UNS PROJECT INC.
API LICENSE AGREEMENT
PLEASE SCROLL DOWN AND READ ALL OF THE FOLLOWING TERMS CAREFULLY. THIS IS A LEGAL AGREEMENT BETWEEN YOU AS THE LICENSEE AND UNS PROJECT INC., STATING THE TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE API AND ANY OTHER SERVICES PROVIDED BY UNS PROJECT INC. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS “LICENSEE”, “YOU” AND “YOUR” SHALL REFER TO SUCH ENTITY. BY CLICKING “I ACCEPT”, CHECKING A BOX AGREEING TO THESE TERMS, OR BY USING THE API OR THE SERVICES PROVIDED HEREUNDER, YOU ARE AGREEGING TO ALL OF THE TERMS AND CONDITIONS STATED HEREIN. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT CLICK “I ACCEPT,” CHECK A BOX AGREEING TO THE TERMS, OR USE THE API ANDSERVICES PROVIDED HEREUNDER.
This API License Agreement (the “Agreement”), effective as of the earlier of the date Licensee clicks “I Accept”, checks a box agreeing to this Agreement, or accesses or uses the API or other services provided hereunder (the “Effective Date”), are by and between UNS Project Inc., a Delaware corporation with a mailing address of 615 W. Johnson Ave., Suite 202, Cheshire, CT 06410-4532 (“UNS”), and the party identified on the Order or who otherwise assents to this Agreement by checking a box agreeing to these terms or accessing or using the API and other services provided by UNS hereunder (the “Licensee”). UNS and Licensee may be referred to herein collectively as the “Parties” or individually as a “Party.”
This Agreement applies to the Licensee’s access and use of UNS’s proprietary technology that allows the Licensee to use UNS Authentication as a Service and secure user authentication without a username and password or other personally identifiable information, which technology is accessible via an application programming interface provided by UNS (the “API”), as well as any additional services that may be provided by UNS hereunder and that may be identified in any online checkout, order form or other ordering document provided by UNS referencing this Agreement (an “Order”).
NOW, THEREFORE, in consideration of the foregoing and the mutual promises, agreements, and covenants set forth herein, the Parties hereby agree as follows:
- LICENSE GRANTS AND RESTRICTIONS
- API and Results.
- Generally. Generally, during the Term, Licensee may send Licensee Data relating to Licensee’s users’ data to UNS via the API for processing by UNS (each such event, a “Query”). In response to Queries, UNS will process such User Data, prepare Results for consumption by Licensee, and send such Results to Licensee via the API.
- License Grant. Subject to Licensee’s full compliance with all of the terms and conditions of this Agreement, UNS hereby grants to Licensee a limited, nonexclusive, non-sublicensable and non-transferable right and license during the Term to: (i) access and use the API to send Licensee Data to UNS and receive Results from UNS; (ii) use the Results for Licensee’s internal business purposes; and (iii) use, and make a reasonable number of copies of any technical documentation for the API provided by UNS for use in connection with the API (the “Documentation”) solely in connection with the exercise of Licensee’s rights under this Section 1(b). Licensee may not use the API or Results for any other purpose without UNS’s prior written consent, and all other rights therein and thereto are hereby reserved by UNS. “Results” means the results derived from UNS’s processing of Licensee Data.
- Updates. During the Term, UNS may provide Licensee with Updates that UNS may, in its sole discretion, make generally available to its licensees at no additional charge. Licensee must install all Updates as soon as practicable after receipt. UNS will not be responsible for any all losses, liabilities, costs, expenses (including reasonable attorneys’ fees), claims, suits, and actions that may arise from or relate to any acts or omissions from Licensee’s failure to timely implement any Updates made available by UNS to Licensee. “Updates” means any update, upgrade, release, or other adaptation or modification of the API, including any updated Documentation, that UNS may provide to Licensee from time to time during the Term, which may contain, among other things, error corrections, enhancements, improvements, or other changes to the user interface, functionality, compatibility, capabilities, performance, efficiency, or quality of the API.
- Use Restrictions. Licensee agrees that it will not permit or assist any other third-party to: (i) create or disclose metrics about, perform any statistical analysis of, or otherwise prepare any benchmarking analysis of the API or the Results for disclosure to third-parties; (ii) use the API or Results on behalf of any third-party; (iii) copy, rent, lease, sell, transfer, assign, sublicense, dissemble, reverse engineer or decompile (except to the limited extent expressly authorized under applicable statutory law), modify or alter any part of the API; (iv) use the API in a manner that impacts the stability of UNS’s servers or impacts the behavior of other customers or applications using the API; (v) use the API or Results in any manner or for any purpose that may violate any applicable law, rule, or regulation, or any right of any person, including without limitation any intellectual property or other proprietary rights, or which may otherwise be harmful to UNS or its UNSs or suppliers; (vi) publish, post, upload or otherwise transmit Licensee Data that contains any viruses, Trojan horses, worms, time bombs, corrupted files or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any systems, data, personal information or property of another; or (vii) remove any copyright or proprietary notices contained in the API or Results.
- Licensee Data.
- Usage Rights. By submitting Licensee Data to UNS, Licensee hereby grants, and represents and warrants that it has all rights necessary to grant, all rights and licenses to the Licensee Data required for UNS. UNS shall have no right to sublicense or resell Licensee Data, except however, that UNS may collect, analyze, and use data derived from Licensee Data as well as data about Licensee’s use of the API, solely for the purposes of operating, analyzing, improving, or marketing the API and any related services. UNS may: (a) track the number of users of, and interactions with, the API on an anonymized aggregate basis; (b) analyze aggregated usage patterns for product development efforts; or (c) use anonymous data derived from Licensee Data in a form which may not reasonably identify either a particular individual or the user to develop further analytic frameworks and application tools. Licensee further agrees that UNS will have the right, both during and after the Term, to use, store, transmit, distribute, modify, copy, display, sublicense, and create derivative works of the anonymized and/or aggregated data.
- Technical Support. UNS will provide the Licensee, based on Licensee’s subscription level, commercially reasonable technical support for the API and Services at its discretion.
- Additional Services. UNS may provide additional services in connection with the performance of this Agreement, which may include integration, training, and ongoing maintenance and support services (“Services”). Such Services (if any) shall be memorialized in a written statement of work (“SOW”) executed by both Parties.
- Ownership. As between UNS and Licensee: (a) all Licensee Data is and will remain the sole and exclusive property of Licensee; and (b) the API, Results, and UNS Data are and will remain the sole and exclusive property of UNS. “UNS Data” means any data that is generated by the API or otherwise by UNS in the course of performing its obligations under this Agreement, including without limitation, API usage data.
- Reservation of Rights. UNS reserves all rights not expressly granted to Licensee in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Licensee or any third party any intellectual property rights or other right, title, or interest in or to the API.
- API and Results.
- LICENSEE RESPONSIBILITIES. Licensee is responsible and liable for all uses of the API resulting from access provided by Licensee, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Licensee is responsible for all acts and omissions of Licensee’s end users in connection with their use of the API, if any. Any act or omission by Licensee’s end users that would constitute a breach of this Agreement if taken by Licensee will be deemed a breach of this Agreement by Licensee. Licensee shall take reasonable efforts to make all of Licensee’s end users aware of this Agreement’s provisions as applicable to such end user’s use of the API and shall cause end users to comply with such provisions.
- Fees. In consideration of UNS’s performance of its obligations hereunder, Licensee will pay the fees specified in an applicable Order and any applicable SOW (the “Fees”). UNS may, in its sole discretion, increase or otherwise modify the Fees at each renewal period while this Agreement is in effect. If Licensee does not agree to the new or changed Fees, Licensee may terminate this Agreement upon thirty (30) days’ notice to UNS.
- Taxes. Licensee will be responsible for the payment of any and all local, state, federal, or foreign taxes, levies, and duties of any nature, including value-added, sales, use, and withholding taxes (“Taxes”), but not taxes on the net income of UNS. Licensee is responsible for paying all Taxes, excluding only taxes based on UNS’s net income. If UNS has the legal obligation to pay or collect Taxes for which Licensee is responsible under this Section 3.2, the appropriate amount shall be invoiced to and paid by Licensee unless Licensee provides UNS with a valid tax exemption certificate authorized by the appropriate taxing authority.
- Payment Terms. All amounts payable to UNS under this Agreement will be due within thirty (30) days from the date of an invoice. Overdue payments will be subject to interest at the rate of 1-1/2% per month, or the maximum allowable under applicable law, whichever is less.
- TERM AND TERMINATION
- Term. This Agreement commences on the Effective Date and continues until terminated as provided herein (the “Term”). All fees paid hereunder are non-refundable. Licensee will not be entitled to any refund in the event Licensee terminates this Agreement for convenience (as described in Section 4.2 below). In the event UNS terminates this Agreement for convenience (as described in Section 4.2 below), Licensee will only be entitled to a refund for the Fees paid hereunder, less an amount determined by multiplying the Fees paid for such API or such module during the Term by a fraction, the numerator of which is the number of months during the Term during which Licensee had use of the API and the denominator of which is the total number of months during the Term.
- Termination. Either Party may terminate this Agreement and/or any Order and SOWs for any reason or for no reason by providing Licensee at least thirty (30) days’ prior written notice (“Termination for Convenience”). Either Party may terminate the Agreement and/or an Order and SOW upon thirty (30) days’ written notice if (a) the other Party has breached this Agreement and not cured such breach within such notice period, or (b) the other Party becomes insolvent, makes a general assignment for the benefit of creditors, suffers or permits the appointment of a receiver for its business or assets, initiates or becomes subject to any proceeding under any bankruptcy or insolvency law, or has wound up or liquidated its business. If UNS is seeking to terminate based on Licensee’s failure to pay undisputed fees due hereunder, the cure period will be ten (10) days. Except where an exclusive remedy may be specified, the exercise by either Party of any remedy, including termination, will be without prejudice to any other remedies it may have under this Agreement, by law or otherwise.
- Effect of Termination. Any termination of this Agreement will automatically terminate any and all Orders and SOWs issued hereunder. If the Agreement is not renewed, the Agreement will remain in effect for the remainder of any then-open Orders and SOWs and will expire upon the expiration or termination of all such Orders and SOWs. Subject to the preceding sentence, upon any termination or expiration of this Agreement: (a) all provisions that should survive any termination or expiration of this Agreement will survive except, for purposes of clarity and without limitation, Licensee’s right to access and use the API; and (b) each Party (as recipient) will immediately cease use of and return the other Party’s Confidential Information or destroy it and certify destruction. For the avoidance of doubt, UNS is not required to return or destroy any UNS Notwithstanding the foregoing, following any termination or expiration of this Agreement, Licensee may continue to use any Results transmitted by UNS to Licensee for Licensee’s internal business purposes.
- Definition. “Confidential Information” means any information or materials provided by the Party (“Discloser”) to the other Party (“Recipient”) whether or not marked, designated, or otherwise identified as “confidential” or “proprietary”, or, information which, under the circumstances of disclosure, a reasonable person would have known to be confidential or proprietary, whether in tangible, intangible, visual, oral, written, or electronic form. Without limiting the generality of the foregoing, the following information shall be considered Confidential Information: this Agreement, information regarding UNS’s pricing, product roadmap or strategic marketing plans and non-public materials relating to UNS’s products and services, including the API, UNS Data, and Services.
- Duty. Recipient may use Confidential Information of Discloser solely to exercise its rights and perform its obligations under this Agreement. Recipient will not use any Confidential Information of Discloser for any purpose not expressly permitted by this Agreement, and will disclose the Confidential Information of Discloser only to the employees, contractors, and agents of Recipient who have a need to know such Confidential Information and who are under a duty of confidentiality similar to Recipient’s duty hereunder (“Representatives”). Recipient will protect Confidential Information from unauthorized use, access, or disclosure in the same manner as Recipient protects its own confidential or proprietary information of a similar nature but with no less than reasonable care. Recipient will be responsible for all acts and omissions of its Representatives hereunder.
- Exclusions. Recipient’s obligations under this Section 5 with respect to any Confidential Information shall not apply if Recipient can show by written records that such information: (a) was already known to Recipient at the time of disclosure by Discloser; (b) was disclosed to Recipient by a third party who had the right to make such disclosure without any confidentiality restrictions; (c) is, or through no fault of Recipient has become, generally available to the public; or (d) was independently developed by Recipient without use of, reference to or reliance upon, or reference to Discloser’s Confidential Information. In addition, Recipient will be allowed to disclose Confidential Information to the extent that such disclosure is required by law or by the order of a court of similar judicial or administrative body, provided that Recipient notifies Discloser of such required disclosure promptly and in writing and cooperates with Discloser, at Discloser’s request and expense, in any lawful action to contest or limit the scope of such required disclosure.
- Feedback. To the extent Licensee provides any suggestions, recommendations or other feedback relating to any UNSproducts or services, including without limitation the API, UNS Data, and Services (collectively, “Feedback”), UNS may utilize such Feedback and any ideas, concepts, know-how and techniques, derived therefrom without any further compensation or other obligation with respect thereto; provided that Licensee is not publicly identified as the source of the Feedback.
- WARRANTIES; DISCLAIMERS
- Representations and Warranties. Each Party hereby represents and warrants to the other that: (a) it has the requisite corporate power and authority to enter into this Agreement and to carry out the transactions contemplated hereunder; (b) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereunder have been duly authorized by the requisite corporate action on the part of such Party and shall not constitute a violation of any judgment, order or decree; (c) the execution, delivery and performance of this Agreement and the consummation of the transactions contemplated hereunder shall not constitute a material default under any material contract by which such Party or any of its material assets are bound, or an event that would, with notice or lapse of time or both, constitute such a default; and (d) there is no proceeding pending or, to the knowledge of the Party threatened, that challenges or may have a material adverse effect on this Agreement or the transactions contemplated hereunder.
- No Other Warranties. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, AND EXCEPT TO THE EXTENT EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, THE API, DOCUMENTATION, RESULTS, AND SERVICES PROVIDED HEREUNDER ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, AND UNS MAKES NO WARRANTIES, EXPRESS OR IMPLIED, RELATING TO THE API, RESULTS, AND SERVICES, AND HEREBY EXPRESSLY DISCLAIMS ALL SUCH WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. FURTHER, UNS DOES NOT WARRANT THAT THE API, RESULTS, OR SERVICES WILL BE ERROR-FREE OR THAT USE OF THE API WILL BE UNINTERRUPTED.
- Additional Disclaimers. Licensee acknowledges and agrees that the Results provided by UNS are for informational purposes only and should not be construed as advice or recommendations. Licensee agrees that any decisions made by Licensee that may utilize the Results are Licensee’s sole and exclusive responsibility. Licensee acknowledges and agrees that the Licensee, and not UNS, is solely responsible for any unauthorized access or use of a user’s devices, email address or any other information or materials provided or used by the user when interacting with UNS’s services, including the API herein (“User Materials”). Accordingly, UNS hereby disclaims, and Licensee hereby expressly relieves UNS from, any and all losses, liabilities, costs, expenses (including reasonable attorneys’ fees), claims, suits, and actions that may arise from or relate to any acts or omissions, whether or not made by Licensee in whole or in part, based on the Results or the User Materials.
- LIMITATION OF LIABILITY
- Limitations of Liability. EXCEPT WITH RESPECT TO EXCLUDED CLAIMS, (A) IN NO EVENT WILL EITHER PARTY’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE AMOUNTS PAID OR PAYABLE BY LICENSEE TO UNS DURING THE ONE (1) YEAR PERIOD IMMEDIATELY PRIOR TO THE EVENT GIVING RISE TO SUCH LIABILITY; AND (B) NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, INDIRECT, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, BUSINESS, CONTRACTS, REVENUE, GOODWILL, PRODUCTION, ANTICIPATED SAVINGS, LOSS OF DATA, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Excluded Claims. As used in this Agreement, “Excluded Claims” means: (a) either Party’s breach of its confidentiality obligations; (b) Licensee’s breach of Section 1; and (c) and either Party’s or its Representatives’ gross negligence, fraud, or willful misconduct.
- UNS Indemnity. UNS shall defend or settle, at its own option and expense, any suit, claim, action, or proceeding brought against Licensee by a third-party to the extent based upon a claim that the API infringes any U.S. copyright or trademark or misappropriates any U.S. trade secret of any such third-party and will pay such damages or costs as are finally awarded against Licensee by a court (or mediator or arbitrator, if applicable) of competent jurisdiction or are agreed to in a settlement that are attributable to such claim.
- UNS Options. Should the API become, or in the opinion of UNS be likely to become, the subject of such an infringement claim, UNS may, at its option (i) procure for Licensee the right to use the API at no cost to Licensee; (ii) replace or modify, in whole or in part, the API to make it non-infringing; or (iii) if neither (i) nor (ii) are, in UNS’s sole and absolute discretion, commercially practicable, accept return of the API, or remove the allegedly offending module thereof, and, refund the Fees paid for such API or module by Licensee.
- Exclusions from UNS Indemnity. UNS assumes no liability hereunder for: (i) any method or process in which the API, Results, or Services may be used; (ii) any compliance with Licensee’s specifications; (iii) use of software other than current unaltered releases of the applicable API; (iv) the combination, operation or use of the API, Results, or Services with non-UNSprograms or data; or (v) the unauthorized access or use of the User Materials, and Licensee shall indemnify, defend, and hold harmless UNS and its officers, directors, employees, agents, successors and assigns against any damages, losses, and expenses (including reasonable attorneys’ fees) arising from any third-party action to the extent based upon a claim of any kind based on any of the foregoing factors in (i) through (v) (inclusive) above.
- Licensee Indemnification. Licensee shall defend, indemnify, and hold harmless UNS and its officers, directors, employees, agents, successors and assigns from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys’ fees) arising from or relating to: (a) UNS’s processing and use of the Licensee Data in UNS’s preparation of Results as contemplated in this Agreement; or (b) Licensee’s or its Representatives’: (i) use of and access to the API in a manner inconsistent with their documentation; (ii) breach of Section 1; or (iii) gross negligence or willful misconduct.
- Indemnity Procedures. The Party seeking indemnification (the “Indemnified Party”) shall provide the Party from whom indemnification is sought (the “Indemnifying Party”) with: (a) prompt written notice of any claim for which indemnification is sought (provided that a failure to provide such notice shall not relieve the Indemnifying Party of its obligations hereunder except to the extent material prejudice results from such failure); (b) sole control over the defense and settlement of the claim (provided that neither Party may enter into a settlement of any kind that places any material obligation on the other Party, or requires the other Party to admit any liability, without the other Party’s prior written approval, which will not be unreasonably withheld, conditioned, or delayed); and (c) all reasonable cooperation, at the Indemnifying Party’s request and expense, in the defense and settlement of the claim.
- Sole Remedy for Infringement. THIS SECTION 8.4 SETS FORTH UNS’S ENTIRE LIABILITY AND LICENSEE’S SOLE REMEDY FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH THE API, SERVICES AND THIS AGREEMENT.
- Entire Agreement. This Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement and any other documents incorporated herein by reference, the following order of precedence governs: (a) first, this Agreement, excluding its Exhibits; and (b) any other documents incorporated herein by reference.
- Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice“) must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section 9.2). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile, or email (with confirmation of transmission) or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party, and (ii) if the Party giving the Notice has complied with the requirements of this Section 9.2.
- Force Majeure. In no event shall either Party be liable to the other Party, or be deemed to have breached this Agreement, for any failure or delay in performing its obligations under this Agreement, (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such Party’s reasonable control, including but not limited to acts of God, flood, fire, earthquake, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo.
- Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (a) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof and (b) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
- Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
- Governing Law; Submission to Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder may be instituted in the federal courts of the United States or the courts of the State of Delaware, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
- Assignment. Licensee may not assign or transfer any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law or otherwise, without the prior written consent of UNS. Any purported assignment, transfer, or delegation in violation of this Section 9.7 is null and void. No assignment, transfer, or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns.
- Export Regulation. The API may be subject to US export control laws, including the US Export Administration Act and its associated regulations. Licensee shall not, directly or indirectly, export, re-export, or release the API to, or make the API accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Licensee shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the API available outside the US.
- US Government Rights. Each of the Documentation and the API is a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if Licensee is an agency of the US Government or any contractor therefor, Licensee only receives those rights with respect to the API and Documentation as are granted to all other end users under license, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government licensees and their contractors.
- Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 5 or, in the case of Licensee, Section 1, would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
- Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.