API Platform License Agreement

Last Updated: 07/29/2024

Protegrity API Playground License Agreement

This API License Agreement (this “Agreement”) is a binding contract between you (“you” or “your”) and Protegrity USA, Inc. (“Company,” “we,” or “us”). This Agreement governs your access to and use of the API.

By clicking a button denoting acceptance of this Agreement, or by implementing, downloading or otherwise accessing the API, You agree to be legally bound by the terms of this Agreement. If You are entering into this Agreement on behalf of an organization, You represent You have the authority to bind Your organization to this Agreement. If You do not have that authority, or if You do not agree with the terms of this Agreement, You may not implement the API or use the API Documentation.

DEFINITIONS
LICENSE GRANT
USE RESTRICTIONS
YOUR APPLICATIONS
NO SUPPORT; UPDATES
NO FEES
COLLECTION AND USE OF YOUR INFORMATION
INTELLECTUAL PROPERTY OWNERSHIP; FEEDBACK
CONFIDENTIALITY
DISCLAIMER OF WARRANTIES
INDEMNIFICATION
LIMITATIONS OF LIABILITY
TERM AND TERMINATION
EXPORT REGULATION
US GOVERNMENT RIGHTS
MODIFICATIONS
GOVERNING LAW AND JURISDICTION
SEVERABILITY
ARBITRATION
MISCELLANEOUS

1. Definitions

“API” means the application programming interface playground and any API Documentation or other API materials made available by Company on https://www.protegrity.com/api-playground.
“API Documentation” means the API documentation described athttps://www.protegrity.com/api-playground, from time to time.
“API Key” means the security key Company makes available for you to access the API.
“Company Marks” means Company’s proprietary trademarks, trade names, branding, or logos made available for use in connection with the API pursuant to this Agreement.
“Company Offering” means Company’s software described at https://www.protegrity.com/api-playground.
“Your Applications” means any applications developed or used by you to interact with the API.

2. License Grant

Subject to and conditioned on your compliance with all terms and conditions set forth in this Agreement and the limitations set forth at https://www.protegrity.com/api-playground#usage-limitations, we hereby grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the term of the Agreement to: (a) use the API solely for your internal business purposes in testing and developing our Company Offerings and not for the development of Your Applications or for any production use and (b) display certain Company Marks in compliance with usage guidelines that we may specify from time to time solely in connection with the use of the API and the Applications and not in connection with the advertising, promotion, distribution, or sale of any other products or services. You acknowledge that there are no implied licenses granted under this Agreement. We reserve all rights that are not expressly granted. You may not use the API or any Company Mark for any other purpose without our prior written consent. You must obtain an API Key through the registration process available at https://www.protegrity.com/api-playground to use and access the API. You may not share your API Key with any third party, must keep your API Key and all log-in information secure, and must use the API Key as your sole means of accessing the API. Your API Key may be revoked at any time by us.

3. Use Restrictions

Except as expressly authorized under this Agreement, you may not:

copy, modify, or create derivative works of the API, in whole or in part;
rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the API;
reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the API, in whole or in part;
remove any proprietary notices from the API;
use the API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law;
combine, interface or integrate the API with any software, technology, services, or materials not authorized by Company;
design or permit Your Applications to disable, override, or otherwise interfere with any Company-implemented communications to end users, consent screens, user settings, alerts, warning, or the like;
use the API in any of Your Applications to replicate or attempt to replace the user experience of the Company Offering; or
attempt to cloak or conceal your identity or the identity of Your Applications when requesting authorization to use the API.

You will comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on https://www.protegrity.com/api-playground from time to time. In addition, you will not use the API in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email (“spam”), multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolen products, and items used for theft, hazardous materials, or any illegal activities.

4. Your Applications

You agree to monitor the use of Your Applications for any activity that violates applicable laws, rules, and regulations or any terms and conditions of this Agreement, including any fraudulent, inappropriate, or potentially harmful behavior, and promptly restrict any offending users of Your Applications from further use of Your Applications and the API and Company Offerings. You agree to provide a resource for users of Your Applications to report abuse of Your Applications. As between you and us, you are responsible for all acts and omissions of your end users in connection with Your Application and their use of the API, if any. You agree that you are solely responsible for posting any privacy notices and obtaining any consents from your end users required under applicable laws, rules, and regulations for their use of Your Applications. All use by you of the Company Marks, if any, will comply with any usage guidelines that we may specify from time to time. You agree that your use of the Company Marks in connection with this Agreement will not create any right, title, or interest in or to the Company Marks in favor of you, and all goodwill associated with the use of the Company Marks will inure to the benefit of Company.

5. No Support; Updates

This Agreement does not entitle you to any support for the API. You acknowledge that we may update or modify the API from time to time and at our sole discretion (in each instance, an “Update“), and may require you to obtain and use the most recent version of the API. Updates may adversely affect how Your Applications communicate with the Company Offering. You are required to make any changes to the Applications that are required for integration as a result of such Update at your sole cost and expense. Your continued use of the API following an Update constitutes binding acceptance of the Update.

6. No Fees

You acknowledge and agree that no license fees or other payments will be due under this Agreement in exchange for the rights granted under this Agreement. You acknowledge and agree that this fee arrangement is made in consideration of the mutual covenants set forth in this agreement, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein. Notwithstanding the foregoing, we reserve the right to start charging for access to and use of the API at any time.

7. Collection and Use of Your Information

We may collect certain information through the API or the Licensor Offering about you or any of your employees, contractors, or agents. By accessing, using, and providing information to or through the API or the Company Offering, you consent to all actions taken by us with respect to your information in compliance with the then-current version of our privacy policy and data protection requirements, available at https://www.protegrity.com/privacy-policy.

8. Intellectual Property Ownership; Feedback

You acknowledge that, as between you and us, (a) we own all right, title, and interest, including all intellectual property rights, in and to the API, the Company Offering, and the Company Marks and (b) you own all right, title, and interest, including all intellectual property rights, in and to Your Applications, excluding the aforementioned rights in Section 8(a). You will use commercially reasonable efforts to safeguard the API and Company Marks (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. You will promptly notify us if you become aware of any infringement of any intellectual property rights in the API and Company Marks and will fully cooperate with us, in any legal action taken by us to enforce our intellectual property rights. If you or any of your employees, contractors, and agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the API, the Company Offering, or the Company Marks, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback“), all such Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and on behalf of your employees, contractors, and agents, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.

9. Confidentiality

The API (including, without limitation, all improvement, derivatives, modifications and the like) constitutes Company’s confidential information (“Confidential Information”). You hereby agree (i) to hold the Confidential Information in confidence and to take reasonable precautions to protect such Confidential Information (including, without limitation, all precautions You employ with respect to its own confidential materials), (ii) not to divulge any Confidential Information to any third person (except with Our prior written consent), and (iii) not to use any Confidential Information except for the purposes set forth in this Agreement. You acknowledge and agree that due to the unique nature of the Company’s Confidential Information, there can be no adequate remedy at law for any breach of its obligations hereunder and therefore, that upon any such breach or any threat thereof, Company shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law.

10. Disclaimer of Warranties

THE API AND COMPANY MARKS ARE PROVIDED “AS IS” AND COMPANY SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. COMPANY MAKES NO WARRANTY OF ANY KIND THAT THE API OR COMPANY MARKS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

11. Indemnification

You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to (a) your use or misuse of the API or Company Marks, (b) your breach of this Agreement, and (c) Your Applications, including any end user’s use thereof. In the event we seek indemnification or defense from you under this provision, we will promptly notify you in writing of the claim(s) brought against us for which we seek indemnification or defense. We reserve the right, at our option and in our sole discretion, to assume full control of the defense of claims with legal counsel of our choice. You may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by us or bind us in any manner, without our prior written consent. In the event we assume control of the defense of such claim, we will not settle any such claim requiring payment from you without your prior written approval.

12. Limitations of Liability

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR (a) ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, DIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE API; OR (b) ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF FIFTY DOLLARS EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.

13. Term and Termination

The term of this Agreement commences when you acknowledge your acceptance of this Agreement by clicking the button denoting acceptance, or by implementing, downloading or otherwise accessing the API, and will continue in effect until terminated as set forth in this Section. We may immediately terminate or suspend this Agreement, any rights granted herein, and/or your licenses under this Agreement, in our sole discretion at any time and for any reason, by providing notice to you or revoking access to the API and Company Marks. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement. Upon termination of this Agreement for any reason all licenses and rights granted to you under this Agreement will also terminate and you must cease using, destroy, and permanently erase from all devices and systems you directly or indirectly control all copies of the API and Company Marks. Any terms that by their nature are intended to continue beyond the termination or expiration of this Agreement will survive termination. Termination will not limit any of Company’s rights or remedies at law or in equity.

14. Export Regulation

The API granted to You is subject to the export laws and regulations of the United States and all import regulations of such other countries where the API is authorized for use. You shall comply with all applicable export laws and regulations as well as import obligations laws and duties in connection with its use of the API. You further represent and warrant that it is not and will not be owned or controlled by any person or entity identified on the U.S. Department of Commerce Bureau of Industry (“BIS”) Entity List, BIS Denied Parties List, or the Specially Designated Nationals List administered by the U.S. Department of Treasury Office of Foreign Assets Control, and You warrant that the API will be not be used in any end-use prohibited under the Export Administration Regulations, including without limitation, in the design or manufacture of chemical, biological, nuclear weapons (weapons of mass destruction) or missile systems. You further agree to comply with all such applicable laws and regulations regarding the API.

15. US Government Rights

The API is a “commercial product” 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 you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the API 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.

16. Modifications

You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time. Such modifications will be effective immediately. Your continued use of the API constitutes your acceptance of the modified terms. It is your responsibility to review this Agreement periodically for any modifications..

17. Governing Law and 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 of 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. Except as otherwise set forth herein, any legal suit, action, or proceeding arising out of or related to this agreement or the licenses granted hereunder will be instituted exclusively 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.

18. Severability

If any provision of this Agreement is found to be illegal or unenforceable, such portion will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of this Agreement will remain in full force and effect.

19. Arbitration

At our sole discretion, we may require you to submit any disputes arising under this Agreement, including disputes arising from or concerning its interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Delaware law.

20. Miscellaneous

This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Any notices to us must be sent to our corporate headquarters address available at https://www.protegrity.com/api-playground and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the API. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by us with respect to a breach of this Agreement by you or others does not constitute a waiver and will not limit our rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. We expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.