SharpML API Terms and Conditions

SharpML API LICENSE AGREEMENT

This is a legal agreement (the “Agreement”) between you and, if applicable, your company, organization or other legal entity for whom you have authority to enter into this Agreement (“Developer”) and Sharp ML LLCs. (“SharpML”), for use of certain of SharpML's Application Programming Interfaces (“APIs”) that enable Developer to provide additional functionality for users of SharpML SaaS Offering or to integrate access to certain SharpML SaaS Offering into Developer's product offerings. By clicking “I agree to the terms of service,” or otherwise accessing the APIs, Developer indicates its acceptance of this Agreement.

TABLE OF CONTENTS:

Enabling Access; Developer Obligations License; Restrictions Non-Exclusivity Security and Data Privacy Indemnification; Limitation of Liability; Disclaimer Term; Termination Restricted Persons; Export of SaaS Offering or Technical Data Miscellaneous

1. Enabling Access; Developer Obligations.

1.1 Offering Integration; API Documentation. During the term of this Agreement, Developer may use the APIs to provide capabilities or integrations that leverage one or more of the SharpML SaaS Offering available at www.sharpml.com (the “SharpML SaaS Offering”) into additional functionality, SaaS Offering, websites and/or services that are offered by Developer (the “Offerings”), subject to the terms and conditions of this Agreement. SharpML may make available to Developer the SharpML API and any corresponding reference materials (including API documentation, wrapper libraries, sample code and API updates and changes) and source code, which may be amended or revised by SharpML at any time (the “SharpML API Documentation”), for use for such purposes during the term of this Agreement.

1.2. Developer Information; Consent to Contact. Developer shall provide SharpML with Developer’s contact information and hereby consents to SharpML sharing such information with any User (defined below) or prospective User of the Offering. Developer shall update the contact information, as needed, such that SharpML always has current contact information for the Developer and the Offering. By entering into this Agreement, Developer consents to receiving phone calls, emails, texts or any other type of messages from SharpML to inform it of changes or additions to the SharpML SaaS Offering, this Agreement, the APIs or the API Documentation and any other matter related to the foregoing and for general marketing purposes.

1.3 User Terms and Conditions. Developer acknowledges and agrees that users of the Offerings (“Users”) must be SharpML clients for a SharpML Product in order to access and use such SharpML SaaS Offering through the Offerings. Developer further acknowledges and agrees that all Users' access and use of the SharpML SaaS Offering is subject, in all respects, to the User Agreements. Developer hereby agrees to either: (i) require all Users to agree to the User Agreements prior to permitting such users to access the SharpML SaaS Offering; or (ii) only provide access to SharpML SaaS Offering in a manner that requires Users to register with SharpML directly and accept the User Agreements. Developer further agrees that, to the extent Developer uses the SharpML SaaS Offering on its own behalf or on behalf of its customers, Developer's use shall be subject to the User Agreements in all respects. Developer agrees that it may use the APIs to add or update only customers that have been obtained by the User using permission-based standards that meet standards described in the User Agreements. The “User Agreements” are defined as SharpML's SaaS Offering Terms and Conditions of Use, Privacy Policy, Anti-Spam Policy, Prohibited Content and Commerce Statement, and any other acceptable use policy, content restrictions, user agreements, and other terms and conditions governing use of the SharpML SaaS Offering, generally available through the SharpML websites, as each of the foregoing may be amended by SharpML from time to time in its sole discretion.

1.4 Privacy Policy; Customer Accounts. Developer represents, warrants and covenants that, in its operation of the SaaS Offering, it will maintain and comply with a privacy policy that complies with applicable law and that accurately discloses how Developer collects, uses, stores, and discloses data provided by Users and third parties. Developer will post its privacy policy prominently in the SaaS Offering. Further, if Developer has any login, customer or other account information relating to a User's account with SharpML, Developer shall only use such information for the purposes expressly authorized by the applicable User.

1.5 Responsibility for SaaS Offering. Developer is solely responsible for the SaaS Offering and SharpML shall have no liability or obligations with respect to the same (including support obligations). Developer represents, warrants and covenants that Developer has and will at all times maintain the right to provide all SaaS Offering provided by Developer hereunder and that the Offerings (and any other materials provided to SharpML or Users) do not infringe the intellectual property or other rights of any third parties or contain viruses, worms, malware or any other harmful scripts or code. Developer agrees to provide support for its Offerings. Developer shall ensure that all Offerings that access the SharpML SaaS Offering comply with all applicable laws and regulations, including all applicable data privacy laws. Developer agrees to place the following notice prominently in the Offering: “This product uses the SharpML API but is not endorsed or certified by SharpML.”

1.6 Fees. The APIs are currently provided for free, but SharpML reserves the right to charge for the APIs in the future. If SharpML does charge a fee for the use of the APIs or any developer tools and features, Developer does not have any obligation to continue using the APIs.

2. Licenses; Restrictions.

2.1 License. Subject to the terms and conditions herein, SharpML hereby grants to Developer a revocable, non-exclusive, non-transferable, non-sublicenseable, limited license to use and integrate the APIs into the Offering for the sole purpose of developing the integration to the Offering and allowing access to the SharpML SaaS Offering via the Offering. Once integrated into the Offering, access to the APIs may then be distributed to the Users as an integrated part of the Offering.

2.2 Responsibilities; Restrictions. Developer shall implement the APIs in accordance with the SharpML API Documentation. Developer may not access the APIs if Developer is a competitor of SharpML, as determined by SharpML in its sole discretion, or to replicate or attempt to replicate the essential user experience of the SharpML SaaS Offering. Except as expressly provided herein, Developer has no other right to install, integrate, use, reproduce, sublicense or distribute APIs. Developer shall not: (i) modify, reverse engineer, decompile, or otherwise alter or attempt to gain access to the APIs or the SharpML SaaS Offering in a manner not in accordance with this Agreement, (ii) use or enable its customers to use the APIs for the purposes of testing or comparison of SharpML SaaS Offering or for any purpose competitive with SharpML SaaS Offering, (iii) rent, lease, resell, or distribute the APIs on a stand-alone basis or for commercial purposes for direct commercial or monetary gain, or (iv) perform bulk operations with APIs that are designed for single contact operations or perform single contact operations with APIs that are designed for performing bulk operations. Developer agrees to protect the security and confidentiality of any credentials and API keys disclosed by SharpML hereunder.

2.3 Ownership; No Other Licenses. The APIs contained in the Offering shall remain the sole and exclusive intellectual property of SharpML and Developer shall reasonably assist SharpML in protecting such ownership. No other licenses or rights in any of SharpML's intellectual property rights are granted hereunder. For example and without limitation, no rights are granted to use SharpML's logos or trademarks; provided, however that Developer may refer to the names of the SharpML SaaS Offering solely for the purpose of describing the Offering.

2.4 Right to Developer's Ideas, Logo and Name. Developer hereby grants to SharpML a non-exclusive, royalty-free, irrevocable, perpetual, worldwide license (i) to use any ideas that SharpML learns from observing Developer's Offerings or other use of the APIs or any feedback provided by Developer and (ii) to use and display Developer's name and logo for the purpose of disclosing that Developer is providing Offerings using the APIs and for promotion of the availability of the APIs.

3. Non-Exclusivity. Developer acknowledges that Developer's right to use and demonstrate the SharpML SaaS Offering hereunder is non-exclusive, and that SharpML reserves the right to sell and distribute any of its services to any customers in the world, and to appoint any third party to do so, without giving Developer notice thereof and without incurring any liability to Developer therefore. SharpML reserves the right to develop and extend its SaaS Offering and capabilities without regard to whether those SaaS Offering compete with or invalidate any Developer Offering. Unless otherwise mutually agreed by the parties, SharpML may contact directly any User for the purpose of marketing and selling the SharpML SaaS Offering. Unless otherwise mutually agreed by the Parties, in the event that such User elects to purchase the SharpML SaaS Offering, SharpML shall have no obligation to Developer with respect to such transaction.
4. Security and Data Privacy. Developer represents and warrants that Developer’s networks, operating system and software (collectively, Developer’s “Systems”) are properly configured to securely operate the Offerings. Developer must promptly report any security incidents impacting Developer’s Systems that also impact or compromise the Offerings or SharpML’s APIs to SharpML in accordance with Section 8.11 hereof. Developer will work with SharpML to correct any security deficiency or incident promptly, at Developer’s own expense. In the event Developer develop an Offering for Users to direct SharpML to process their data, Developer understands that SharpML is acting as a data processor, and Developer agrees to SharpML’s Data Processing Addendum.
5. Indemnification; Limitation of Liability; Disclaimer.

5.1 Indemnification. Developer shall defend, indemnify and hold SharpML and its underlying service providers, business partners, third-party suppliers and providers, members of its network, account providers, licensors, officers, directors, employees, distributors and agents harmless from and against any lawsuit, claim, damage, liability, or expense (including reasonable attorneys' fees) incurred by SharpML as a result of any third-party claim against SharpML resulting from or relating to the Offering, Developer’s use of the APIs, SharpML's use of the Developer’s marks, the content on Developer's website, Developer's unauthorized marketing, promotion, use or distribution of the SharpML SaaS Offering, Developer's failure to abide by the applicable terms of any User Agreement, Developer's breach of this Agreement, or the infringement or misappropriation of any patent, copyright, trademark, or other intellectual property right of any third party.

5.2 Limitation of Liability. EXCEPT WITH RESPECT TO DEATH OR PERSONAL INJURY DUE TO THE NEGLIGENCE OF SharpML, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL SharpML OR ANY OF ITS UNDERLYING SERVICE PROVIDERS, BUSINESS PARTNERS, THIRD PARTY SUPPLIERS AND PROVIDERS AND MEMBERS OF ITS NETWORK, ACCOUNT PROVIDERS, LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, DISTRIBUTORS OR AGENTS (COLLECTIVELY REFERRED TO FOR PURPOSES OF THIS SECTION AS "SharpML") BE LIABLE TO DEVELOPER OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF SharpML SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY, AND REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), THE MAXIMUM AGGREGATE LIABILITY OF SharpML TO DEVELOPER ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO $100. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY.

Developer agrees that SharpML has made the APIs available and entered into this Agreement in reliance upon the disclaimers of warranty and the limitations of liability set forth herein, that they reflect an allocation of risk between the parties (including the risk that a contract remedy may fail of its essential purpose and cause consequential loss), and that they form an essential basis of the bargain between the parties.

5.3 Disclaimer. DEVELOPER EXPRESSLY AGREES THAT THE APIS AND THE SHARPML SAAS OFFERING ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE APIS OR THE SHARPML SAAS OFFERING AND ANY RELIANCE BY DEVELOPER UPON THE APIS OR THE SHARPML SAAS OFFERING, INCLUDING ANY ACTION TAKEN BY DEVELOPER BECAUSE OF SUCH USE OR RELIANCE, IS AT DEVELOPER’S SOLE RISK. SHARPML DOES NOT WARRANT THAT THE USE OF THE APIS OR THE SHARPML SAAS OFFERING WILL BE UNINTERRUPTED OR ERROR FREE, NOR DOES SHARPML MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SAME. SHARPML DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. NO STATEMENT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM SHARPML IN ANY MEANS OR FASHION SHALL CREATE ANY WARRANTY NOT EXPRESSLY AND EXPLICITLY SET FORTH IN THIS AGREEMENT. SHARPML MAY MODIFY OR TERMINATE OR RESTRICT ACCESS TO THE APIS AT ANY TIME WITHOUT NOTICE.

SHARPML SHALL HAVE NO LIABILITY OF ANY NATURE WHATSOEVER FOR DEVELOPER’S COMPLIANCE WITH OR BREACH OF ANY LICENSE OR TERMS AND CONDITIONS OF ANY THIRD PARTIES OR THIRD PARTY SERVICES.

NO CLAIM MAY BE ASSERTED BY DEVELOPER AGAINST SHARPML MORE THAN 12 MONTHS AFTER THE DATE OF THE CAUSE OF ACTION UNDERLYING SUCH CLAIM. DEVELOPER’S SOLE AND EXCLUSIVE REMEDY FOR ANY FAILURE OR NONPERFORMANCE OF THE APIS OR THE SAAS OFFERING SHALL BE FOR SHARPML TO USE COMMERCIALLY REASONABLE EFFORTS TO ADJUST OR REPAIR THE APIS OR THE SAAS OFFERING.

DEVELOPER HEREBY WAIVES CALIFORNIA CIVIL CODE SECTION 1542 (IF DEVELOPER IS A CALIFORNIA RESIDENT), AND ANY SIMILAR PROVISION IN ANY OTHER JURISDICTION (IF DEVELOPER IS A RESIDENT OF SUCH JURISDICTION).

6. Term; Termination. Developer may terminate this Agreement at any time by ceasing to provide Offerings and sending a confirmatory e-mail to the Web Services Coordinator (support@sharpml.com). SharpML may terminate this Agreement and/or disable Developer's ability to provide Offerings via the APIs, in each case at any time with or without cause, and with or without notice. SharpML shall have no liability to Developer or any third party because of such termination or action. This Agreement terminates automatically if Developer breaches any term of this Agreement. The following provisions shall survive expiration or termination of this Agreement: Sections 1 (Enabling Access; Developer Obligations), 3 (Non-Exclusivity), 4 (Security and Data Privacy), 5 (Indemnification; Limitation of Liability; Disclaimer), 6 (Term; Termination) and 8 (Miscellaneous).
7. Restricted Persons; Export of SaaS Offering or Technical Data. Developer hereby warrants that Developer is not a Restricted Person. For purposes of this Agreement, Developer is a Restricted Person if Developer or any officer, director, or controlling shareholder of Developer is (i) a national of or an entity existing under the laws of any country with which U.S. persons are prohibited from engaging in transactions, as may be determined from time to time by the U.S. Treasury Department; (ii) designated as a Specially Designated National or institution of primary money laundering concern by the U.S. Treasury Department; (iii) listed on the Denied Persons List or Entity List by the U.S. Commerce Department; (iv) engaged in nuclear, missile, chemical or biological weapons activities to which U.S. persons may not contribute without a U.S. Government license; or (v) owned, controlled, or acting on behalf of a Restricted Person.

If Developer becomes a Restricted Person during the term of this Agreement, Developer shall notify SharpML (support@sharpml.com) within twenty-four (24) hours, and SharpML shall have the right to terminate any further obligations to Developer, effective immediately and with no further liability to Developer, but without prejudice to Developer’s outstanding obligations to SharpML. Developer agrees that Developer shall not utilize the SaaS Offering to conduct or facilitate any transaction with any Restricted Person, except as may be expressly authorized in advance in writing by the U.S. Government. Developer may not remove or export from the United States or allow the export or re-export of the SaaS Offering, or any direct product thereof, including technical data, in violation of any restrictions, laws, or regulations of the United States or any other applicable country.

8. Miscellaneous

8.1 Full Force and Effect. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.

8.2 Entire Agreement. SharpML and Developer agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and that this Agreement may be amended from time to time by SharpML with or without advance notice to Developer. No delay or omission by either party in exercising any right or remedy under this Agreement or existing at law or equity shall be considered a waiver of such right or remedy. In the event of any inconsistency between this Agreement and the User Agreements, this Agreement controls.

8.3 Assignment. Developer may not assign any of its rights hereunder. SharpML may assign all rights to any other individual or entity in its sole discretion.

8.4 Further Assurances. Developer agrees to execute any and all documents and take any other actions reasonably required to effectuate the purposes of this Agreement.

8.5 Third Party Beneficiaries. SharpML’s underlying service providers, business partners, third-party suppliers and providers, members of its network, account providers, licensors, officers, directors, employees, distributors and agents are expressly made third party beneficiaries of this Agreement. Except as set forth in the immediately preceding sentence, nothing express or implied in this Agreement is intended to confer, nor shall anything herein confer, upon any person other than the parties and the respective permitted successors or assigns of the parties, any rights, remedies, obligations or liabilities whatsoever.

8.6 Titles. The titles of the paragraphs of this Agreement are for convenience only and have no legal or contractual effect.

8.7 No Agency. Except as expressly set forth herein, no agency, partnership, joint venture, or employment is created as a result of this Agreement, and Developer does not have any authority of any kind to bind SharpML in any respect whatsoever.

8.8 Attorney Fees. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover its costs and attorneys' fees.

8.9 Authority. Developer represents that Developer has the full power, capacity and authority to accept this Agreement. If Developer is accepting on behalf of its employer or another entity, Developer represents that it has full legal authority to bind its employer or such entity to this Agreement.

8.10 Governing Law and Legal Actions. This Agreement shall be governed by the laws of the California, USA and all claims relating to or arising out of this Agreement, or the breach thereof, whether sounding in contract, tort or otherwise, shall likewise be governed by the laws of the California, in each case, without regard to its choice or law or conflict of laws provisions. All legal actions in connection with this Agreement shall be brought in the state or federal courts.

8.11 Notices. Developer agrees that SharpML may provide notice to Developer by emailing such notice to the email address listed by Developer during Developer’s registration. Such notice shall be considered to be received by Developer within 24 hours of the time it is emailed to Developer unless SharpML received notice that it was not delivered. Any notice to SharpML must be sent by email to: support@sharpml.com.

8.12 Equitable Relief. Developer agrees that any violation or threatened violation of this Agreement may cause irreparable injury to SharpML, entitling SharpML to obtain injunctive or other equitable relief in addition to all legal remedies.