BY INTERACTING IN ANY WAY WITH THE ISCRIBA API, INCLUDING, BUT NOT LIMITED TO REQUESTING CREDENTIALS OR MAKING API CALLS, YOU OR THE ENTITY OR COMPANY THAT YOU REPRESENT ("YOU") UNCONDITIONALLY CONSENT AND AGREE TO BE BOUND BY AND A PARTY TO THESE TERMS AND CONDITIONS ("AGREEMENT").
Subject to your ("Licensee") full compliance with all of the terms and conditions of this API Agreement ("Agreement") and the iScriba API Platform Policy, NRD Solutions SAS ("NRD Solutions") grants Licensee a non-exclusive, revocable, nonsublicensable, nontransferable license to download and use the iScriba application program interface and other materials provided by NRD Solutions (collectively, "API") to develop, reproduce, display and distribute applications, websites and/or services (collectively “Applications”) that interoperate with NRD Solutions’s iScriba® service, iScriba.com or any other web property owned by NRD Solutions (collectively "iScriba Service"). Licensee may not install or use the API for any other purpose without NRD Solutions's prior written consent. Licensee shall 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/descrambling equipment, libelous, defamatory, obscene, pornographic, abusive or otherwise offensive content, prostitution, body parts and bodily fluids, stolen products and items used for theft, fireworks, explosives, and hazardous materials, government IDs, police items, gambling, professional services regulated by state licensing regimes, non-transferable items such as airline tickets or event tickets, weapons and accessories, automatic or autonomous control of vehicles, aircraft or other mechanical devices, dispatch or fleet management, or emergency or life-saving purposes.
As between NRD Solutions and Licensee, the API, the iScriba Service, any and all content, documentation, code, data and related materials made available through the API, any and all data and information collected and/or derived from the iScriba Service (including, without limitation, user data received from the iScriba Service or submitted to the iScriba Service), and all intellectual property rights in and to all of the foregoing, are and shall at all times remain the sole and exclusive property of NRD Solutions and are protected by applicable intellectual property laws and treaties.
Except as expressly and unambiguously authorized under this Agreement, Licensee may not:
NRD Solutions reserves the right, in its sole discretion to modify this Agreement and/or the iScriba Platform Policy at any time by posting a notice to developer.iscriba.com. You shall be responsible for reviewing and becoming familiar with any such modification. Such modifications are effective upon first posting or notification and use of the iScriba API by Licensee following any such notification constitutes Licensee’s acceptance of the terms and conditions of this Agreement as modified.
THE API IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, NRD SOLUTIONS AND ITS VENDORS EACH DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE API, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, INTERFERENCE WITH QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. FURTHER, NRD SOLUTIONS DISCLAIMS ANY WARRANTY THAT LICENSEE'S USE OF THE API WILL BE UNINTERRUPTED OR ERROR FREE.
This Agreement does not entitle Licensee to any support for the APIs, unless Licensee makes separate arrangements with NRD Solutions and pays all fees associated with such support. Any such support provided by NRD Solutions shall be subject to the terms of this Agreement as modified by the associated support Agreement.
REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, AND EXCEPT FOR BODILY INJURY, IN NO EVENT WILL NRD SOLUTIONS OR ITS VENDORS, BE LIABLE TO LICENSEE OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE API, EVEN IF NRD SOLUTIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE. ANY CLAIM 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. IN ADDITION, NRD SOLUTIONS DISCLAIMS ALL LIABILITY OF ANY KIND OF NRD SOLUTIONS'S VENDORS.
Licensee agrees that NRD Solutions shall have no liability whatsoever for any use Licensee makes of the API. Licensee shall indemnify and hold harmless NRD Solutions from any and all claims, damages, liabilities, costs and fees (including reasonable attorneys' fees) arising from Licensee's use of the API.
This Agreement shall continue until terminated as set forth in this Section. Either party may terminate this Agreement at any time, for any reason, or for no reason including, but not limited to, if Licensee violates any provision of this Agreement. Any termination of this Agreement shall also terminate the license granted hereunder. Upon termination of this Agreement for any reason, Licensee shall cease using, destroy and remove from all computers, hard drives, networks, and other storage media all copies of the API and all iScriba User Data, and shall so certify to NRD Solutions that such actions have occurred. NRD Solutions shall have the right to inspect and audit Licensee's facilities to confirm the foregoing. Sections 7 through 14 and all accrued rights to payment shall survive termination of this Agreement.
If Licensee is part of an agency, department, or other entity of a Government ("Government"), the use, duplication, reproduction, release, modification, disclosure or transfer of the API are restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The API are a "commercial item," "commercial computer software" and "commercial computer software documentation." In accordance with such provisions, any use of the API by the Government shall be governed solely by the terms of this Agreement.
Licensee shall comply with all export laws and restrictions and regulations of the Directorate General of Customs and Indirect Rights, or other France or foreign agency or authority, and Licensee shall not export, or allow the export or re-export of the API in violation of any such restrictions, laws or regulations. By downloading or using the API, Licensee agrees to the foregoing and represents and warrants that Licensee is not located in, under the control of, or a national or resident of any restricted country.
Unless the parties have entered into a written amendment to this agreement that is signed by both parties regarding the iScriba API, this Agreement and the iScriba Platform Policy constitute the entire agreement between Licensee and NRD Solutions pertaining to the subject matter hereof, and supersedes any and all written or oral agreements with respect to such subject matter. The prevailing party in any action arising out of this Agreement shall be entitled to an award of its costs and attorneys' fees. This Agreement may be amended only by a writing executed by NRD Solutions. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of NRD Solutions to act with respect to a breach of this Agreement by Licensee or others does not constitute a waiver and shall not limit NRD Solutions's rights with respect to such breach or any subsequent breaches. This Agreement is personal to Licensee and may not be assigned or transferred for any reason whatsoever (including, without limitation, by operation of law, merger, reorganization, or as a result of an acquisition or change of control involving Licensee) without NRD Solutions's prior written consent and any action or conduct in violation of the foregoing shall be void and without effect. NRD Solutions expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder.
Last updated on October 25, 2015.