Common use of API USE Clause in Contracts

API USE. a) The Company grants Customer a limited, non-exclusive, revocable, non-transferable license without the right to sublicense, to electronically access and use the Company's publicly documented APIs and other Services to initiate User Activity in a manner consistent with this Platform Agreement and documentation provided to you. The Services includes the Company’s APIs and any software, programs, documentation, tools, Internet-based services, components, images and any updates (including software maintenance, service information, help content, bug fixes or maintenance releases) thereto provided to you by the Company. You will be entitled to updates to the API, subject to any additional terms made known to you at that time, when the Company makes these updates available. b) The license granted by this Agreement is solely for your website or website you choose to offer securities. Customer Platform, and/or application and you may not use it for any personal, family, household purposes. Such license is limited to be used solely for your website, Customer Platform or application and not repackaged or resold by Customer as Customer’s own white label API or software. Customer is not granted a license or right to use, reproduce, translate, rearrange, modify, enhance, display, resell, lease, sublicense or otherwise distribute, transfer of dispose of the API or Services, in whole or in part, to be separately provided by Customer on a white label basis to Customer’s Users. Further, the Services are licensed and not sold and the Company reserves all rights not expressly granted to Customer in this Platform Agreement. Copyright, trade secret and other intellectual property laws protect the APIs. Company owns all right, interest, title and other worldwide intellectual property and proprietary rights in and to the APIs and the Services. Customer owns all right, title and interest in and to the branding and content of the Customer Platform, other than the APIs and Services. c) You will not, and you will not permit your Users to directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the APIs or Services or any software, documentation or data related to the Services or API; modify, translate, or create derivative works based on the Services or the API (except to the extent expressly permitted by the Company); use the Services or API for timesharing or service bureau purposes or otherwise for the benefit of a third; or, except as otherwise approved in writing by the Company, remove any proprietary notices or labels. d) Further, you may not remove or export from the United States or allow the export or re-export of the Services, APIs or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the API and documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Platform Agreement and will be prohibited except to the extent expressly permitted by the terms of this Platform Agreement. e) As the Company and Customer Platform innovates, occasional changes to our APIs and Customer Platform, including backwards-incompatible changes will be required. In addition, Company may make some changes to the Platform necessary for updates, improvements and security measures. The Company will use commercially reasonable efforts to give advanced notice of these changes, and will not materially degrade the performance, features or functions of the APIs. f) The Company may, from time to time, perform maintenance on the API and/or update the API and other Services. Such maintenance and updates may result in temporary unavailability of the Services or API. The Company will use its best efforts to conduct such updates during planned system outages between the hours of 1am – 4am EST, and will provide Customer with prior written notice. g) In the event Company will integrate and/or configure the API/Services on the Customer Platform, such integration and/or configuration services will be subject to Customer’s testing and acceptance in accordance with the terms herein. Upon completion of any integration or configuration services, Customer will have a ten business days (the “Testing Period”) period to test and inspect such services to validate whether such services conform in all material respects with the written specifications and acceptance conditions mutually agreed upon by the parties (the “Specifications”). At the end of the Testing Period, Customer shall notify Company whether it has accepted such services (“Accept”), or whether it has identified discrepancies with the Specifications (“Reject”). If Customer Rejects a service, it will provide Company with a written list of items that must be corrected. On receipt of Customer’s notice, Company will, at no additional charge to Customer, promptly commence all commercially reasonable efforts to complete, as quickly as possible, such necessary corrections, repairs and modifications of the APIs and services, as will permit them to be ready for retesting. The testing and inspection process shall resume as set forth above with Customer have an additional Testing Period. If Customer determines that the services, as revised, still do not comply with all material respects with the Specifications, then Customer may either (1) afford Company the opportunity to repeat the correction and modification process as set forth above at no additional cost to Customer, or (2) terminate the relevant Platform Agreement, in which case, Customer will return the API(s) to Company and Company will refund to Customer, within ten business days, all amounts prepaid by Customer with respect to such APIs and/or Services that are the subject of the Rejection. Such process will be repeated until Customer either Accepts the services or terminates the relevant SaaS Order Form.

API USE. a) The Company grants Customer a limited, non-exclusive, revocable, non-transferable license without the right to sublicense, to electronically access and use the Company's publicly documented APIs and other Services to initiate User Activity in a manner consistent with this Platform Agreement and documentation provided to you. The Services includes the Company’s 's APIs and any software, programs, documentation, tools, Internet-based services, components, images and any updates (including software maintenance, service information, help content, bug fixes or maintenance releases) thereto provided to you by the Company. You will be entitled to updates to the API, subject to any additional terms made known to you at that time, when the Company makes these updates available. b) The license granted by this Agreement is solely for your website or website you choose to offer securities. Customer Platform, and/or application and you may not use it for any personal, family, household purposes. Such license is limited to be used solely for your website, Customer Platform or application and not repackaged or resold by Customer as Customer’s 's own white label API or software. Customer is not granted a license or right to use, reproduce, translate, rearrange, modify, enhance, display, resell, lease, sublicense or otherwise distribute, transfer of dispose of the API or Services, in whole or in part, to be separately provided by Customer on a white label basis to Customer’s 's Users. Further, the Services are licensed and not sold and the Company reserves all rights not expressly granted to Customer in this Platform Agreement. Copyright, trade secret and other intellectual property laws protect the APIs. Company owns all right, interest, title and other worldwide intellectual property and proprietary rights in and to the APIs and the Services. Customer owns all right, title and interest in and to the branding and content of the Customer Platform, other than the APIs and Services. c) You will not, and you will not permit your Users to directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the APIs or Services or any software, documentation or data related to the Services or API; modify, translate, or create derivative works based on the Services or the API (except to the extent expressly permitted by the Company); use the Services or API for timesharing or service bureau purposes or otherwise for the benefit of a third; or, except as otherwise approved in writing by the Company, remove any proprietary notices or labels. d) Further, you may not remove or export from the United States or allow the export or re-export of the Services, APIs or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the API and documentation are “"commercial items” " and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “"commercial computer software” " and “"commercial computer software documentation.” " Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Platform Agreement and will be prohibited except to the extent expressly permitted by the terms of this Platform Agreement. e) As the Company and Customer Platform innovates, occasional changes to our APIs and Customer Platform, including backwards-incompatible changes will be required. In addition, Company may make some changes to the Platform necessary for updates, improvements and security measures. The Company will use commercially reasonable efforts to give advanced notice of these changes, and will not materially degrade the performance, performance features or functions of the APIs. f) The Company may, from time to time, perform maintenance on the API and/or update the API and other Services. Such maintenance and updates may result in temporary unavailability of the Services or API. The Company will use its best efforts to conduct such updates during planned system outages between the hours of 1am – ▇▇▇ — 4am EST, and will provide Customer with prior written notice. g) In the event Company will integrate and/or configure the API/Services on the Customer Platform, such integration and/or configuration services will be subject to Customer’s 's testing and acceptance in accordance with the terms herein. Upon completion of any integration or configuration services, Customer will have a ten business days (the “"Testing Period”") period to test and inspect such services to validate whether such services conform in all material respects with the written specifications and acceptance conditions mutually agreed upon by the parties (the “"Specifications”"). At the end of the Testing Period, Customer shall notify Company whether it has accepted such services (“"Accept”"), or whether it has identified discrepancies with the Specifications (“"Reject”"). If Customer Rejects a service, it will provide Company with a written list of items that must be corrected. On receipt of Customer’s 's notice, Company will, at no additional charge to Customer, promptly commence all commercially reasonable efforts to complete, as quickly as possible, such necessary corrections, repairs and modifications of the APIs and services, as will permit them to be ready for retesting. The testing and inspection process shall resume as set forth above with Customer have an additional Testing Period. If Customer determines that the services, as revised, still do not comply with all material respects with the Specifications, then Customer may either (1) afford Company the opportunity to repeat the correction and modification process as set forth above at no additional cost to Customer, or (2) terminate the relevant Platform Agreement, in which case, Customer will return the API(s) to Company and Company will refund to Customer, within ten business days, all amounts prepaid by Customer with respect to such APIs and/or Services that are the subject of the Rejection. Such process will be repeated until Customer either Accepts the services or terminates the relevant SaaS Order Form.