Updated: November 16th, 2021; Effective from November 16th, 2021
THESE TERMS SHOULD BE READ CAREFULLY, AS THEY AFFECT THE PARTIES LEGAL RIGHTS BY, AMONG OTHER THINGS, LIMITING VOTACALL’S LIABILITY AND PERMITING VOTACALL TO CHANGE THESE TERMS.
This Votacall API License Agreement (this "Agreement") governs the access to and use of any application programming interface provided by Votacall, Inc. (“Votacall”) or any of its affiliates and subsidiaries (collectively with Votacall, "Company," "we," or "us") to you and, if you are accessing or using the API on behalf of or for the benefit of your employer or other entity, such employer or other entity (collectively, "you" or "your"), except that in the event that you have acquired such access to and use of the API pursuant to a software development kit licensed to you by the Company subject to an Votacall Software Development Kit License Agreement, your access to and use of the API shall be governed by and subject to such Votacall Software Development Kit License Agreement. This is a legally binding contract between you and Votacall.
BY ACCESSING OR USING THE API, OR BY OTHERWISEINDICATING ACCEPTANCE OR AGREEMENT, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT; (C) IF YOU ARE AGREEING TO BE BOUND BY THE AGREEMENT ON BEHALF OF YOUR EMPLOYER OR OTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO BIND YOUR EMPLOYER OR SUCH ENTITY TO THE AGREEMENT; AND(D) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT ACCEPT THESE TERMS OR DO NOT HAVE THE REQUISITE AUTHORITY, YOU MAY NOT ACCESS OR USE THE API.
This Agreement does not govern use of the Company Offerings. See the Service Agreement, or terms and conditions, applicable to such Company Offerings.
- (a) "API" means any application programming interface and any associated documentation or other materials made available by Company on the Company Websites or otherwise made available to you by us from time to time.
- (b) "API Key" means the security key Company makes available for you to access the API.
- (c) "Company Offerings" means the Company products, services, and platforms, including but not limited to subscription services and software applications, functionalities, tools, interfaces and documentation provided in connection therewith, made available by Company.
- (d) "Company Websites" means the Company websites, including but not limited to those located at www.votacall.com, myvotacall.com, and all web accessible services under votacall.one and its subdomains.
- (e) "Documentation" means the associated manuals and technical documentation described at the Company Websites or otherwise made available to you by us from time to time in any format, including print or electronic.
- (f) "Your Applications" means any applications developed by you to interact with the API.
- License Grant. Subject to and conditioned on your compliance with all terms and conditions set forth in this Agreement, we hereby grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the term of the Agreement to use the API solely for your internal business purposes of developing Your Applications that will communicate and interoperate with the Company Offerings and enabling you and/or your end users to accessor use the Company Offerings through Your Application. You are required to include Votacall’s copyright notices on Your Application. You may not use Company’s name, logo or trademarks to market Your Application, unless expressly agreed to in writing in advance by the Company. You acknowledge that there are no implied licenses granted under this Agreement, and no licenses or immunities granted to the combination of the API with any other software. We reserve all rights that are not expressly granted. You may not use the API for any other purpose without our prior written consent. Use, reproduction and distribution of components of the API licensed under an open source software license (if so included) are governed solely by the terms of that open source software license and not this Agreement. You may use the API only in connection with the Company Offerings for which they are made available, unless the Documentation for the applicable API authorizes broader use.
- Use Restrictions. The licenses granted in Section 2 (License Grant) are conditioned upon your compliance with the following limitations. Except as expressly authorized under this Agreement, you may not:
- (a) copy, modify, or create derivative works of the API, in whole or in part;
- (b) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the API;
- (c) 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, except and only to the extent applicable law expressly permits, despite this limitation;
- (d) remove any proprietary notices from the API;
- (e) 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 entity, including but not limited to the Company, or that violates any applicable law;
- (f) combine or integrate the API with any software, technology, platform, services, or materials not authorized by Company;
- (g) 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;
- (h) use the API to replicate or attempt to replace the user experience of any Company Offering;
- (i) use the API to develop applications for other platforms or to develop another API;
- (j) attempt to cloak or conceal your identity or the identity of Your Applications when requesting authorization to use the API;
- (k) use the API with any software or other materials that are subject to licenses or restrictions (e.g. Viral Open Source Licenses) that, when combined with the API, could require You or the Company to disclose, license, distribute, or otherwise make all or any part of the API or Company Offerings available to anyone else."Viral Open Source Licenses" shall mean software licenses such as the GNU General Public License, the GNU Lesser General Public License, or any other license terms that could require, or condition your use, modification, or distribution of such software on, the disclosure, distribution, or licensing of any other software in source code form, for the purpose of making derivative works, or at no charge; or
- (l) apply to patent any invention which is derived from or based on the API or interconnection or interoperability between Your Application and the API and/or the Company Offerings. In the event of a breach of subsection (l) hereof, you hereby grant to Company a nonexclusive, worldwide, royalty-free, perpetual, irrevocable, sublicensable, assignable right and license to fully exercise all resulting patent rights and to allow others to do so.
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 the Company Websites 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.
- Additional API Requirements. Your use of the API may be subject to additional terms and conditions and the Company may require you to obtain an API Key prior to accessing or using such API. You must obtain such API Key via written request in the form of a ticket at support.votacall.com. You (a) may not share your API Key with any third party, (b) must keep your API Key and all log-in information secure, and (c) must use the API Key as your sole means of accessing the API. Your API Key may be revoked at any time by us in our sole and absolute discretion.
- 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. 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.
- 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"). Updates may adversely affect how Your Applications communicate with the Company Offering and/or API. You are required to make any changes to Your 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. Knowledge and programming skills required to authenticate to, and utilize the API are your sole responsibility. No further documentation other than that which is provided on the API documentation page is available, nor will development assistance be provided by the Company.
- 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.
- Intellectual Property Ownership; Feedback. You acknowledge that, as between you and us, (a) we and/or our licensors own all right, title, and interest, including all Intellectual Property Rights, in and to the API and the Company Offering 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 9(a). "Intellectual Property Rights" means any and all rights under patent law, copyright law, trade secret law, trademark law, and any and all other proprietary rights. You will use commercially reasonable efforts to safeguard the API (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 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 suggesting or recommending changes to the API or the Company Offering, 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.
- Disclaimer of Warranties. THE API AND ANY INFORMATION PROVIDED THROUGH ANY API 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 AND ANY INFORMATION PROVIDED THROUGH ANY API, 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.
- 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, (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.
- 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, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE API OR ANY INFORMATION PROVIDED THROUGH ANY 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 YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.
- Term and Termination. The term of this Agreement commences when you access the API and will continue in effect until terminated as set forth in this Section 13 (Term and Termination). 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. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement. You may terminate this Agreement at any time by ceasing your access to and use of the API. 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. 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.
- Confidentiality. During the term of this Agreement and for a period of at least three (3) years thereafter, you shall keep the API and all Documentation and other related information (the “Confidential Information”) confidential and you agree (a) not to make any disclosure of Confidential Information to any third party except with the Company’s prior written consent; (b) not to use Confidential Information except for the purpose expressly contemplated by this Agreement; and (c) to protect Confidential Information with the same degree of care as you use to protect your own Confidential Information against public disclosure, and in any event no less than reasonable care. The obligations set forth in Section 14 shall not apply to any Confidential Information (i) that the Company releases to the general public or that otherwise enters the public domain through no fault of yours or (ii) that is required to be disclosed pursuant to a subpoena, court order or other lawful process.
- Equitable Relief. You acknowledge that your breach of this Agreement may cause the Company irreparable harm, for which an award of damages would not be adequate compensation and, in the event of such a breach or threatened breach, the Company will be entitled to equitable relief, including in the form of a restraining order, orders for preliminary or permanent injunction, specific performance, and any other relief that may be available from any court, and you hereby waive any requirement for the securing or posting of any bond or the showing of actual monetary damages in connection with such relief. These remedies are not exclusive but are in addition to all other remedies available under this Agreement at law or in equity, subject to any express exclusions or limitations in this Agreement to the contrary.
- Export Regulation. The API may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You will 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. You will 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. You may not access or use the API and may not accept the Agreement if you are a person barred from accessing or using the API under the laws of the United States or other countries, including the country in which you are resident or from which you access, or use the API.
- Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time. You will be notified of modifications through notifications or posts on the Company Websites. You will be responsible for reviewing and becoming familiar with any such modifications.
- Governing Law and Jurisdiction. The Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its choice or conflicts of law rules. The parties agree to submit to the exclusive jurisdiction of the state and federal courts within Norfolk County, Massachusetts, and waive any objection as to venue or inconvenient forum in such courts.
- 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 relating to the subject matter of this Agreement must be sent to firstname.lastname@example.org. 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.