API License Agreement

TABLE OF CONTENTS

This Application Programming Interfaces Licensing Agreement ("Agreement") is a legal agreement between you or any company you represent ("Licensee") and AskField Inc., and its subsidiaries/affiliates ("AskField", "we" or "us") for the API licensed by AskField. By accepting these terms or by installing, downloading, copying, or otherwise using the Application Programming Interface ("API"), you agree to be and will be bound by the terms of this Agreement as a condition of your license. If you do not agree to the terms of this Agreement, you may not use the API.

1. Definitions:

  1. "API" means AskField platform technology which may include object code, software libraries, software tools, sample source code, published specifications and Documentation. API shall include any future, updated or otherwise modified version(s) thereof furnished by AskField (in its sole discretion) to Licensee.
  2. "Documentation" includes, but is not limited to programmer guides, CDs, manuals, materials, and information appropriate or necessary for use in connection with the API.

2. Grant of License:

Subject to the terms and conditions of this Agreement, AskField grants to Licensee a limited, non-exclusive, non-transferable, revocable license to use the API solely for the purpose of developing applications that integrate with AskField's services.

3. Rights & Limitations:

Licensee may use the API only in accordance with the Documentation and this Agreement. Licensee shall not reverse engineer, decompile, or disassemble the API, or attempt to derive the source code of the API.

4. Ownership:

The API and Documentation are proprietary to AskField and are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. All rights, title, and interest in and to the API and Documentation remain with AskField.

5. Support:

AskField may, but is not obligated to, provide support, maintenance, updates, or modifications to the API. Any support provided by AskField is provided "AS IS" without warranty of any kind.

6. Confidentiality:

The API contains valuable proprietary information and trade secrets of AskField and its suppliers that remain the property of AskField. You shall protect the confidentiality of, and avoid disclosure and unauthorized use of, the API.

7. No Warranty:

  1. The API and Documentation are provided "AS-IS" without any warranty whatsoever. To the full extent allowed by law, the foregoing warranties and remedies are exclusive and are in lieu of all other warranties, terms, or conditions, express or implied, either in fact or by operation of law, statutory or otherwise, including warranties, terms, or conditions of merchantability, fitness for a particular purpose, satisfactory quality, correspondence with description, and non-infringement, all of which are expressly disclaimed.
  2. No advice or information, whether oral or written, obtained by you from AskField or through or from the API shall create any warranty not expressly stated in this agreement. AskField does not warrant that the API and Documentation are suitable for licensee's use, that the API or Documentation are without defect or error, that operation will be uninterrupted, or that defects will be corrected. Further, AskField makes no warranty regarding the results of the use of the API and Documentation.

8. Limitation of Liability:

ASKFIELD WILL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THE USE OR THE INABILITY TO USE THE API WITH ANY THIRD PARTY SOFTWARE, ITS CONTENT OR FUNCTIONALITY, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF BUSINESS PROFITS OR REVENUE; BUSINESS INTERRUPTION OR WORK STOPPAGE; COMPUTER FAILURE OR MALFUNCTION; LOSS OF BUSINESS INFORMATION; OR ANY OTHER PECUNIARY LOSS, ARISING OUT OF THE USE OF OR INABILITY TO USE THE API, EVEN IF ASKFIELD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Indemnity:

You agree to indemnify, defend, and hold harmless AskField, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, obligations, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from your use of the API or violation of this Agreement.

10. Disclaimer of Warranties:

THE API IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

11. Term & Termination:

This Agreement is effective until terminated. AskField may terminate this Agreement at any time, with or without cause, upon notice to you. Upon termination, you must immediately cease all use of the API and destroy all copies of the API and Documentation in your possession.