AODocs API Services & Licenses Agreement
Last Updated: January 25, 2021
This API services & license agreement (the “API Agreement”) is a legal agreement between Altirnao, Inc., herein “Altirnao”, a Delaware corporation having an office and place of business at 149 East 36TH Street, New York, NY 10016, USA, and the person or entity agreeing to the terms herein (“You”, “Your”, “you” or “your”). We may refer to "Altirnao” as “We”, “Us”, ‘Our” or "we", “us”, "our" in the API Agreement.
The API Agreement governs your access and use of the AODocs API, the AODocs API Materials and the API Integrations (as defined below) and shall apply to You whether You are (a) a customer of Altirnao wishing to develop and use an API Integration, yourself or with the help of an API Partner or of Altirnao (a “Customer”) (b) a third party entity that Altirnao authorizes to develop API Integrations for a Customer (an “API Partner”). In case a Customer contracts with an API Partner so that the API Partner develops and/or manages for the Customer an API Integration, Customer and API Partner will both be bound by the terms of this API Agreement. Moreover, Customer shall be jointly liable with the API Partner for all obligations under this Agreement.
By accepting this API Agreement, either by clicking a box indicating your acceptance, by using the AODocs API, the AODocs API Materials or the API Integrations or by executing this API Agreement or an order form or other document that references this API Agreement, you agree that you have read, understand, and agree to be bound by all of the terms and conditions contained in this API Agreement.
If you are entering into this API Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this API Agreement and may not use the AODocs API, the AODocs API Materials or the API Integrations.
For the avoidance of doubt, Your use of AODocs API, AODocs API Materials and the API Integrations is subject to this API Agreement, not the Altirnao’s terms of services. However, if you are a Customer, Your use of the Services remains subject to the Altirnao’s terms of services located at https://www.aodocs.com/terms-of-service (for AODocs platform) or at https://www.aodocs.com/ufo/terms-of-service (for UFO) and/or any other similar agreement executed between You and Us related to our provision of products and/or services to You.
You may not access the AODocs API if You are an Altirnao competitor, except with Alitrnao’s prior written consent. In addition, You may not access the AODocs API for purposes of monitoring its availability, performance or functionality, or for any other benchmarking or competitive purposes.
“API Integrations” means the systematic interactions between Non-AODocs Applications and the Services, that are developed through the AODocs API by You, by Altirnao for You under an dedicated statement of work or by an API Partner for You.
“AODocs API” means the Application Programming Interface (API) methods exposed by Altirnao to interact with the Services, and the developer tools provided by Altirnao (including, but not limited do, the Web applications allowing you to test the API methods from a browser and the client libraries made available by Altirnao). Together they allow You to utilize the Services features through Non-AODocs Applications, and to develop API Integrations extending the Services' functionality.
“AODocs API Materials” means any specifications or other technical documentation related to the AODocs API that may be provided to You by Altirnao through https://api.aodocs.com or at such other URL as We may provide from time to time.
“Confidential Information” means all non-public information disclosed in written, oral or visual form by either party (the “disclosing party”) to the other (the “receiving party”). Confidential Information may include, but is not limited to, services, pricing information, computer programs, source code, names and expertise of employees and consultants, know-how, and other technical, business, financial and product development information. Your Client Id shall be considered Confidential Information. Confidential Information does not include any information that the receiving party can demonstrate by its written records (1) was rightfully known to it without obligation of confidentiality prior to its disclosure hereunder by the disclosing party; (2) is or becomes publicly known through no wrongful act of the receiving party; (3) has been rightfully received without obligation of confidentiality from a third party authorized to make such a disclosure; or (4) is independently developed by the receiving party without reference to confidential information disclosed hereunder.
“Feedback” means all feedback, suggestions, and ideas that You provide to Altirnao or its affiliates concerning improvements, enhancements or modifications to the AODocs API, AODocs API Materials or API Integrations.
“Non-AODocs Applications” means a web-based or offline software application that is provided by You or by a third party and interoperates with one or more of the Services through an API Integration.
“Intellectual Property Rights” means, on a worldwide basis, any and all now known or hereafter known (a) rights associated with works of authorship including copyrights and moral rights, (b) trademark and trade name rights and similar rights, (c) trade secret rights, (d) patent rights and other industrial property rights, (e) intellectual and industrial property rights of every other kind and nature and however designated, whether arising by operation of law or otherwise, and (f) all registrations, applications, renewals, extensions, continuations, divisions, or reissues thereof now or hereafter existing, made, or in force (including any rights in any of the foregoing).
“Services” means the products to be provided by Altirnao to its Customers (including You if you are a Customer) pursuant to an order form or statement of work or made available by Altirnao to You under a free trial or as Beta Services. “Services” exclude Non-AODocs Applications.
“Use Information” means all information relating to Your use, testing or evaluation of the AODocs API, AODocs API Materials or API Integrations, including all observations or information regarding the performance, features and functionality of the AODocs API, AODocs API Materials or API Integrations.
“User” means an individual who is authorized by a Customer to use one or more of the Services, for whom a Customer have ordered the Services, and to whom a Customer (or We at Your request) have supplied a User identification and password.
- USING AODOCS API
2.1 License. Subject to Your compliance with all the terms and conditions set forth in this API Agreement and in the Policies, we hereby grant You a non-exclusive, non-transferable, non-assignable, non-sublicensable, worldwide and revocable right and license during the term of this API Agreement solely to (a) access, use and make calls to the AODocs API in order to develop API Integrations with Non-AODocs Applications solely for Your internal business purposes for Your use (or, in case You are an API Partner, the Customer You are servicing use) in connection with the Services, (b) use AODocs API Materials solely as necessary to access and use the AODocs API in the manner permitted by this API Agreement, (c) use the API Integrations solely for Your internal business purposes in connection with Your use (or, in case You are an API Partner, the Customer You are servicing use) of the Services, and (d) if you are an API Partner, share the API Integrations with other Customer that you may service in the future (pending you otherwise have all rights to do so and in compliance with this API Agreement).
2.2. Warranties on the Non-AODocs Applications. By accessing or using the AODocs API and AODocs API Materials to connect a Non-AODocs Application and the Services through an API Integration, you represent, warrant and covenant that (a) You have the right and authority to integrate the Non-AODocs Application with the Services in compliance with the terms of this API Agreement and (b) the Non-AODocs Application and its use will not and do not violate, infringe or misappropriate, as applicable, any applicable laws or regulations or third party rights (including Intellectual Property Rights and rights of privacy and publicity).
2.3. Compliance with Law, Third Party Rights, Policies and this API Agreement. You will (and, if you are a Customer, You will require your API Partner and your Users to) comply with all applicable law, regulations (including all applicable privacy laws and regulations), third party rights, Policies and this API Agreement. You represent and warrant that Your API Integrations and the Non-AODocs Application you are connecting to with you API Integrations (whether developed by You or by a third party) and their use will not violate (a) this API Agreement and Policies, (b) any third party rights (including Intellectual Property Rights and rights of privacy or publicity), (c) any applicable third parties policies and terms and conditions (including notably terms and conditions applicable to the Non-AODocs Application) or (d) any applicable laws or regulations.
2.4. Your other responsibilities. You are solely responsible, at your own expense, for (i) Your (and, if you are a Customer, your API Partner and Your Users) use of and access to any Non-AODocs Application (whether developed by You or by a third party), including any use or access through the API Integrations, (ii) the connection between Your API Integration and a Non-AODocs Application (whether developed by You or by a third party), (iii) Your API Integrations and/or any Non-AODocs Application (whether developed by You or by a third party) and their distribution, operation and support, (iv) your own relationships and agreements regarding Your API Integrations and/or any Non-AODocs Application (whether developed by You or by a third party) and (v) any exchange of information or data (including but not limited to personal information or data) between the Non-AODocs Application and the Services through the API Integration and AODocs API (and You shall ensure that such exchange of information or data comply with all applicable laws, the terms of this API Agreement and any applicable policies or terms and conditions of any third party Non-AODocs Application you are connecting with).
If you are a Customer, you are at all times fully responsible and liable for all acts and omissions by Users to whom You have granted access to the Service, AODocs API, AODocs API Material and/or API Integrations and You agrees to indemnify Altirnao for all claims and losses related to any such acts and/or omissions.
Your API Integrations and the Non-AODocs Application You are connecting to with your API Integrations may need to meet certain minimum quality, security and privacy standards defined by Altirnao from time to time, and you agree to demonstrate that it meets such standards upon request.
You agree that you will not develop (or have an API Partner develop for you) an API Integrations which aim to circumvent the pricing model or licensing model of the Services.
2.5 Your Content. As between You and Altirnao, you retain all right, title and interest in any and all data, files, attachments, text, images, personally identifiable information, and other content that You (and, if you are a Customer, Your Users or Your API Partner) upload or submit to the AODocs API or your API Integrations (collectively, "Your Content"). You may not upload, post or otherwise make available through the AODocs API and/or your API Integrations any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right owned by a third party, and the burden of determining whether any material is protected by any such right is on you. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use any and all of Your Content. You represent and warrant that you have all rights, permissions and consents necessary (a) to make Your Content available on or through the AODocs API, your API Integrations and the Non-AODocs Application you are connecting with, and (b) to grant Altirnao the limited rights to use Your Content set forth in this API Agreement. You agree that Altirnao may use Your Content to provide the AODocs API and your API Integrations with the Non-AODocs Application, including by making it available to the third party provider of the Non-AODocs Application through your API Integrations.You hereby grant Altirnao a non-exclusive, perpetual, royalty-free, worldwide license (including the right to sublicense through multiple tiers) to access, use, reproduce, distribute, store, transmit, modify, adapt, reformat, publicly display, publicly perform and create derivative works of Your Content as required for the purpose of providing You the AODocs API, AODocs API Materials and the API Integrations with Non-AODocs Applications. You understand and agree that Altirnao may, notwithstanding any provision of any separate nondisclosure agreement that may have been executed between You and Altirnao, and to the extent necessary to provide You the AODocs API, AODocs API Materials and API Integrations with Non-AODocs Applications, distribute and disclose Your Content (a) to your Users, (b) to your API Partner (if any) (c) to the Non-AODocs Applications and their third party provider and (d) to Altirnao's service providers who act on Altirnao's behalf in providing the AODocs API, AODocs API Materials or API Integrations.
2.6. Third Party Software and Open Source Software. The AODocs API and AODocs API Materials may be provided in conjunction with other components, including certain third party software ("Third Party Software"), that are provided by their authors under separate license terms (the "Third Party Terms") and certain sample code that is separately licensed under an open source license (“Open Sourced Sample Code”). Your use of the Third Party Software and Open Sourced Sample Code in conjunction with the AODocs API is subject to the Third-Party Terms or terms of the open source license governing such Open Sourced Sample Code, as applicable, and not this API Agreement.
- USE INFORMATION, FEEDBACK, RESTRICTIONS AND LIMITATIONS OF AODOCS API
3.1 Access and use of AODocs API, API Cient Id. In order to use and access the AODocs API, You (and, if you are a Customer, your API Partner) will have to (i) create an OAuth Client Id that will be used to perform the calls to the API methods, and (ii) submit this Client Id to Altirnao technical support so Altirnao may (at its discretion) allow this Client Id to access the AODocs API. Both Customer and API Partner (if any) must create their own respective Client Id and submit it to Altirnao in order to be approved for access and use of the AODocs API. You may not share this Client Id or any AODocs User account used to manage or create the AODocs API configurations and API Integrations with any third party (except, if you are a Customer, Your API Partner). You must keep such Client Id secure and confidential (for illustration, using an encrypted password management tool). You agree to notify Altirnao if Your Client Id is lost, stolen or disclosed to an unauthorized third party, if there is any unauthorized use of Your Client Id or Altirnao’s accounts, or if You learn of any other breach of security in relation to the Service, the AODocs API or API Integrations.
3.2 Use Information and Feedback. YOU AGREE THAT ALTIRNAO MAY COLLECT AND ANALYSE DATE AND OTHER INFORMATION RELATING TO THE PROVISION, USE OR PERFORMANCE OF THE AODOCS API, AODOCS API MATERIALS AND API INTEGRATIONS TO ENSURE QUALITY, IMPROVE ALTIRNAO PRODUCTS AND SERVICES, AND VERIFY YOUR COMPLIANCE WITH THE API AGREEMENT. Altirnao may disclose the collected data and information in aggregate or other de-identified form to improve and enhance the AODocs API, AODocs API Materials or API Integrations. Moreover, in consideration of the rights granted in this API Agreement, You hereby agree to provide Altirnao Use Information, when and in the form reasonably requested by Altirnao.
Any Feedback or Use Information you provide to Altirnao is provided to Altirnao on a non-confidential basis (notwithstanding any notice to the contrary you may include in any accompanying communication) and shall be considered Altirnao’s proprietary and confidential information. You hereby transfer and assign to us all rights, title and interest (including intellectual property rights) embodied or arising in connection with any Feedback or any Use Information, and any other rights or claims that You may have with respect to any such Feedback or Use Information. You will not provide any Use Information or Feedback unless You have all rights necessary to do so. You agree not to use any Use Information except for Your internal evaluation purposes.
3.3 Non-Exclusivity. The rights granted by Altirnao to You in this API Agreement are nonexclusive and Altirnao reserves the right to develop products or services related to or that may compete with any of the products that You may develop in connection with Your use of the AODocs API, the API Integrations, the Services or the Non-AODocs Applications.
3.4 Restrictions of use. You hereby agree not to (and will not authorize any third party to, and, if you are a Customer, will not authorize your API Partner or your Users to), directly or indirectly: (a) allow access to the AODocs API, AODocs API Materials, or API Integrations by any third party other than Your Users or API Partner who (i) have a need to use or access the AODocs API, AODocs API Materials or API Integrations, and (ii) have executed agreements obligating them to protect the confidentiality of the AODocs API, AODocs API Materials, and API Integrations in accordance with the confidentiality provisions herein; (b) use the AODocs API, AODocs API Materials, or API Integrations in violation of any Policies; (c) violate any usage limits for the AODocs API that We may communicate to You; (d) copy, modify, adapt, translate or otherwise create derivative works of the AODocs API or AODocs API Materials; (e) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the AODocs API, (f) redistribute, sell, lease, license, sublicense, rent, assign or otherwise transfer rights in the AODocs API, AODocs API Materials, or API Integrations; (g) remove any proprietary notices or labels from the AODocs API, AODocs API Materials or API Integrations (h) develop an API Integration (either directly or through an API Partner) that results in processing or storing illegal content in the Services; (i) USE THE AODOCS API OR API INTEGRATIONS IN MISSION-CRITICAL SYSTEMS, SUCH AS THOSE USED IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, DIRECT LIFE SUPPORT MACHINES, WEAPONS SYSTEMS, OR IN-LINE MANUFACTURING IN WHICH THE FAILURE OF THE SERVICE COULD LEAD DIRECTLY TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE OR HIGH NON FATAL DAMAGES (“HIGH RISK ACTIVITIES”). ALTIRNAO SPECIFICALLY DISCLAIMS ANY EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR HIGH RISK ACTIVITIES; (j) use the AODocs API or API Integrations for spamming or any other illegal or unauthorized purpose or engage in illegal or deceptive trade practices; (k) perform an action with the intent of introducing to AODocs API or Services any viruses, worms, defects, Trojan horses, malware or any item of a destructive nature; (l) interfere or disrupt the AODocs API or the Services or the servers or networks providing the AODocs API or the Services; (m) take any action that would subject any portion of the AODocs API, AODocs API Materials or API Integrations to any third party terms, including without limitation any “open source” software license terms; (n) suggest any affiliation with Altirnao, including any suggestion that Altirnao sponsors, endorses or guarantees the Non-AODocs Applications and its API Integrations with the Services; (o) use AODocs API or API Integrations to process or store any data that is subject to the International Traffic in Arms Regulations maintained by the US Department of State or controlled for export laws, (p) use AODocs API, AODocs API Materials or API Integrations in violation of any laws in your jurisdiction; or (q) otherwise use the AODocs API, AODocs API Materials, or API Integrations in any manner or for any purpose not expressly permitted by this API Agreement.
If You, as Customer, intend to use the AODocs API, AODocs API Materials and/or API Integrations for any purpose or in any manner involving Protected Health Information, as defined in the Health Insurance Portability and Accountability Act (“HIPAA”), You shall comply with all applicable laws in this regard and it is your responsibility to execute Business Associate Agreements (“BAA”) (a) with any third party involved and (b) in accordance with AODocs terms of services located at https://www.aodocs.com/terms-of-service.
3.5. API Limitations. Altirnao sets and enforces limits on your use or access of the AODocs API (e.g. limiting the number of API requests that you may make or the number of users you may serve), in its sole discretion. You also agree not to work around any AODocs API limitation using a series of non-API calls, even if such work-arounds are possible. You agree to, and will not circumvent or attempt to circumvent, such limitations. If you would like to use any API beyond these limits, you must obtain Altirnao's express consent (and Altirnao may decline such request or condition acceptance on your agreement to additional terms and/or charges for that use).
3.6. Revocation, suspension or unavailability of AODocs API. Altirnao reserves the right to deny and/or revoke an API Integration’s AODocs API access with or without cause, at any time, with or without notice and for any reason or no reason. Such reasons may include that such API Integration’s keys have been, or are reasonably believed to have been, compromised, published, or shared. We may modify the permitted use of or suspend Your access to the AODocs API at any time and for any reason. The AODocs API also may be unavailable or its performance may be negatively affected by scheduled or unscheduled maintenance or as a result of system failures or force majeure events. We will use reasonable efforts to notify You in advance of scheduled maintenance, but We are unable to provide advance notice of unscheduled or emergency maintenance.
3.7 Modifications to the AODocs API and the AODocs API Materials. You hereby acknowledge and agree that the AODocs API is still evolving. We reserve the right to make changes to the AODocs API and the AODocs API Materials from time to time in our sole discretion, with or without notice, (and future versions may not be compatible with Your API Integrations or the Non-AODocs Applications developed using previous versions), without liability to You.
- INTELLECTUAL PROPERTY AND OWNERSHIP
4.1. Ownership of AODocs API and AODocs API Materials. You hereby acknowledge and agree that, subject to the limited rights granted hereunder, Altirnao owns and retains ownership of all right, title and interest (including all Intellectual Property Rights therein and thereto) in and to the AODocs API, the AODocs API Materials, any and all related and underlying technology, and any derivative works, modifications or improvements to any of the foregoing created by or on behalf of Altirnao. Altirnao reserves all rights not expressly granted in this API Agreement. By using AODocs API, AODocs API Materials or developing the API Integrations, You do not acquire any right, title or interest in the Services, in the AODocs API, in the AODocs API Materials or in the content that is accessed through AODocs API or API Integrations.
4.2. Ownership in Non-AODocs Applications and in API Integrations, License. We do not acquire ownership in Non-AODocs Applications or in the API Integrations You develop (or a Partner API develop for you), unless Altirnao developed the API Integrations on your behalf.
4.3. License of API Integrations. You hereby grant to Altirnao an exclusive (as to third parties, except the Customer you are developing the API Integrations for if you are an API Partner), worldwide, perpetual, irrevocable, royalty free, sublicensable right and license to copy, modify, use and distribute Your API Integrations in connection with the Services. For clarity, the foregoing exclusivity means that only You (or, if you are an API Partner, the Customer you are servicing), subject to the terms and conditions of this API Agreement (notably Section 2.1(d)), and Altirnao (or its sublicensees) have the right to exercise any rights in the API Integrations, except that either You (or, if you are an API Partner, the Customer you are servicing) or Altirnao may permit Users to use the API Integrations in connection with their permitted use of the Services. This license will survive any termination of this API Agreement. Altirnao may exercise the foregoing rights through contractors providing services to Altirnao, solely in their capacities as service providers to Altirnao. You agree to provide Altirnao with the source code for Your API Integrations upon request. You will immediately notify Altirnao in writing if You become aware of any use by any third party of Your API Integrations other than in connection with the Services or otherwise in violation of this API Agreement, and will use best efforts to cause such third party to cease any such use. You agree that Altirnao will have the right (but not the obligation) to take action against such third party, including by enforcing any Intellectual Property Rights in Your API Integrations against such third party, and you will cooperate with Altirnao in connection with any such action, including, if necessary, by being joined as a party to such action.
- SUPPORT AND MAINTENANCE
5.1 For AODocs API. Altirnao has no obligation to provide any support or maintenance for the AODocs API or to fix any errors or defects.
5.2 For API Integrations developed by Customer. Customer is solely responsible for providing all support and technical assistance to Users of the API Integrations You develop. You acknowledge and agree that Altirnao has no obligation to provide support or technical assistance directly to the Users or You or anyone for such API Integrations and You shall not represent to any User that Altirnao is available to provide such support.
5.3 For API Integrations developed by an API Partner for Customer. The support and technical assistance to Users of the API Integrations developed by an API Partner for You will be provided as agreed between You and the API Partner. You acknowledge and agree that Altirnao has no obligation to provide support or technical assistance directly to the Users or You or anyone for such API Integrations and You shall not represent to any User that Altirnao is available to provide such support.
5.4 For API Integrations developed by Altirnao for You. The support and technical assistance to Users of the API Integrations developed by Altirnao for You will be provided in accordance with the applicable statement of work between You and Us (if any).
THE AODOCS API, AODOCS API MATERIALS AND API INTEGRATIONS, INCLUDING ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE MAKE NO WARRANTIES OF ANY KIND WITH RESPECT TO THE AODOCS API, AODOCS API MATERIALS OR API INTEGRATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NOTWITHSTANDING ANY PUBLISHED MATERIALS THAT STATE OTHERWISE, ALTIRNAO MAKES NO WARRANTY THAT (I) THE AODOCS API, AODOCS API MATERIALS OR API INTEGRATIONS WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, ERROR-FREE OR THAT THEY WILL MEET ANY SPECIFIED SERVICE LEVEL, OR WILL OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME, (II) ANY INFORMATION OR ADVICE OBTAINED BY IN CONNECTION WITH THE AODOCS API, AODOCS API MATERIALS OR API INTEGRATIONS WILL BE ACCURATE OR COMPLETE OR (III) THE RESULTS OF USING THE AODOCS API, AODOCS API MATERIALS OR API INTEGRATIONS WILL MEET YOUR REQUIREMENTS. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU. NOTWITHSTANDING ANYTHING TO THE CONTRARY, ALTIRNAO MAKES AND ASSUMES NO REPRESENTATIONS, WARRANTIES, COVENANTS OR INDEMNIFICATION OR OTHER OBLIGATIONS OR LIABILITIES WITH RESPECT TO YOUR API INTEGRATIONS OR THE NON-AODOCS APPLICATIONS OR THEIR COMBINATION, INTERACTION OR USE WITH ANY THIRD PARTY NON-AODOCS APPLICATIONS, THIRD PARTY SERVICES, THE SERVICES OR THE AODOCS API.
- LIMITATION OF LIABILITY
IN NO EVENT SHALL ALTIRNAO, ITS AFFILIATES OR LICENSORS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER (INCLUDING BUT NOT LIMITED TO LOSS OF DATA, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION), ARISING OUT OF OR RELATED TO THIS API AGREEMENT, OR YOUR USE OF OR INABILITY TO USE THE AODOCS API, AODOCS API MATERIALS OR API INTEGRATIONS, EVEN IF ALTIRNAO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH ALTIRNAO RELATED TO ANY OF THE AODOCS API, AODOCS API MATERIALS OR API INTEGRATIONS SHALL BE TERMINATION OF SUCH SERVICE. THE AGGREGATE LIABILITY OF ALTIRNAO AND ITS AFFILIATES AND LICENSORS ARISING FROM OR RELATED TO THIS API AGREEMENT OR YOUR USE OF OR INABILITY TO USE THE AODOCS API, AODOCS API MATERIALS OR API INTEGRATIONS, WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO ALTIRNAO FOR AODOCS API IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE LIABILITY (IF ANY) OR (B) FIFTY (50) DOLLARS. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU. IN SUCH AN EVENT THE ABOVE LIMITATIONS AND EXCLUSIONS WILL BE ENFORCED TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
You agree to indemnify, defend (at Alitrnao’s request) and hold Altirnao and its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all third party claims losses, damages, liabilities, judgments, penalties, fines, costs and expenses (including reasonable attorneys’ fees and cost of defense), arising out of or in connection with (i) your API Integrations (either developed by You, a API Partner or Us) or the Non-AODocs Applications your are connecting to the Services with your API Integrations, (ii) Your use or misuse (and if you are a Customer, Your User and/or Your API Partner use or misuse) of the AODocs API or AODocs API Materials, (iii) Your or Your User processing of Your Content or (iv) Your (and if you are a Customer, Your User and Your API Partner) violation of any term or condition of this API Agreement or any applicable law or regulation. Altirnao may at its own discretion and expense participate in the defense and settlement of any claim with its own counsel, and you may not settle a claim without Altirnao’s prior written consent (not to be unreasonably withheld).
Altirnao shall defend and pay You against Indemnified Liabilities in any third-party legal proceeding to the extent arising from an allegation that Your use in accordance with this API Agreement of the AODocs API or AODocs API Materials infringes or misappropriates such third party’s Intellectual Property Rights. "Indemnified Liabilities" means any (a) settlement amounts approved by the indemnifying party; and (b) damages and costs awarded in a final judgment against the indemnified part(ies) by a competent court.
- GENERAL PROVISIONS
9.1. Confidential Informations. Neither party will use any Confidential Information of the other party except as expressly permitted by this API Agreement or as expressly authorized in writing by the disclosing party. The receiving party shall use the same degree of care to protect the disclosing party’s Confidential Information as it uses to protect its own Confidential Information of like nature, but in no circumstances less than a reasonable standard of care. The receiving party may not disclose the disclosing party’s Confidential Information to any person or entity other than to those of its employees and contractors who: (i) are subject to a written agreement with the receiving party that includes use and confidentiality restrictions that are at least as protective as those set forth in this API Agreement, and (ii) need access to such Confidential Information solely for the purpose of fulfilling the receiving party’s obligations or exercising the receiving party’s rights hereunder. The foregoing obligations will not restrict the receiving party from disclosing Confidential Information of the disclosing party: (1) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the receiving party required to make such a disclosure gives reasonable notice to the disclosing party prior to such disclosure; and (2) on a confidential basis to its legal and financial advisors.
9.3. Publicity. You hereby grant Altirnao a non-exclusive, non transferable, non-sublancisable rights and license to use Your trademarks, trade names, service marks or logos for marking and publicizing your API Integrations with Your Non-AODocs Application.
9.4. Modifications. Altirnao reserves the right to update and change the API Agreement from time to time. You will be provided notice of any such modification by electronic mail or by the publishing of such on the website https://www.aodocs.com/api/terms-of-service. You may terminate your use of the AODocs API, AODocs API Material and API Integrations if the API Agreement is modified in a manner that substantially affects your rights in connection with use of the AODocs API, AODocs API Material or API Integrations. Your continued use of the AODocs API, AODocs API Material or API Integrations after any such changes shall constitute your consent to such changes. If you do not agree to the modified API Agreement, your sole remedy is to terminate your use of the AODocs API, AODocs API Material and API Integrations.You can review the most current version of the API Agreement at any time at https://www.aodocs.com/api/terms-of-service.
9.5. Termination. This API Agreement will remain in effect until terminated. You may stop using AODocs API, AODocs API Materials and/or API Integrations at any time with or without notice. Further, if you want to terminate this API Agreement, you must provide Altirnao with prior written notice and upon termination, cease your use of the ODocs API, AODocs API Materials and API Integrations. Altirnao reserves the right to terminate this API Agreement for any reason and at any time without liability or other obligation to you. Following termination of this API Agreement, the terms that by their nature are intended to continue indefinitely will continue to apply, including but not limited to: Sections 1, 2.2 to 2.5, 3.2, 3.3, 4, 6, 7, 8 and 9. In addition, following termination, you acknowledge that you may no longer have access to any content, data or information submitted to Altirnao relating to the AODocs API or your API Integrations, including, without limitation any of Your Content.
9.6. Governing law and jurisdiction. This API Agreement shall be governed by the laws of the State of California, without regard to its conflict of laws rules. The exclusive venue and jurisdiction for any and all disputes, claims and controversies arising from or relating to this API Agreement shall be the state or federal courts located in San Francisco, California, USA.
9.7. Miscellaneous. This API Agreement applies only between You and Us and does not confer any rights to any third party. In the event that any provision of this API Agreement conflicts with governing law or if any provision is held to be null, void or otherwise ineffective or invalid by a court of competent jurisdiction, (a) such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and (b) the remaining terms, provisions, covenants and restrictions of this API Agreement shall remain in full force and effect. The failure to exercise, or delay in exercising, a right, power or remedy provided in this API Agreement or by law shall not constitute a waiver of that right, power or remedy. No waiver of any breach of any provision of this API Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. Altirnao may assign this API Agreement without restriction and without any notice to you. This API Agreement and all expressly referenced documents constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or communications with respect to the subject matter hereof. Altirnao may provide notice to the email or physical address associated with your Altirnao’s account. Your notices to Altirnao must be sent to firstname.lastname@example.org.