Wild Apricot API Licensing Agreement


This API License Agreement (the “Agreement”), effective as of the date of acceptance of this Agreement (the “Effective Date”), is by and between Wild Apricot Inc. (“WA”) and you, or the individual, company, or other entity that you represent (“Licensee”). If you are entering into this Agreement on behalf of a company or other entity, you represent and warrant that you have authority to bind such company or other entity to this Agreement. By using the WA API, the Licensee unconditionally consents and agrees to be bound by and a party to this Agreement.

Purpose; Use of Licensed Materials. 
This Agreement governs the use by Licensee of the following, all of which collectively are the “Licensed Materials”: the application programming interface (API) of WA and any accompanying or related documentation, source code, executable applications, and other materials (collectively, the “WA API”), including, but not limited to, as made available through WA website, as modified from time to time; and any other content made available through the WA API (collectively, the “Content”).

Use of WA Marks. 
This Agreement also governs the use by Licensee, and restrictions on such use, of WA name, trademarks, service marks, logos, and other branding made available for use in connection with the Licensed Materials (the “WA Marks”).

License. 
Subject to the terms and conditions of this Agreement, WA grants to Licensee a nonexclusive, nontransferable, nonsublicensable, worldwide, revocable right and license during the Term to: (a) use and make calls to the WA API to develop, implement, and distribute software applications, services or products (the “Licensee Applications”) that interact with the WA Services; 
(b) use, reproduce, distribute, transmit, display, and process the Content, and 
(c) use and display the WA Marks only to identify that the Licensed Materials originate from the WA Services. 
Licensed Applications do not include those applications that use or access the WA API or the WA Services in order to monitor the availability, performance, or functionality of any of the WA API or the WA Services, for any other benchmarking or for other competitive purposes.

As part of allowing applications to be built on and connected to WA Services, whether or not using the WA API, we provide access to a number of resources, including the API itself, the developer documents and content. This license gives you the right to use those materials to make applications of all kinds, and also gives you the right to use WA Marks to identify that the applications that are built on top of WA Services.

Restrictions. The licenses are explicitly conditioned on Licensee’s adherence to the following restrictions.

Compliance with this Agreement, Policies and Guidelines. 
Licensee must comply with the restrictions set forth in this Agreement, the WA Terms of Use, and the WA Privacy Policy in all uses of the Licensed Materials. If WA believes, in its sole discretion, that Licensee has violated or attempted to violate any term, condition, or the spirit of this Agreement, Licensee’s license to and ability to use and access the Licensed Materials may be temporarily or permanently revoked, with or without notice to Licensee.

Obtaining and Maintaining an API Key. 
In order to use the WA API, Licensee must obtain API credentials (an “API Key”). Licensee shall not share his or her API Key, shall keep such API Key secure, and shall use it as Licensee’s sole means of accessing the WA API.

No Substantial Replication. 
Licensee shall not substantially replicate products or services offered by WA, but is explicitly permitted to create specialized versions or extensions of such products or services. 

No Compromising WA Security. 
Licensee is not permitted to use the Licensed Materials in any manner that does or could potentially undermine the security of the WA Services or the Licensed Materials. In addition, Licensee shall not, and shall not attempt to, interfere with, modify or disable any features, functionality or security controls of the WA Services or the WA API, defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms for the Licensed Materials, or reverse engineer, decompile, disassemble or derive source code, underlying ideas, algorithms, structure or organizational form from the WA Services or the WA API.

Reporting Security Flaws and Unauthorized Access. 
Licensee shall immediately report to WA any security flaws Licensee discovers in any of the WA Services or the Licensed Materials. WA reserves the right, in its sole discretion, to determine what constitutes a security flaw. Licensee shall further immediately report any actual or suspected unauthorized access to the WA API using Licensee’s API credentials. Failure to report such flaws or unauthorized accesses, particularly prior to public disclosure, shall be considered a material breach of this Agreement.

Respect for API Limitations. 
Licensee shall respect the letter and the spirit of the programmatic limitations of the WA API and the restrictions of this Agreement in designing and implementing Licensed Applications. For example, Licensee shall not work around any explicit WA API limitation using a series of non-API calls, even if such workarounds are possible. Specific prohibited actions include the process of “page scraping,” which is the process of downloading and parsing WA pages in order to build Licensee Applications with capabilities beyond those intended to be provided by the WA API. In addition, Licensee shall comply with any limitations on the frequency of access of the WA API as provided to Licensee by WA from time to time.

No Circumvention or Reverse Engineering; Maintenance of Proprietary Notices. 
Licensee shall not, and shall not attempt to: (a) interfere with, modify, or disable any features or functionality of WA API, including, without limitation, any mechanisms used to restrict or control the WA Services or WA API, such as anti-circumvention measures; (b) translate, reverse engineer, decompile, disassemble, or derive source code, underlying ideas, algorithms, structure, or organizational form from the WA Services or the Licensed Materials; (c) defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any protection mechanisms for the WA  Services or the Licensed Materials; or (d) remove or modify any proprietary notices, attribution, or marks from or delivered as part of the WA Services or the Licensed Materials.

Indicating Use of the WA Services and the WA API.
In a prominent location in all Licensed Applications, Licensee should, to the extent reasonable based on the nature of the Licensed Application, indicate that such Licensed Applications have been created using the WA Services and/or the WA API. For example, Licensee could include a notice in the Application indicating that it is “Powered by Wild Apricot”.

Use of WA Marks. 
Licensee has a responsibility to make sure users know the Licensee’s Application was not built by or endorsed by WA. Licensee may not, under any circumstances: (a) include in or use the WA  Marks, or any marks that are confusingly similar to or derivative of the WA Marks (“Confusing Marks”), as part of Licensee’s trade name (registered or otherwise), logos, or other identifiers of Licensee; (b) include in or use the WA Marks or any confusing marks as part of any names, domain names logos, or other identifiers of Licensee Applications; or (c) use the WA Marks or confusing marks in a manner that creates or may create a sense of endorsement, sponsorship, or association with WA, unless expressly permitted by WA, in writing, to do so. Licensee may freely state and disclose that Licensee is using the WA Services or the WA API, as long as License adheres to all restrictions on the use of the WA Marks stated in this Agreement. 

No Misleading Users. 
Licensee should not advertise or otherwise discuss the Licensee’s Application in a way that confuses or misleads users about the Application or about WA. Licensee may not, under any circumstances, whether within a Licensed Application or in materials discussing or concerning a Licensed Application, mislead, confuse or cause misapprehension or confusion among users as to the features, functionality, origin, capabilities or other aspects of said Licensed Application, WA, the WA Services, or the WA API.

Monitoring. 
WA reserves the right to monitor Licensee’s use of the Licensed Materials for any reason or no reason, including to ensure Licensee’s compliance with the terms and conditions of this Agreement.

Modifications. 
Licensee acknowledges and agrees that WA may modify (including but not limited to updating) this Agreement, the WA Services, and the WA API from time to time. Except for modifications of the WA Services, Licensee will be notified of modifications through notifications or posts on the WA website or through a form of direct communication from WA to Licensee, including but not limited to email or notifications through the WA Services. Licensee further acknowledges and agrees that the WA Services and the Licensed Materials may be modified at any time and without any notice to Licensee. Licensee shall, within thirty (30) days from the date of first notice of any modification(s) (or such shorter period of time specified in the notice of the modification(s)) comply with such modification(s) by implementing and using the most current version of the WA API and making any changes to Licensee Applications that may be required as a result of such modification(s). Licensee acknowledges that a modification may have an adverse effect on Licensee Applications, including but not limited to changing the manner in which Licensee Applications communicate with WA Services. Licensee acknowledges that its sole recourse for such adverse effects is to terminate this Agreement, and that Licensee’s continued access to or use of the WA Services or any Licensed Materials following such thirty (30) day period shall constitute binding acceptance of the modification(s) at issue. WA will attempt, but is not obligated, to provide thirty (30) days notice of any modification that is not backwards compatible or that WA reasonably believes will remove or materially alter significant functionality of the WA API.

WA. Licensee acknowledges and agrees that WA and its licensors, particularly its users, retain all worldwide right, title and interest in and to the Licensed Materials, including all worldwide intellectual property rights therein. Licensee also acknowledges and agrees that, as between Licensee and WA, WA owns all right, title, and interest in the WA Services, the WA API, the WA Marks, and any derivative works or enhancements thereof, including but not limited to all worldwide intellectual property rights therein. Licensee agrees not to act in any manner inconsistent with such ownership. Any of WA rights not expressly granted under this Agreement are withheld. Licensee agrees that it will not challenge WA ownership of the WA Marks, challenge the validity of the licenses granted under this Agreement, or otherwise copy or exploit the WA Marks during or after the termination of this Agreement, except as expressly authorized under this Agreement. If Licensee acquires any rights in the WA Marks or any confusingly similar marks, by operation of law or otherwise, Licensee will, at no expense to WA, immediately effectuate an assignment of such rights to WA.

Licensee. 
As between Licensee and WA, Licensee retains all worldwide rights, title, and interest in the Licensee Applications, excluding the WA Services, the Licensed Materials, the WA Marks, and any derivative works or enhancements thereof, including but not limited to all intellectual property rights therein.

Feedback. 
Licensee may provide WA with feedback or comments related to the Licensed Material and/or Licensee’s experience with and use thereof. Licensee agrees that WA and its designees and assigns shall be free to copy, modify, create derivative works of, publicly display, disclose, distribute, license, sublicense, incorporate, and otherwise use feedback, including all derivative works thereto, for any and all purposes, commercial or otherwise, with no obligation of any kind to Licensee.

Support. 
This Agreement does not entitle Licensee to any support for the Licensed Materials. Licensee is solely responsible for providing all support and technical assistance to end users of the Licensee Applications. Licensee acknowledges and agrees that WA has no obligation to provide support or technical assistance directly to Licensee’s end users and Licensee shall not represent to any of its end users that WA is available to provide such support.

Licensee User Information. 
Licensee may collect information relating to users of Licensee Applications (“Licensee Application User Information”). If Licensee collects Licensee Application User Information, it shall provide to users an applicable privacy policy that clearly discloses Licensee’s information collection, storage, and sharing practices, including the extent to which such Licensee Application User Information is disclosed to third parties such as WA. Licensee’s privacy policy must: (a) comply and be consistent with all applicable laws, including but not limited to data protection regulations in applicable territories; (b) allow disclosure of Licensee Application User Information to WA, to the extent necessary for Licensee’s use of the WA API and other Licensed Materials, in accordance with the then-current WA Privacy Policy.

Confidentiality. 
Licensee may from time to time, gain access to proprietary information, technical data, trade secrets or know-how, including, but not limited to, source code, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information that is either marked as “confidential” or disclosed in such a manner that it would be apparent it should be treated confidentially (“Confidential Information”). Licensee may use Confidential Information only to the extent necessary to exercise its rights under this Agreement. Licensee may not disclose Confidential Information to a third party without the prior express consent of WA, provided in writing or by email. Licensee agrees that it will protect Confidential Information from unauthorized use, access, or disclosure in the same manner that Licensee would use to protect its own confidential and proprietary information of a similar nature and in any event with no less than a reasonable degree of care.

Term and Termination; Survival. This Agreement shall commence on the Effective Date and will remain in effect until terminated pursuant to 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 licenses granted hereunder. Upon termination of this Agreement for any reason, Licensee shall cease using, and either return to WA, or destroy and remove from all computers, hard drives, networks, and other storage media any Confidential Information in Licensee’s possession, and shall certify to WA that such actions have occurred. 

Representations and Warranties of Licensee. 
Licensee represents and warrants that: (a) Licensee has the necessary power and authority to enter into this Agreement, and that the performance of its obligations will not constitute a breach or otherwise violate any other Agreement or the rights of any third party arising therefrom; (b) Licensee shall maintain, throughout the Term, all required rights and licenses related to the Licensed Applications and the Licensed Applications shall not infringe or otherwise violate any third party rights, including but not limited to third party intellectual property rights; and (c) Licensee’s uses of the Licensed Materials do and shall comply with all applicable foreign, federal, state, and local laws, rules and regulations.

Indemnification by Licensee. 
Licensee will indemnify and hold WA, its subsidiaries, affiliates, officers, employees, and agents harmless from any and all claims, damages, losses, liabilities, actions, judgments, costs, and expenses brought by a third party arising out of or in connection with: (a) any act or omission by Licensee in connection with Licensee’s use of the WA Services or the Licensed Materials; (b) Licensee’s use of the WA Services or the Licensed Materials other than as expressly allowed by this Agreement; (c) Licensee’s breach of this Agreement, including but not limited to Licensee’s representations and warranties herein; or (d) any Licensed Application.

Disclaimer. 
The WA Services and the Licensed Materials are provided “as is” without warranty of any kind. WA disclaims all warranties, whether express, implied or statutory, regarding the licensed materials and WA services, 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, non-infringement of third-party rights and any warranties or conditions arising out of course of dealing or usage of trade. Further, WA disclaims any warranty that Licensee’s use of the WA Services or the Licensed Materials will meet any or all of Licensee’s requirements or that such use will be uninterrupted, error-free, virus-free, or secure. Some states do not allow the exclusion or limitation of implied warranties, so the above limitations and exclusions may not apply to you.

Limitation of Liability. 
In no event shall WA be liable to Licensee for any special, incidental, indirect, direct, exemplary, punitive, compensatory, or consequential damages (including loss of use, data, business, or profits) arising out of or in connection with this Agreement, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not WA has been advised of the possibility of such loss or damage. Any claim arising out of or relating to this Agreement must be brought within one (1) year. In any case, WA aggregate liability under this Agreement will not exceed hundred U.S. dollars (US$100.00). The foregoing limitations will survive and apply even if any limited remedy specified in this agreement is found to have failed of its essential purpose. 

Miscellaneous. 
This Agreement, the WA Terms of Service, and the WA Privacy Policy together constitute the entire agreement among the parties with respect to the subject matter of this Agreement and supersede and merge all prior proposals, understandings and contemporaneous communications, whether oral, written, or electronic. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Any modification of or changes to this Agreement must be in a writing duly authorized by an authorized representative of WA. Licensee may not assign any of the rights or obligations granted under this Agreement, voluntarily or by operation of law (including without limitation in connection with a merger, acquisition, or sale of assets) except with the express written consent of WA, and any attempted assignment in violation of this paragraph is void. WA may assign, transfer, or delegate any of its rights and obligations hereunder without notice or consent. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. 

This Agreement shall be governed by and construed in accordance with the laws of Ontario, Canada. 

Licensee agrees that any dispute arising from or relating to the subject matter of this Agreement shall be governed by the exclusive jurisdiction and venue of the courts of Ontario, Canada. The section and paragraph headings in this Agreement, along with all provided annotations, are for convenience only and shall not affect the interpretation of this Agreement. 
The failure of WA to enforce any part of this Agreement shall not constitute a waiver of its right to later enforce that or any other part of this Agreement.

Unless otherwise specified, all notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or email; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. All notices to WA shall be sent to info@wildapricot.com. 

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