API Master Service Agreement
1. Scope of License
1.1. API License Grant. Subject to this Agreement, including the restrictions set forth below, EDITED grants to Customer a non-exclusive, non-transferable, non-sublicensable, worldwide, revocable right and license during the Term (as defined by the API Order Form) to:
a) use and make calls to the API to develop, implement and distribute Applications solely for Internal Use by Customer in connection with the Services; (b) use, reproduce, store, distribute, and transmit Service Data to the extent necessary to format and display it through the Applications;
1.2. Service Data License Grant. Subject to this Agreement, including the restrictions set forth below, EDITED grants to Customer a non-exclusive, non-transferable, non-sublicensable, worldwide, license during the Term to:
a) use, reproduce, store, distribute, and transmit Service Data, in each case internally, to the extent necessary to format and display the Service Data internally through the Applications;
b) use, reproduce, store, distribute, and transmit Service Data, in each case internally, for Customer’s own internal business use and not for the purpose of providing competitive and/or similar products or services to EDITED products and services; and
c) make derivative works of the Service Data (“Derivatives”) solely for Customer’s own internal business use.
Restrictions and Responsibilities
2.1. Customer agrees to use the API, Applications and the Service Data solely for its own internal business purposes and in accordance with the terms set forth in this Agreement. Any breach of this Agreement will be deemed to be a breach of this Agreement by Customer.
2.2. Customer shall not license, sublicense, sell, assign, resell, rent, lease, transfer, distribute or otherwise commercially exploit or make the API, Applications or Service Data available to any third party and will use all commercially reasonable efforts to prevent unauthorised access to, or use of, the API, Applications or Service Data. Customer shall not treat the Service Data with any less care than its own highly sensitive information. Customer shall notify EDITED promptly as soon as it becomes aware of any such unauthorised use and Customer will follow all commercial reasonable instructions from Customer to prevent such unauthorized use from reoccurring.
2.3. Customer will comply with all applicable laws in using the API, Applications and the Service Data.
2.4. Access and use of the Service Data is restricted to Customer. Access to the data by Customer shall mean the organisation listed on the API Order Form only, and does not include any subsidiaries, parent companies or child companies unless otherwise explicitly defined on the API Order Form. This strictly excludes any third party vendors, wholesale partners, business consultants, any vendor, or any person not under the sole employment of Customer.
2.5. In order to use and access the API, EDITED will assign Customer with API credentials (a “Key”). Customer may not share its Key with any third party.
2.6. Customer shall keep such Key and all login information secure and shall use the Key as Customer’s sole means of accessing the API.
2.7. Customer shall not distribute any materials or insights derived from Service Data to any third party; provided, however, this limitation shall not apply to Customer’s trading strategies, promotions, campaigns, business or strategic plans or any other derivative works resulting from Customer’s use of the Service Data that do not publish or disclose any Service Data.
2.8. Customer shall not use the API, Applications or Service Data to create or train any products, services, algorithms, automated recognition, machine learning, statistical models, or inference models (collectively, “Models”) that are competitive with, replicate or offer similar functionality to (a) the products and services offered by EDITED, or (b) any of the Models that are used in connection with the operation of, or offered as part of, the products and services offered by EDITED.
2.9. Applications may not use or access the API in order to monitor the availability, performance, or functionality of the API or for any similar benchmarking purposes.
2.10. If EDITED believes, in its sole discretion, that Customer has violated or attempted to violate any term, condition or the spirit of this Agreement, the license afforded Customer pursuant to this Agreement may be temporarily or permanently suspended or revoked, with or without notice to Customer.
2.11. Customer shall not substantially replicate products or services offered by EDITED, including, without limitation, functions where EDITED offers its own similar function. Subject to the preceding sentence and the parties’ other rights and obligations under this Agreement, each party agrees that the other party will not develop applications that are similar to or otherwise compete with such party’s applications.
2.12. Customer shall not, under any circumstances, through Applications or otherwise, repackage or resell the API or Service Data. Customer is not permitted to use the API or data in any manner that does or could potentially undermine the security of the Services, the API or any other data or information stored or transmitted using the Services. In addition, Customer shall not, and shall not attempt to: (a) interfere with, modify or disable any features, functionality or security controls of the Services or the API, (b) defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms for the Service or the API, (c) reverse engineer, decompile, disassemble or derive source code, underlying ideas, algorithms, structure or organizational form from the Services or the API, or (d) train a machine learning model, or any similar function, against the EDITED dataset, (e) seek to derive training data for the purposes of building any automated recognition, machine learning, statistical or other inference models.
2.13. Customer will respect and comply with the technical and policy-implemented limitations of the API. Without limiting the foregoing, Customer shall not violate any explicit rate limitations on calling or otherwise utilizing the API.
Ownership of Intellectual Property
3.1. The EDITED dataset is augmented with machine learning, artificial intelligence and statistical models that use EDITED intellectual property in order to create new derived information based upon a set of trade-secret processes. These models, and samples of their data (the “Augmented Data”) is commercially sensitive and represents EDITED’s Intellectual Property.
3.2. Reverse engineering, transfer learning, training, sampling for the purposes of assembling a training set, characterising or otherwise using the EDITED models, or data derived from the augmented fields by Customer for the benefit of interrogation, analysis, building further machine learning models or artificial intelligence, augmentation, enhancements, modifications, derivative works, or otherwise, is forbidden under this agreement.
3.3. EDITED owns all right, title, and interest, including all intellectual property rights, in and to the API, the Service Data, the Augmented Data and EDITED’s other technology. Except as expressly set forth in this Agreement, neither party grants any rights or licensee under its intellectual property rights pursuant to this Agreement.
3.4. No licence to either Party of any trademark, patent, copyright or any other intellectual property right is either granted or implied by this agreement.
Term and Termination
4.1. Any termination of the Agreement shall result in all licenses and other granted rights in this Agreement terminating immediately. Upon termination for any reason, Customer shall cease using the API. Customer shall return to EDITED, or destroy and remove from all computers, hard drives, networks, and other storage media, all copies of any materials licensed pursuant to this Agreement, including but not limited to, previously ingested data, sample data, data dictionaries or API references, and any Confidential Information in Customer’s possession, and shall certify to EDITED that such actions have occurred.
4.2. Subject to earlier termination as provided below, this Agreement is for the Initial Service Term as specified in the API Order Form, and this Agreement, as updated, shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”), unless either party requests termination at least forty-five (45) days prior to the end of the then-current term.
4.3. The Initial Term and any Renewal Terms collectively constitute the “Term” of this Agreement. Any discounts or promotional add-ons applied to the Initial Term will be excluded in all subsequent Renewal Terms.
4.4. Upon termination or expiration of the Agreement, all rights and obligations hereunder will immediately terminate; except that all liabilities incurred prior to termination or expiration, as well as definitions and Sections 2, 3, 5, 7 and 8 will survive and continue in full force and effect after the Agreement expires or is terminated.
4.5. In addition to any other remedies it may have, EDITED may also terminate this Agreement upon thirty (30) days’ notice (or without notice in the case of nonpayment), if the other party materially breaches any of the terms or conditions of this Agreement.
4.6. EDITED may temporarily or permanently suspended or revoke Customer’s access to and use of the API, and will immediately provide Customer with notice of the same, if: (a) EDITED suspends or shuts off access to and use of the API to all its other customers with similar API access due to verifiable, unauthorized distribution of the Service Data or a verifiable violation of EDITED’s intellectual property rights with respect to the API or the Service Data (provided, however, that EDITED will use its commercial best efforts to promptly investigate to identify the source of such unauthorized distribution, and EDITED will reinstate access under this Agreement as soon as possible but within three (3) day of any such
suspension unless such unauthorized distribution falls within the scope of (b) below); or (b) EDITED in good faith suspects that Customer has (i) materially violated any of EDITED’s intellectual property rights with respect to the API or the Service Data or (ii) materially violated Section 1 (Scope of License) or Section 2 (Restrictions and Responsibilities) of this Agreement or (iii) a data breach has occurred as a result of unauthorized third party access to the API, Applications or Service Data. At the time of any suspension or revocation due to 4.6(b), EDITED shall provide evidence of any such violations giving rise to EDITED’s suspicion, and if the parties in good faith agree the confirmed violation under 4.6(b) was not caused by Customer’s intentional misconduct or gross negligence, the parties agree to cooperate in good faith to determine whether the cause of such violation can be resolved and/or access to and use of the API restored.
Additionally, EDITED may temporarily or permanently suspend or revoke Customer’s access to and use of the API if Customer has materially breached any other term or condition of this Agreement and such breach remains uncured for more than thirty (30) days.
Warranty and Disclaimer
5.1. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THE AGREEMENT, ALL ASPECTS OF THE SERVICES AND THE API, INCLUDING ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND EDITED EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF ACCURACY, COMPLETENESS, MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
5.2. CUSTOMER ACKNOWLEDGES THAT EDITED DOES NOT WARRANT THAT THE SERVICE, SERVICE DATA OR API WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED FROM EDITED OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
5.3. EXCEPT FOR BREACHES OF CONFIDENTIALITY, BREACHES OF SECTIONS 1 OR SECTION 2 OF THIS AGREEMENT, NEITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR SIMILAR DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY DAMAGES ARISING FROM LOSS OF USE OR LOST BUSINESS, REVENUE, PROFITS, DATA, OR GOODWILL) ARISING IN CONNECTION WITH THIS AGREEMENT, WHETHER IN AN ACTION IN CONTRACT, TORT, STRICT LIABILITY OR NEGLIGENCE, OR OTHER ACTIONS, EVEN IF ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES.
5.4. NEITHER EDITED’S NOR CUSTOMER’S LIABILITY TO THE OTHER PARTY FOR ANY DAMAGES SHALL EXCEED THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY. THE FOREGOING EXCLUSION ON THE TYPE OF DAMAGES AND THE FOREGOING LIMITATION ON THE AMOUNT OF DAMAGES SHALL NOT APPLY TO: (i) AMOUNTS PAYABLE UNDER SECTION 7; (ii) DAMAGES ARISING OUT OF A BREACH OF SECTIONS 2, 3 OR 8; AND (iii) AMOUNTS PAYABLE IN
CONNECTION WITH EITHER PARTY’S WILLFUL MISCONDUCT, FRAUD, BAD FAITH OR GROSS NEGLIGENCE.
6.1. Customer acknowledges and agrees that EDITED may modify the API and the General API Policies from time to time (a “Modification”); provided that a Modification shall not materially diminish the features or functionality of the API. Customer will be notified of any Modification in writing with no less than fourteen (14) days advance notice.
6.2. Customer shall use and make calls to the most current version of the API. Customer acknowledges that a Modification may have an adverse effect on their ability to communicate with the API and display or transmit Service Data. Except as expressly set forth in this Agreement, EDITED shall have no liability of any kind to Customer with respect to such Modifications or any adverse effects resulting from such Modifications.
7.1. Customer will pay EDITED the then applicable fees described in the API Order Form for the Services in accordance with the terms therein (the “Fees”). If Customer’s use of the Services exceeds the Service Capacity set forth on the API Order Form or otherwise requires the payment of additional fees (per the terms of this Agreement), Customer shall be billed for such usage and Customer agrees to pay the additional fees in the manner provided herein. EDITED reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then current renewal term, upon forty-five (45) days prior notice to Customer (which may be sent by email).
7.2. If Customer believes that EDITED has billed Customer incorrectly, Customer must contact EDITED no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, in order to receive an adjustment or credit. Inquiries should be directed to EDITED’s customer support department at firstname.lastname@example.org
7.3. EDITED may choose to bill through an invoice, in which case, full payment for invoices issued must be received by EDITED thirty (30) days after the due date of the invoice. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection and may result in immediate suspension or termination of Service. Customer shall be responsible for all taxes associated with Services other than U.K. taxes based on EDITED’s net income.
7.4. EDITED will set out fees for overages, transfer bandwidth, transfer rates, buffer volumes (for uningested data), specific augmented data fields and other items as appropriate based upon the definition of the API. These charges shall be fair and reasonable, and calculated in consideration of fair commercial market value of the data as provided at the sole discretion of EDITED.
8.1. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of EDITED includes non-public information regarding features, functionality and performance of the Service. Proprietary Information of Customer includes non-public data provided by Customer to EDITED to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance
of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (a) is or becomes generally available to the public, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
8.2. Notwithstanding anything to the contrary, EDITED shall have the right collect and analyze information relating to the provision, use and performance of various aspects of the API, Services and related systems and technologies (including, without limitation, information concerning Customer API calls), and EDITED will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the API and Service and for other development, diagnostic and corrective purposes in connection with the API, Services and other EDITED offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business (provided that no personal information is collected or analyzed and Customer is not identified as the source of such data). No rights or licenses are granted except as expressly set forth herein.
9.1. This Agreement, together with the API Order Form related to Customer’s subscription to the Services by and between Customer and EDITED, constitute the entire agreement among the parties with respect to the subject matter of this Agreement. Either party’s failure to enforce at any time any provision of this Agreement does not constitute a waiver of that provision or of any other provision of this Agreement.
9.2. 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. This Agreement is not assignable, transferable or sublicensable by Customer except with EDITED’s prior written consent. EDITED may transfer and assign any of its rights and obligations under this Agreement without consent.
9.3. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. This agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, the law of England and Wales. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
10.1. For purposes of this Agreement, each word or phrase listed below shall have the meaning designated below. Other words or phrases used in this Agreement may be defined in the context in which they are used.
10.2. “API” means an application programming interface that enables Customer to access data that currently is available via the EDITED Service as expressly set out in the API Order Form. API includes all Modifications as defined in Section 6, to the extent the same are made available to Customer under this Agreement.
10.3. “Term” means that period commencing on the date specified in the API Order Form and continuing for as long as there is an active Order for Customer’s use of the API, unless one of the parties terminates the applicable Order or the Agreement for breach in accordance with the terms of this Agreement.
10.4. “Applications” means one or more software programs that can be used to call the API, solely for internal use by or for the benefit of Customer.
10.5. “General API Policies” means any of EDITED’s policies regarding use of or access to the API, which may be updated from time to time by written notice to Customer; provided, however that such updates shall not serve to materially diminish the rights to Customer granted herein.
10.6. “Limitations” means any technical limitations or restrictions regarding access or use of the API.
10.7. “Service Data” means any data that is transmitted to Customer or the Applications though the API, including any copies or other tangible embodiments of the same.
10.8. “Unaffiliated Third Party” means a third party who is not a Customer Party.