This Application Programming Interfaces License Agreement (this " Agreement ") is a legal and binding contract between Highend Technologies LLC, a Saint Vincent and the Grenadines limited liability company with Limited Liability Company Number 852 LLC 2021, its successors and assigns (hereinafter " Infiniti Group Ltd ", ? our ?, ? us ? or ? we ?) and the party or parties using the API (the " Licensee " or ? you ?). 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 shall not use the API.
The terms used in this Agreement shall have the same meanings as in the Terms of Service except as otherwise provided herein.
? Application ? shall mean the software applications or web applications used or developed by the Licensee in connection with the API.
" Application Programming Interface " or " API " shall mean Infiniti Group Ltd?s application programming interfaces and their associated tools including but not limited to object code, software libraries, software tools, sample source code, published specifications, software development kits (?SDKs?) and the Documentation.
" Documentation " shall include, without limitation, programmer guides, CDs, manuals, materials, and information appropriate or necessary for use in connection with the API.
? Third Party Software ? shall include, without limitation, development tools, compilers and other software and technology of third parties.
In this Agreement, unless the context otherwise requires
Subject to the terms of this Agreement, Infiniti Group Ltd hereby grants the Licensee a limited, non-exclusive, non-sublicensable, non-transferable, non-assignable, royalty-free license under Infiniti Group Ltd?s intellectual property rights during the term of this Agreement (i) to use the API solely for the purpose of Licensee?s internal development efforts to develop Applications to work in conjunction with the Services referenced in the API; (ii) to distribute or allow access to Licensee?s integration of the APIs within the Application to end users of the Application; and (iii) to display the data received from the APIs within the Application.
We may revoke this license at any time for any reason at our sole discretion. We may also limit or suspend API calls from your Application if we determine in our sole discretion the number of API calls to the Services is excessive or you are violating this Agreement.
You shall not:
You shall comply with the Terms of Service, Privacy Policy, Margin Facility Agreement, and all laws that apply to you with respect to your use of the API or the Services.
You may copy the API only as necessary to exercise your rights hereunder.
You shall have no right to any source code for any of the software in the API, except for the explicit rights to use the source code as provided to you hereunder. You may not reverse engineer, decompile, modify, disassemble or otherwise alter the API or any part thereof or otherwise reduce the API to human-perceivable form in whole or in part, except and only to the extent that such activity is expressly permitted by this Agreement or applicable laws.
You acknowledge that effective utilisation of the API may require the use of Third Party Software. You are solely responsible for procuring such Third Party Software and technology and the necessary licenses for the use thereof. We make no representation or warranty concerning Third Party Software and we shall have no obligation or liability with respect to Third Party Software.
3.4. No right is granted to Licensee to sublicense its rights hereunder. All rights not expressly granted are reserved by Infiniti Group Ltd and, except as expressly set forth herein, no license is granted by Infiniti Group Ltd under this Agreement directly, by implication, estoppel or otherwise, under any patent, copyright, trade secret or trademark or other intellectual property rights of Infiniti Group Ltd. Nothing herein shall be deemed to authorize Licensee to use Infiniti Group Ltd?s trademarks or trade names in Licensee?s Application, advertising, marketing, promotional, sales or related materials. Infiniti Group Ltd reserves all rights not otherwise expressly granted in this Agreement.
Licensee agrees not to assert any patent rights or other intellectual property rights related to the API or applications developed using the API against Infiniti Group Ltd, Infiniti Group Ltd Entities, Infiniti Group Ltd?s Affiliated Entities, distributors, Licensees, or other licensees of the API for making, using, selling, offering for sale, or importing any products or technology developed using the API.
Infiniti Group Ltd or its licensors shall own and retain all proprietary rights, including all patent, copyright, trade secret, trademark and other intellectual property rights, in and to the API and any corrections, bug fixes, enhancements, updates, improvements, or modifications thereto and Licensee hereby irrevocably transfers, conveys and assigns to Infiniti Group Ltd all of its right, title, and interest therein. Infiniti Group Ltd shall have the exclusive right to apply for or register any patents, mask work rights, copyrights, and such other proprietary protections with respect thereto. Licensee acknowledges that the license granted under this Agreement does not provide Licensee with title or ownership to the API, but only a right of limited use under the terms and conditions of this Agreement.
Licensee grants Infiniti Group Ltd a worldwide, non-exclusive, non-assignable and non-transferable licence to display the Licensee trade names, trade marks, service marks, logos and domain names to promote or advertise your use of the API. We may, without your consent, publicly refer to you, orally or in writing, as a licensee of the API. We may also publish your name and logo on our Services, in press releases, and in promotional materials without additional consent or notice to you.
Licensee agrees to report to Infiniti Group Ltd any errors or difficulties discovered and the characteristic conditions and symptoms of such errors and difficulties. Infiniti Group Ltd is in no way obligated to provide Licensee with any error correction or support, but may provide whatever error correction and/or support services Infiniti Group Ltd may determine in its sole discretion (and anything it provides in connection therewith will be deemed part of the API). Nothing herein shall be construed to require Infiniti Group Ltd to provide support services or updates, upgrades, bug fixes or modifications to the API.
The API (including, without limitation, all improvement, derivatives, modifications and the like) constitutes Infiniti Group Ltd?s confidential information (? Confidential Information ?). Licensee hereby agrees (i) to hold the Confidential Information in confidence and to take reasonable precautions to protect such Confidential Information (including, without limitation, all precautions the Licensee employs with respect to its own confidential materials), (ii) not to divulge any Confidential Information to any third person (except consultants, subject to the conditions stated below), (iii) not to use any Confidential Information except for the purposes set forth in this Agreement, and (iv) not to copy or reverse engineer any Confidential Information. Any employee or consultant given access to the Confidential Information must have a legitimate ?need to know? and shall be similarly bound in writing. Licensee acknowledges and agrees that due to the unique nature of Infiniti Group Ltd?s Confidential Information, there can be no adequate remedy at law for any breach of its obligations hereunder and therefore, that upon any such breach or any threat thereof, Infiniti Group Ltd shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law.
The effective date of this Agreement is the start of use of the API by the Licensee.
This Agreement shall terminate automatically if the Licensee fails to comply with any of the terms and conditions of this Agreement and the Licensee shall be liable to Infiniti Group Ltd, the Infiniti Group Ltd Entities and its suppliers for damages or losses caused by its non-compliance.
Either party shall have the right to terminate the Agreement, upon a ten (10) days written notice to the other party.
Upon termination of this Agreement, Licensee will immediately cease using the Documentation, and Licensee agrees to destroy all adaptations or copies of the API and Documentation or return them to Infiniti Group Ltd upon termination of this License.
Infiniti Group Ltd shall have the right to audit the Licensee use of the API in conjunction with this Agreement, and the Licensee shall provide reasonable assistance for this purpose.
Infiniti Group Ltd rights and Licensee obligations contained in this Agreement survive any expiration or termination of this Agreement.
The Licensee acknowledges that the API, and any services are provided ?AS IS? without warranty of any kind.
ZIGNALY AND ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES RELATING TO THE API OR THE SERVICES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES AGAINST INFRINGEMENT OF THIRD-PARTY RIGHTS, SATISFACTORY QUALITY, CORRESPONDENCE WITH DESCRIPTION, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ZIGNALY OR THROUGH OR FROM THE API OR THE DOCUMENTATION SHALL CREATE ANY WARRANTY. ZIGNALY 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. ZIGNALY MAKES NO WARRANTY REGARDING THE RESULTS OF THE USE OF THE API AND DOCUMENTATION.
You agree to indemnify and hold Infiniti Group Ltd, its subsidiaries, affiliates, agents, employees, agents, successors and assigns (" Infiniti Group Ltd Entities ?) harmless from and against any and all liabilities, losses, damages, costs and expenses, including attorney?s fees, incurred by any of Infiniti Group Ltd Entities arising out of of your use of the API, your connection to the API, or your violation of the Agreement.
Infiniti Group Ltd Entities reserve the right to exercise sole control over the defense, at your expense, of any claim subject to indemnification under this section.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY UNDERSTAND AND AGREE THAT IN NO EVENT WILL ZIGNALY ENTITIES AND THEIR RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES, ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS BE LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, INFORMATION, REVENUE, PROFITS OR OTHER BUSINESSES OR FINANCIAL BENEFITS) ARISING OUT OF OR RELATING TO THE USE OR THE INABILITY TO USE THE API, ANY PERFORMANCE OR NON-PERFORMANCE OF THE API OR THE SERVICES, APPLICATION, ANY THIRD PARTY SOFTWARE, ITS CONTENT OR FUNCTIONALITY, WHETHER UNDER CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY EVEN IF THE ZIGNALY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
IF YOU ARE DISSATISFIED WITH THE API, THE DOCUMENTATION, ANY PORTION OF THE SERVICES OR WITH THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE API AND/OR THE SERVICES.
From time to time, Infiniti Group Ltd may fail to require or strictly enforce compliance with relation to any provision in this Agreement. Infiniti Group Ltd may also fail to exercise any or all of its rights empowered herein. Any such failure shall not be construed as a waiver or relinquishment of Infiniti Group Ltd's right to assert or rely upon any such provision or right in that or in any other instance. If applicable, an express waiver given by Infiniti Group Ltd of any condition, provision, or requirement of this Agreement shall not constitute a waiver of any future obligation to comply with such condition, provision or requirement.
This Agreement shall be interpreted by the English law without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction.
You agree to submit any Dispute (as defined below) to arbitration in accordance with the terms of Section 13. To the extent that the agreement to arbitrate is ineffective or void, you agree to submit to the exclusive jurisdiction of the courts of England.
Any dispute, claim, suit, action, cause of action, demand, or proceeding arising out of or related to this Agreement (any "Dispute") that is not settled by you and Infiniti Group Ltd within 30 days from the date that either party notifies the other party in writing of the Dispute shall be referred to and finally settled by arbitration. Further, the parties hereby agree that:
You and Infiniti Group Ltd agree that any claims relating to this Agreement or to your relationship with Infiniti Group Ltd as a Licensee of the API (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of this Agreement) shall be brought against the other party in an arbitration on an individual basis only and not as a plaintiff or class member in a purported class or representative action. You and Infiniti Group Ltd further agree to waive any right for such claims to be brought, heard, or arbitrated as a class, collective, representative, or private attorney general action, to the extent permissible by applicable law. You agree not to join with any other individual or entity or group of individuals or entities for the purpose of seeking to resolve the respective Disputes on a consolidated or representative basis.
You may not assign any rights and/or licenses granted under this Agreement. We reserve the right to assign our rights without restriction, including without limitation to any of our affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law or regulation or any governmental agency, local, state, or federal, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of the Terms shall not be affected.
We shall have no liability for any failure or delay resulting from any abnormal or unforeseeable circumstances outside our reasonable control, the consequences of which would have been unavoidable despite all efforts to the contrary, including without limitation governmental action or acts of terrorism, war, earthquake, fire, flood, or other acts of God, labor conditions, delays or failures caused by problems with another system or network, mechanical breakdown or data-processing failures or where we are bound by other legal obligations.
Upon termination of your account or this Agreement for any other reason, all rights and obligations of the parties that by their nature are continuing will survive such termination.
The Terms are not intended and shall not be construed to create any rights or remedies in any parties other than you and us and any affiliates which each shall be a third party beneficiary of the Terms, and no other person shall assert any rights as a third party beneficiary hereunder.
LICENSEE ACKNOWLEDGES HAVING RECEIVED, READ AND UNDERSTOOD THE FOREGOING TERMS AND HEREBY AGREES TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS HEREOF.