PART A: Use of the Showpad API’s
- “Affiliate”:any corporation or other entity directly or indirectly, controlling, controlled by or under common control with such corporation or entity. For the purpose of the foregoing “control” shall mean (i) the ownership or control, directly or indirectly, of fifty per cent (50%) or more of the equity capital or the shares or voting rights in the corporation or other entity in question or (ii) the control of the composition of the board of directors of the corporation or other entity in question.
- “Application” means a software application, website, or product you create or a service you offer designed to provide access to the Showpad Solution which will create, read, update or delete certain Content.
- “Content” means any content from Showpad accounts accessed from the Showpad Solution via the Application.
- “Showpad APIs” means any form of machine accessible application programming interfaces that provide access to the Showpad Platform and any associated tools, source code and documentation that Showpad makes available in relation to the Showpad APIs, including but not limited through its developer website (currently at https://developer.showpad.com)
- “Showpad Marks”: mean Showpad’s product and service names, trademarks, service marks and logos made available for use in connection with this Agreement.
- “Showpad Platform”: means the Showpad content enablement solutions made available viahttp://www.showpad.com, .showpad.biz and/or other designated websites or app stores.
2. Grant of License
- Showpad grants you the limited, non-exclusive, non-transferable, non-sublicensable, worldwide, revocable right and license to:
- use and make calls to the Showpad APIs to develop, test and execute your Application;
- use and display the Showpad Marks only to identify that the Content originates from theShowpad Platform or for the purpose of promoting or advertising that you use the Showpad APIs.
- Showpad shall have a royalty-free, fully paid-up, worldwide, transferable, sub-licensable, irrevocable and perpetual license to implement, use, modify, commercially exploit and/or incorporate into the Showpad Platform and/or the Showpad APIs any suggestions, enhancement requests, recommendations or other feedback Showpad receives from you.
3. License restrictions and user guidelines
- In order to use and access the Showpad API, you must obtain API credentials (a “Token”) via OAuth or any similar technology. You may not share your Token with any third party, shall keep such Token and all login information secure, and shall use the Token as your sole means of accessing the API.
- Showpad sets and enforces limits on your use of the Showpad APIs by limiting the number of API requests that you may make in its sole discretion. You agree to, and will not attempt to circumvent, such limitations. If you would like to use any API beyond these limits, you must obtain Showpad’s express consent.
- When using the Showpad API, you may not (or allow those acting on your behalf to):
- use the Showpad API in a way that could impair, harm or damage Showpad, the Showpad Platform, or anyone’s use of the Showpad API or Showpad Platform;
- perform an action with the intent of introducing any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature;
- use the Showpad API or allow any end user to use the Application in a way that violates applicable law, including applicable privacy and intellectual property laws;
- use the Showpad APIs in any way that threatens the integrity, performance or reliability of the Showpad APIs or the Showpad Platform, including performance or stress testing, or in any manner that works around any technical limitations of the Showpad APIs;
- use the Showpad APIs to disrupt, interfere with, or attempt to gain unauthorized access to services, servers, or networks connected to or which can be accessed via the Showpad APIs;
- reverse engineer or attempt to extract the source code from any Showpad API or any related software, except to the extent that this restriction is expressly prohibited by applicable law;
- directly or indirectly use the APIs to monitor the availability, performance, or functionality of the Showpad APIs or Showpad Platform, nor use it for benchmarkingor other competitive purposes;
- use any robot, spider, site search/retrieval application or other device to retrieve or index any portion of the Showpad Platform or collect information about users for any unauthorized purpose;
- request from the Showpad API more than the minimum data that your Application needs to offer the customer the intended Application functionality and/or violate any limitations imposed by Showpad on the frequency, calls and use of the Showpad API;
- utilize or allow used of the Showpad API for the purpose of “spamming”;
- violate the letter and the spirit of the programmatic limitations of the Showpad API and the restrictions of this Agreement in designing and implementing your Application.
- remove or modify any proprietary notices, attribution or marks from or delivered as part of the Showpad APIs.
4. Representations and Warranties
THE SHOWPAD API’S ARE PROVIDED “AS IS”. SHOWPAD MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND ABOUT THE SHOWPAD API’S, WHETHER EXPRESS, STATUTORY OR IMPLIED. SHOWPAD EXPRESSLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ERROR-FREE OR UNITERRUPTED USE, RELIABILITY AND AVAILABILITY OF THE SHOWPAD API’S.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL SHOWPAD OR ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR FOR ANY TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES, OR ANY OTHER LOSS OR DAMAGES INCURRED BY YOU OR THAT THIRD PARTY IN CONNECTION WITH THIS AGREEMENT, THE API’S OR THE SHOWPAD PLATFORM, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.
You agree to indemnify and hold Showpad, its subsidiaries, affiliates, officers, employees, and partners harmless from any and all claims, liabilities, damages (actual and consequential), losses and expenses (including legal and other professional fees) arising from or in any way related to any third-party claims relating to your use of the APIs, your Application or any violation of this Agreement. In the event of such claim, Showpad will provide notice of the claim, suit or action to the contact information we have for you, provided that any failure to deliver such notice to you shall not eliminate or reduce your indemnification obligation hereunder.
You may gain access to non-public information, software, and specifications relating to the Showpad APIs (“Confidential Information”). You may use such Confidential Information only to the extent necessary to exercise your rights under this Agreement. You may not disclose Confidential Information to a third party without the prior express consent of Showpad. You will protect Confidential Information from unauthorized use, access, or disclosure in the same manner that you would use to protect your own confidential and proprietary information of a similar nature and in any event with no less than a reasonable degree of care.
7. Use of Showpad Marks
- When displaying or using in any other way the Showpad Marks, you will comply with the then current Showpad brand guidelines which may be provided to you in any way by Showpad and which may be updated from time to time by Showpad.
- You may not:
- use the Showpad Marks in a way that implies sponsorship, endorsement, or approval by Showpad of your products or services;
- use or display the Showpad Marks in any way that is misleading, defamatory, infringing, libelous, disparaging, obscene, or otherwise objectionable to Showpad in its sole discretion;
- use the Showpad Marks in connection with merchandising or sale of related or promotional products not related to the Application;
- use the Showpad Marks in a way that would damage Showpad’s reputation or goodwill in the Showpad Marks; or
- alter, animate, or distort the Showpad Marks or combine it with any other symbols, words, images, or designs, or incorporate them into a tagline or slogan.
You agree to provide us with access to your Application and/or other materials related to your use of the Showpad APIs as reasonably requested by Showpad to verify your compliance with this Agreement. You agree that Showpad may crawl or otherwise monitor online Applications and you agreenot to block or interfere with such efforts by Showpad.
This Agreement does not entitle you to any support for the Showpad Platform or the Showpad APIs, unless you make separate arrangements with Showpad. You are solely responsible for providing user support and any technical assistance for your Applications.You acknowledge and agree that Showpad has no obligation to provide support or technical assistance directly to your end users and you shall not represent to any of your end users that Showpad is available to provide such support. You agree to use commercially reasonable efforts to provide reasonable support to users of your Applications.
10. Refusal of Certain Applications
Showpad shall have the right, in its sole discretion, to refuse to permit your use of the Showpad APIs with a particular Application. Unless Showpad states otherwise, such rejection will not terminate this Agreement with respect to any other Application. Showpad shall have no liability to you for such refusal.
You acknowledge and agree that Showpad may modify this Agreement and the Showpad APIs from time to time (a “Modification”). You acknowledge and agree that such Modifications may be made at any time and without any notice to you. You shall, within thirty (30) days from the dateof first notice of any Modification(s) (or such shorter period of times specified in the notice of the Modification(s)) (the “Conformance Period”) comply with such modification(s) by implementing and using the most current version of the Showpad API and making any changes to your Applications that may be required as a result of such Modification(s).You acknowledge that a Modification may have an adverse effect on your Applications, including but not limited to changing the manner in which those Applications communicate with the Showpad Platform and display or transmit Content. Your continued access to or use of the Showpad APIs following the Conformance Period shall constitute binding acceptance of the Modification(s) at issue.
- Showpad may suspend or terminate this Agreement with immediate effect in its sole discretion at any time, for any reason. You may terminate this Agreement at any time by ceasing your access to the Showpad APIs. Upon the termination of this Agreement for any reason the rights granted to you herein,including all licenses to the API and Showpad Marks shall terminate and you must cease use of the Showpad APIs and Showpad Marks. Neither party shall be liable to the other party for damages of any sort resulting solely from the termination of this Agreement.
- Provision that by nature survive termination, shall survive.
- This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between you and Showpad.
- All notices under this Agreement to Showpad shall be in writing and shall be deemed to have been given upon: i) personal delivery; ii) the second business day after mailing through overnight courier; iii) the second business day after sending by confirmed facsimile; or iv) the second business day after sending by email. Unless as otherwise specifically communicated to the other Party, notices to Showpad shall be addressed to the attention of its legal department; Notices to you can be sent by email.
- No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
- If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
- You may not assign any of your rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Showpad. Showpad may freely assign or delegate all rights and obligations under these Terms, fully or partially without notice to you.
- Except for the rights and licenses expressly granted by Showpad to you under this Agreement, this Agreement does not grant you or any other person or entity any right, title or interest in or to the Showpad APIs or the Showpad Platform, by implication, estoppel, or otherwise. All rights, titles and interests not specifically and expressly granted by Showpad hereunder are hereby reserved.
14. Governing Law & Dispute Resolution
This Agreement shall be governed by and construed in accordance with Belgian law, excluding its conflict of laws principles. Parties shall first try to settle any dispute between them amicably and in good faith negotiations, within a thirty-day period. Any action seeking interpretation, enforcement and/or ending of this Agreement or any provision hereof shall be brought exclusively before the courts of Ghent, Belgium. Each party hereby agrees to submit to the jurisdiction of such courts.
PART B: license to Showpad for Demo Use of your Showpad Experience
15. Grant of License
You grant Showpad and its Affiliates a non-exclusive, royalty free, worldwide license (i) to use any Showpad Experience created by you or on your behalf and owned by you or any of your Affiliates (the “Licensor Showpad Experience”) and your non-confidential, publicly available information, in Showpad’s advertising, marketing materials and websites solely in connection with the demonstration and marketing of the Showpad Experiences and the Showpad Platform and (ii)to use and depict your business name, trademarks and logos in Showpad’s advertising, marketing materials and websites in connection with the Licensor Showpad Experience.
16. No Use of Licensor’s Data
Showpad shall not use any of your confidential information (including but not limited to any data uploaded by you on the Showpad Platform or any analytics generated on the Showpad Platform by or for your user accounts) in connection with the demonstration and marketing of the Showpad Experiences and Licensor Showpad Experience, unless your prior written approval has been obtained.
17. Trademarks and Copyrights
Showpad acknowledges your exclusive right, title, and interest in and to the Licensor Showpad Experience and the trademark rights in your logo(s). Showpad shall not:
- use or display your business name, trademarks or logos in any way that is misleading, defamatory, infringing, libelous, disparaging, obscene, or otherwise objectionable to you;
- use your business name, trademarks or logos in connection with merchandising or sale of products not related to the Showpad Platform; or
- alter, animate, or distort your logos or combine it with any other symbols, words, images, or designs, or incorporate them into a tagline or slogan.acquire any right of any kind in the Licensor Showpad Experience or your logos as a result of Showpad’s use of it under this Agreement.
18. Representations and Warranties
SHOWPAD AGREES THAT YOU MAKE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND (“AS-IS” WARRANTY), WHETHER EXPRESS, STATUTORY OR IMPLIED, REGARDING THE LICENSOR SHOWPAD EXPERIENCE.
19. Termination of demo use
You may terminate the license granted to Showpad under Article 15 by sending a written notification to Showpad as provided for in Article 13.2 above. Within a period not to exceed 45 days after receipt of such notification, Showpad shall terminate any use of the rights provided for under Article 15.
For clarity, Articles 1, 13 and 14 shall be applicable to the license granted under this Part B.