Oasis Labs API Evaluation Agreement
IMPORTANT NOTICE: OASIS LABS IS WILLING TO MAKE THE API LICENSED HEREUNDER AVAILABLE TO YOU ONLY IF YOU ACCEPT THE TERMS AND CONDITIONS IN THIS AGREEMENT.
This is a legal agreement between you and Oasis Labs, Inc. (“Oasis Labs”). By using the application programming interface made available to you by Oasis Labs (the “API”) you acknowledge that you have read, understand, and agree to be bound to the terms and conditions of this OASIS LABS API LICENSE AGREEMENT (this “Agreement”). If you do NOT agree to this Agreement you are not permitted to access or use the API for any purpose.
1. Evaluation License.
1.1. API License. Subject to the terms and conditions of this Agreement, Oasis Labs hereby grants you a nonexclusive, nontransferable, terminable, revocable, non-sublicensable and limited license to use the API during the term of this Agreement solely for the purpose of testing and developing applications for your internal review and evaluation of the API. This Agreement does not give you any right to use the API or any applications developed using the API for any commercial purposes.
1.2. License Restrictions. The license set forth in Section 1.1 does not permit you to: (i) reproduce, republish, transmit, display, sell, or participate in any sale of, rent, lease, loan, assign, distribute, publicly perform, publicly display, license, or sublicense, in whole or in part, the API; (ii) modify the API; (iii) reverse engineer or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any area, feature, content, or code of the API; (iv) use or encourage or enable the use of the API for any purpose that is illegal, beyond the scope of its intended use, or otherwise prohibited in this Agreement or the API’s documentation ;or (v) use or permit the use of the API for any purposes competitive with Oasis Labs, including, without limitation, to develop any product or services with features or functionality similar to or competitive with those of the API.
1.3. Reservation of Rights. The API is licensed not sold to you, and Oasis Labs retains exclusive ownership of the API. There are no implied rights or licenses granted under this Agreement, and all rights not expressly licensed to you are reserved by Oasis Labs. For the avoidance of doubt, no source code of any kind is licensed to you hereunder, and Oasis Labs will have no obligation to make any source code available to you.
2. Bug Reporting and Suggestions. You agree to promptly disclose to Oasis Labs any bugs, errors, defects, or other issues that you identify with the API, and that you will give Oasis Labs all reasonably requested information and assistance in order for Oasis Labs to identify, isolate, reproduce, and resolve such items. Oasis Labs shall have a royalty-free, worldwide, transferable, sublicensable, irrevocable, and perpetual license to use or incorporate any material, information, ideas, concepts, know-how, techniques, or other communications that you provide to Oasis Labs by any means (“Suggestions”). All Suggestions are non-confidential and Oasis Labs will have the right to unrestricted use and dissemination of such Suggestions for any purpose, commercial or otherwise, without acknowledging or compensating you.
3. Support and Updates. You acknowledge that Oasis Labs has no responsibility for providing you with any support, maintenance, updates, upgrades, or other enhancements to the API, and that Oasis Labs is under no obligation to create any updates, upgrades, or enhancements to the API.
4. Compliance With Laws. You agree that your use of the API, including any development, exploitation, and use of any applications relating to the API, will be in compliance with all applicable laws, rules, regulations, and any generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries and all applicable privacy and data collection laws and regulations). To the extent required by law, you are solely responsible for obtaining or filing any approval, clearance, registration, permit, or other regulatory authorization and shall comply with the requirements of such authorization.
5. WARRANTY DISCLAIMER. The API utilizes complex software technology that may not always function as intended. If you choose to use the API, you assume all risk associated therewith, including that your use of your of the API or any applications relating thereto may cause harm or loss to third parties. OASIS LABS makeS no representations or warranties with respect to the API. the API IS provided "as is" and with all faults. OASIS LABS AND ITS SUPPLIERS AND LICENSORS DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, AND ANY IMPLIED INDEMNITY.
6. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL OASIS LABS OR ITS SUPPLIERS OR LICENSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF USE, LOST PROFITS, OR LOSS OF DATA ARISING OUT OF OR RELATED TO the API AND/OR THIS AGREEMENT, HOWEVER CAUSED AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF OASIS LABS OR ITS SUPPLIERS OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR only remedy against OASIS LABS for dissatisfaction with the API is to stop using the API. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE CUMULATIVE LIABILITY OF OASIS LABS, ITS SUPPLIERS, AND ITS LICENSORS FOR ANY CLAIMS ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE API EXCEED FIVE HUNDRED DOLLARS ($500). Some jurisdictions do not allow limitations of liability, so the foregoing limitation may not apply to you.
7. Indemnification. You agree to indemnify and hold Oasis Labs and its affiliates, and their officers, directors, employees, agents, suppliers, and licensors harmless from and against any and all claims, damages, losses, liabilities, costs and expenses (including, but not limited to, court costs and reasonable attorneys' fees) arising out of, or in connection with, this Agreement or your use of the API.
8. Term; Termination.
8.1. Term. This Agreement will remain in force unless and until terminated by either party pursuant to Section 8.2 hereof.
8.2. Termination. Oasis Labs may terminate this Agreement immediately by providing a notice of termination upon your breach of any term or condition of this Agreement. In addition, either party may terminate this Agreement without cause by providing ten (10) days prior notice to the other party. Upon termination of this Agreement for any reason, you will immediately discontinue all use of the API and destroy all instances of the API (if any) in your possession. The provisions of Sections 1.3, 2, 4-7, 8.2, and 9-12 will survive any termination of this Agreement.
9. Assignment. You may not sell, assign or transfer any of your rights, duties or obligations under this Agreement without the prior written consent of Oasis Labs. Oasis Labs reserves the right to assign or transfer this Agreement or any of its rights, duties and obligations hereunder to any third party.
10. Forum and Venue. A lawsuit, if any, by Oasis Labs or you against the other will occur in state or federal court in San Francisco, California. Oasis Labs and you agree that the jurisdiction and venue of these courts is exclusive. Any dispute between Oasis Labs and you will be governed by this Agreement and the laws of the State of California and applicable United States law, without giving effect to any conflict-of-laws principles that may provide for the application of the law of another jurisdiction.
11. Confidentiality. You acknowledge that you will be exposed to data and information, including product, technology, business, and strategy information that is confidential and proprietary to Oasis Labs (collectively, “Confidential Information”), and that the API and the terms and conditions of this Agreement will be considered Confidential Information. All Confidential Information shall be sole and exclusive property of Oasis Labs and may be used by you only for purposes of performing your obligations and exercising your rights under this Agreement. Your may not reveal, publish, or otherwise disclose the Confidential Information to any third party without the prior written consent of Oasis Labs, and shall protect the Confidential Information from disclosure using the same degree of care you use to protect your own Confidential Information of like kind, but in no event using less than reasonable care.
12. General Provisions. This Agreement does not create any relationship of association, partnership, joint venture or agency between the parties. Neither party will have any right or authority to assume, create or incur any liability or obligation of any kind against or in the name of the other party. This Agreement sets forth the entire agreement and understanding between the parties with respect to the subject matter in this Agreement. This Agreement merges all previous discussions and negotiations between the parties and supersedes and replaces any and every other agreement, which may have existed between the parties with respect to the contents of this Agreement. Except to the extent and in the manner specified in this Agreement, any modification or amendment of any provision of this Agreement must be in writing and bear the signature of the duly authorized representative of each party. The failure of either party to exercise any right granted under this Agreement, or to require the performance by the other party of any provision of this Agreement, or the waiver by either party of any breach of this Agreement, will not prevent a subsequent exercise or enforcement of such provisions or be deemed a waiver of any subsequent breach of the same or any other provision of this Agreement. If any provision of this Agreement shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from this Agreement and shall not affect the validity and enforceability of any remaining provisions.