This is a legal agreement (�Agreement�) is made and entered into as of <Date> (the �Effective Date�), by and between Whois API Ltd. (�Whois API�), and <Company or Individual> (�Licensee�), which maintains its principal place of business at <Address>.
a) �Covered Code� means the Original Code, Modifications, the combination of Original Code and any Modifications, and/or any respective portions thereof.
b) �Larger Work� means a work that combines Covered Code or portions thereof with code not governed by the terms of this Agreement.
c) �Modifications� means any addition to or deletion from the substance and/or structure of the Original Code, any previous Modifications, the combination of Original Code and any previous Modifications, and/or any respective portions thereof. When Covered Code is released as a series of files, a Modification is: (i) Any addition to or deletion from the content of a file containing Original Code or previous Modifications. (ii) Any new file that contains any part of the Original Code or previous Modifications.
d) �Original Code� means (i) the Source Code of a program or other work as originally made available by Whois API under this Agreement, including the Source Code of minor updates or upgrades to such programs or works made available by Whois API under this Agreement; and (ii) the object code compiled from such Source Code and originally made available by Whois API under this Agreement.
e) �Runtime� means the files that are included into the Software and required for distribution of the Larger Work created using the Covered Code. Runtime files are identified in the accompanying printed or on-line documentation (�Documentation�).
f) �Source Code� means the human readable form of a program or other work that is suitable for making modifications to it, including all modules it contains, plus any associated interface definition files, scripts used to control compilation and installation of an executable (object code) for Licensed Technologies.
g) �Licensed Technologies� means Original Code of Whois API Service, Whois API Client.
h) �Confidential Information� means: (i) the Original Code; (ii) the Software; (iii) the technology, ideas, know-how, documentation, processes, algorithms and trade secrets embodied in the Software; (iv) any software keys related to the Software; and (v) any other information, except information specified as non-confidential, whether disclosed orally or in writing or magnetic media, that is identified as CONFIDENTIAL, PROPRIETARY or with a similar legend at the time of such disclosure.
Whois API retains all rights; title and interest in and to the Original Code and any modifications made by or on behalf of Whois API (�Whois API Modifications�), and such Whois API Modifications will not be automatically subject to this Agreement. Whois API may, at its sole discretion, choose to license such Whois API Modifications under this Agreement or on different terms from those contained in this Agreement or may choose not to license them at all.
All rights not expressly granted herein are reserved by Whois API.
Subject to the terms, conditions, and limitations set forth in this Agreement, Whois API hereby grants to Licensee a royalty-free, non-exclusive, non-transferable license to use the Original Code as follows:
Licensee may
a) use, modify, adapt, alter, translate, create derivative works of, and distribute the Original Code (or portions thereof) with or without Modifications, as part of the Larger Work in executable (object code) form only;
b) remove any proprietary notices or labels on the Original Code and/or Covered Code.
Licensee may NOT
a) sell rent, lend, give, lease, sublicense or otherwise transfer rights to the Original Code (or any portion thereof) to any other party;
b) distribute the Original Code (or any portion thereof) with or without Modifications, separately, outside of the Larger Work;
c) publish the Original Code on any medium, including, but not limited to, electronic mail, online services, Internet newsgroups, and printed matter;
d) use the Covered Code in whole or in part as the basis for creating a software product which provides the same, or substantially the same, functionality as any Whois API product or is otherwise generally competitive with it.
Whois API does not provide free of charge technical support related to the use of the modified Original Code in Licensee�s Larger Works. During 1 (one) year after this Agreement is signed, Whois API agrees: a) to provide Licensee with minor version updates to the Source Code within 10 days of the public release of any upgrades to the Software; b) to provide Licensee with technical support in the general use of the Software and in bug fixing only.
Licensee shall not use or disclose any Confidential Information, except as expressly authorized by this Agreement, and shall protect all such Confidential Information using the same degree of care which Licensee uses with respect to their own proprietary information, but in no event with safeguards less than a reasonably prudent business would exercise under similar circumstances. Licensee�s obligations regarding the protection of Confidential Information shall survive any expiration or termination of the Agreement. Licensee shall take prompt and appropriate action to prevent unauthorized use or disclosure of the Confidential Information.
The Covered Code may contain errors that could cause failures or loss of data, and may be incomplete or contain inaccuracies. You expressly acknowledge and agree that use of the Covered Code, or any portion thereof, is at Your sole and entire risk. THE COVERED CODE IS PROVIDED ON A STRICTLY �AS IS� BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT.NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY Whois API SHALL CREATE A WARRANTY.
TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL Whois API OR ITS SUPPLIERS BE LIABLE FOR ANY INCIDENTAL, SPECIAL, INDIRECT OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THIS Whois API PRODUCT, EVEN IF Whois API HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
This Agreement does not grant any rights to use the trademarks or trade names: �Whois API�, �Whois XML API�, �Whois API Client� or any other trademarks, service marks, logos or trade names belonging to Whois API. Licensee agrees not to use any marks belonging to Whois API in or as part of the name of products based on the Original Code.
This Agreement and the rights granted herein will terminate immediately without notice from Whois API if the Licensee fails to comply with any provision of this Agreement. Upon such termination, Licensee agrees to immediately stop any further use, modification, and distribution of the Covered Code and destroy all copies of the Covered Code that are in Licensee�s possession or control. Sections 6, �Disclaimer of Warranty� and Section 7, �Limitation of Liability� shall remain effective after the termination of this Agreement.
No party will be liable to any other for compensation, indemnity or damages of any sort solely as a result of terminating this Agreement in accordance with its terms, and termination of this Agreement will be without prejudice to any other right or remedy of any party.
If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the economic benefits and intent of the parties, and the remainder of this Agreement will continue in full force and effect.
You agree to be identified as a Licensee of Whois API and You agree that Whois API may refer to You by name, trade name and trademark, if applicable, and may briefly describe Your business in Whois API�s marketing materials and web sites. You hereby grant Whois API a license to use Your name and any of Your trade names and trademarks solely in connection with the rights granted to Whois API pursuant to this marketing section.
Licensee and Whois API may use the information about their business relationship for independent or joint marketing efforts so long as they adhere to the requirements of set forth in Section 5, �Confidential Information�. Examples of allowable marketing uses include creation and use of case studies, press releases, printed and on-line marketing materials, presentations, and business references (�Marketing Materials�).
a) This Agreement constitutes the complete, final and exclusive statement of the agreement between Whois API and Licensee, which supersedes all proposals, oral or written, and all other communications between the parties relating to the subject matter of this Agreement. No waiver, alteration or modification of the provisions of this Agreement will be valid unless made in writing and signed by a corporate officer of Whois API.
b) This Agreement will not be construed as creating an agency, partnership, joint venture or any other form of legal association between or among Licensee and Whois API, and Licensee will not represent to the contrary, whether expressly, by implication, appearance or otherwise.
c) Titles are inserted for convenience only and will not affect in any way the meaning or interpretation of this Agreement. If any provision of this Agreement is held invalid, the remainder of this Agreement will continue in full force and effect. Either Whois API or Licensee may assign this Agreement in the case of a merger or sale of substantially all of its respective assets to another entity. This Agreement will be binding upon and will inure to the benefit of the parties, their successors and assigns.
The license fee for the Licensed Technologies is _____ (EUR/USD). The total amount shall be paid via a money transfer to the account stated in the appropriate invoice issued by Whois API upon signing this Agreement. The Licensee shall pay the invoice in full within 30 (thirty) calendar days of the invoice date. Overdue invoice is subject to a late charge of _____ (EUR/USD). If the Licensee fails to pay within 2 (two) months from the invoice date, the Whois API has the right to terminate the Agreement. Whois API delivers the Licensed Technologies to the Licensee within 3 (three) business days upon receiving the license fee.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed and do each hereby represent and warrant that their respective signatory whose signature appears below has been and is on the date of this Agreement duly authorized by all necessary and appropriate corporate or company action to execute this Agreement.
| <Licensee> | Whois API Ltd. | |||
|---|---|---|---|---|
| Signed | Signed | |||
| Name | Name | |||
| Title | Title | |||
| Date | Date | |||