API License Agreement

​API License Agreement

IMPORTANT: This API License Agreement ("Agreement") is a legally binding contract between you, as Licensee ("You" or "Licensee") and Rebilly Inc. and applies to your use of the Rebilly Inc. recurring billing software and Rebilly Resources, as defined herein, available through www.rebilly.com (collectively the "Service"). The Service includes an Application Programming Interface (“API” or “Program”), which is further discussed and defined below. If you do not agree to be bound by the terms and conditions of this Agreement, please do not proceed with the use of our Service or the API. In this Agreement, the terms "you" or "your" mean any person or entity using the Service ("Users"). Unless otherwise stated, the terms "Rebilly," "we" or "our" will collectively refer to Rebilly Inc. and its affiliated companies. This Agreement becomes effective as of the date you first access, download or use the API, or click the Acceptance button below ("Effective Date"). This Agreement shall continue until terminated either by us or by you. Even after termination of this Agreement, certain provisions will survive, as discussed herein. This Agreement also incorporates the Rebilly Terms of Use and Privacy Policy by reference, whose terms also govern your use of the Rebilly Service.

YOU ARE ENTERING A LEGALLY BINDING CONTRACT: BY COPYING, DOWNLOADING, OR OTHERWISE USING THE REBILLY API YOU ARE EXPRESSLY AGREEING TO BE BOUND BY ALL TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, YOU ARE NOT AUTHORIZED TO COPY, DOWNLOAD, INSTALL OR OTHERWISE USE THE REBILLY API.

AGREEMENT

Licenses and Restrictions
1.1. API License. Subject to the terms and conditions of this Agreement, Rebilly grants to you a non-exclusive, non-transferable, non-sublicense-able, limited license to use the Application Programming Interface ("API License") solely in accordance with the terms of this Agreement. The API License allows you to do only the following:

1.1.1. Access the Rebilly Resources ("Resources") and use API certificate only in the manner provided by Rebilly; Rebilly Resources may include but are not limited to resources for customers, invoices, payment cards, subscriptions, transactions, black lists, disputes, layouts, plans, authorization options, credentials, and tokens;

1.1.2. Use the API as necessary to conduct your business;

1.1.3. Execute transactions using the Rebilly Service; and

1.1.4. Abide by the terms of Rebilly’s Terms of Use and Privacy Policies.

1.2. Any combination of Sections 1.1.1-1.1.5 above shall be deemed "Permitted Use." Permitted Use is subject to all terms set forth in this Agreement. To enable your Permitted Use, Rebilly will provide you with a confidential identification code, Certificate, and User ID that shall permit you to use the API. The User ID will remain the property of Rebilly and may be revoked or terminated by Rebilly immediately if you fail to keep it confidential (for example by sharing it with any third party, other than a Third Party Service Provider), if compromised in any way, or if you use or access the Program or Rebilly Resources in any manner not expressly permitted under this Agreement. A "Third Party Service Provider" shall refer to any third party service provider who is reasonably needed to undertake the Permitted Use and who is subject to all restrictions herein, including confidentiality provisions at least as restrictive as those set forth in Section 7 ("Confidential Information").

1.3. General License Conditions and Restrictions. You agree that you will neither use the Resources or the Program in any way not expressly permitted under this Agreement, nor use any alternative means such as robots, spiders, scraping or other technology to access, query, or use www.Rebilly.com, or any other web site owned or operated by Rebilly or any of its affiliates (the "Rebilly Site"), Resources, or Program to obtain any information, other than as provided by Rebilly to you pursuant to this Agreement. You may not distribute, facilitate, enable or allow access or linking to the Rebilly Resources from any location or source other than your Site. Following expiration or termination of this Agreement, you shall not use (or facilitate use of) any alternative means such as robots, spiders, scraping or other technology to access, query, or use the Rebilly Site, Resources, or Program to obtain any information.

1.4. Restrictions and Conditions on Use. You agree that you shall not use the Program or Resources, or permit same to be used in any manner, whether directly or indirectly, that would (i) permit the disclosure of the Program or Resources, to, or the use of the Program or Resources by, anyone other than your employees or Third Party Service Providers, or (ii) enable the Program to be used in any location other than your Site (unless Rebilly otherwise has agreed in writing for your use elsewhere).

1.4.1. Specific Prohibitions: Notwithstanding anything to the contrary in this Agreement, you are specifically prohibited from doing any of the following:

1.4.1.1. You shall not sell, transfer, sublicense, or disclose your User ID to any third party (other than Third Party Service Providers); and

1.4.1.2. You shall not modify, decompile or otherwise alter the Program or Resources.

Intellectual Property
2.1. Resources and IP Ownership. Except as otherwise provided in this Agreement, as between Rebilly and You, Rebilly retains all rights, title and interest in and to all intellectual property rights (including without limitation all patent, trademark, copyright, trade dress, trade secrets, database rights and all other intellectual property rights) embodied in or associated with the Program, Rebilly Resources, Rebilly Site and any and all Rebilly Services, technology and any content created or derived there from. This Agreement does not create any implied licenses and Rebilly expressly reserves all rights not expressly granted to you through this Agreement. You shall not take any action inconsistent with Rebilly’s ownership of the Program, the Rebilly site, and/or Rebilly Resources.

2.2. No Sublicensing. Any license rights granted hereunder are granted exclusively to you and may not be sublicensed, transferred or assigned, except as otherwise provided herein.

2.3. Trademark Ownership. Rebilly owns all of its trademarks and service marks, including its logo (“Rebilly Marks”). While this Agreement remains in effect you are granted a non-exclusive, non-transferable, non-sublicenseable, non-assignable right to display the Rebilly Marks on your site. Rebilly may from time-to-time update or revise its trade dress and, in such event, you agree to immediately remove any non-current Rebilly Marks from your site. Rebilly may also revoke this limited grant at any time and for any reason. If you use the Rebilly Marks your use is at your own risk. Although Rebilly has taken reasonable efforts to ensure its Marks do not infringe upon the rights of others, you agree that you will not seek indemnity from Rebilly in the event of a claim from a third party arising out of your use of the Rebilly Marks. Rebilly makes no representation nor does Rebilly warrant or agree to defend or hold you harmless from any such claim. To the contrary, Rebilly shall not be liable for any costs or damages (including attorneys’ fees) associated with claims made against you related to the Rebilly Marks. Because intellectual property law is inherently unpredictable, you expressly agree that your use of the Rebilly Marks is conditioned upon these terms. If you do not agree, do not use the Rebilly Marks.

2.4. Uptime; Rate Limiting. Rebilly does not guarantee that the Rebilly Site or the Rebilly Resources will be available twenty-four hours a day. Rebilly further reserves the right to limit the rate and usage of its Resources as it deems appropriate.

Term and Termination
3.1. Termination. Rebilly reserves the right to terminate this Agreement at any time and for any reason in its sole and exclusive discretion. Rebilly will endeavor to provide advanced notice of any termination unless impracticable or unreasonable under the circumstances.

3.2. Survival. Notwithstanding termination of this Agreement, the following Sections will survive and remain binding: Section 1.3 ("General License Conditions and Restrictions"), Section 1.4 ("Restrictions and Conditions of Use"), Section 2 ("Intellectual Property"), Section 3.2 ("Survival"), Section 6 ("Representations and Warranties"), Section 7 ("Confidential Information"), Section 8 ("Limitation of Liability"), Section 9 ("Indemnification"), and Section 10 ("General").

3.3. Effects of Termination. Upon termination of this Agreement, your User ID will be revoked and all licenses granted pursuant to this Agreement will immediately terminate unless such licenses are expressly stated as surviving.

Security and Stability
Rebilly reserves the right to change the method of access to the Program and/or Resources at any time to ensure the safety and security of its environment. In the event of degradation or instability of Rebilly’s systems or in an emergency, you acknowledge and agree that Rebilly may, in its sole and absolute discretion, temporarily suspend your access to the Program and/or Resources in order to minimize threats to and protect the operational stability and security of the Rebilly system.

Disclaimer of Warranties
YOU ACKNOWLEDGE AND AGREE THAT YOUR ACCESS TO THE RESOURCES AND YOUR USE OF THE API IS PROVIDED HEREUNDER ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, REBILLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. REBILLY DOES NOT REPRESENT OR WARRANT THAT THE REBILLY SITE SHALL OPERATE SECURELY OR WITHOUT INTERRUPTION. You acknowledge that you have not entered into this Agreement in reliance upon any warranty or representation.

Your Representations and Warranties
You represent and warrant that you will comply with all laws and regulations applicable to your products and/or services, including the promotion and marketing thereof, in every jurisdiction in which your products and/or services are delivered or offered.

Confidential Information
7.1. Confidential Information Defined. Rebilly may from time-to-time disclose to you information that is marked “Confidential” that contains proprietary information for your sole use in relation to this Agreement. If disclosed orally, Rebilly may identify certain information as “Confidential.” All such information shall be considered “Confidential Information.” In addition, the terms of this Agreement, Rebilly Resources, the Program, and your User ID shall be deemed Confidential Information regardless of whether marked or designated "Confidential."

7.2. Your Obligations. You agree to keep and hold Rebilly’s Confidential Information in confidence and not disclose such Confidential Information to third parties nor use Rebilly’s Confidential Information for any purpose other than as required to perform under this Agreement. In the event you receive a subpoena or are otherwise asked to disclose Confidential Information pursuant to a court order or pursuant to other legal authority (including governments and regulatory agencies and bodies) you agree to immediately notify Rebilly of such request or order upon learning of the existence or likely existence of such requirement. In such instances, you agree to use reasonable efforts to avoid disclosure of Confidential Information and, if necessary, use reasonable efforts to obtain confidential treatment or protection by order of any disclosed Confidential Information (e.g. via protective order). Notwithstanding any contrary provision in Section 10.6 ("Notice"), notification to Rebilly under this Section 7.2 must be provided by personal delivery on a same day or overnight basis, overnight courier, confirmed facsimile, or confirmed e-mail. Your obligations under this Section shall survive the termination of this Agreement for a period of five (5) years.

REBILLY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS (HOWEVER ARISING, INCLUDING NEGLIGENCE, BREACH OF CONTRACT, BREACH OF WARRANTY, OR ANY OTHER FORM OF ACTION) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF REBILLY IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Indemnification
You agree to indemnify Rebilly against any and all claims, losses, liabilities, costs and expenses, including reasonable attorneys' fees (collectively, "Claims") which Rebilly may incur as a result of any third party actions (court, arbitration, or otherwise) arising from or relating to: (1) Your or Third Party Service Provider's use of the Program, the Rebilly Resources, Services or Technology in excess of the rights granted hereunder or (2) Resources, Technology, or Services provided by You or others on your behalf. Your agreement to indemnify Rebilly hereunder includes the obligation to provide full legal defense to Rebilly upon tender by Rebilly, regardless of outcome of any action or proceeding.

General
10.1. Governing Law; Venue. This Agreement shall be construed in accordance with and governed exclusively by the laws of the State of Texas applicable to agreements made among Texas residents and to be performed wholly within such jurisdiction, regardless of such parties' actual domiciles. Any cause of action arising under this Agreement shall be brought exclusively in a court in Travis County, Texas.

10.2. Publicity. You agree not to make any public statement regarding the terms of this Agreement, any aspect thereof, or the Program without Rebilly’s prior written approval, which may be withheld at its sole discretion.

10.3. Independent Contractors. This Agreement does not create, and nothing contained in this Agreement shall be deemed to establish, a joint venture between the parties, or the relationship of employer-employee, partners, principal-agent or the like.

10.4. No Assignment. You may not assign your rights nor delegate your duties under this Agreement without Rebilly’s prior written consent, which may be withheld in its sole discretion.

10.5. Severability. If any provision of this Agreement is ever held to be invalid or unenforceable for any reason, the remaining provisions shall continue in full force and effect without being impaired or invalidated in any way.

10.6. Notice. Any notice under this Agreement shall be in writing and delivered by personal delivery, overnight courier, confirmed facsimile, confirmed e-mail, or certified or registered mail, return receipt requested, and shall be deemed given upon personal delivery, one (1) day after deposit with an overnight courier, five (5) days after deposit in the mail, or upon confirmation of receipt of facsimile or e-mail. Notices shall be sent to Rebilly at its primary mailing address listed at the www.rebilly.com

10.7. Entire Agreement; Waiver. This Agreement sets forth the entire understanding and agreement of the parties regarding the Program and Resources, and supersedes any and all oral or written agreements or understandings between the parties, as to the Program and Resources, except to the extent that this Agreement incorporates Rebilly’s Terms of Use and Privacy Policy as described herein. The waiver by Rebilly of a breach of any provision of this Agreement shall not operate or be interpreted as a waiver of any other or subsequent breach.

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