Regpack, Inc., and its subsidiaries (collectively, “Regpack”) will enter into this agreement with the “Licensee” to provide access to Regpack’s Open API. The policies are outlined below (hereafter the “Agreement”). The effective date of this agreement is the date payment for API admin is approved. If your organization is a new Licensee, then this Agreement will be effective as of January 31, 2022. If your organization is an existing Licensee, this agreement will be effective as of January 31, 2022.
By accepting this Agreement, either by accessing or using the API, or authorizing or permitting any individual to access or use the API, You agree to be bound by this Agreement.
If You are entering into this Agreement on behalf of a company, organization or another legal entity (an “Entity”), You are agreeing to this Agreement for that Entity and representing to Regpack that You have the authority to bind such Entity and its Affiliates to this Agreement, in which case the terms “Licensee”, “You”, “Your” or a related capitalized term herein shall refer to such Entity and its Affiliates. If You do not have such authority, or if You do not agree with this Agreement, You must not accept this Agreement and may not access nor use the API.
API - means an API and any accompanying or related documentation, source code, SDKs, executable applications and other materials made available by Regpack, including, without limitation, through its API Docs.
Applications - mean paid or unpaid web or other software services, applications, or Themes developed by Licensee that utilize or interact with the API or otherwise interact with the Services and are authorized to be Published pursuant to this Agreement.
Intellectual Property Rights - means patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights.
Internal Use - means the use of the API in connection with Licensee’s subscription to a Service for Licensee’s internal business purposes in accordance with the Service Agreement.
Marks - mean Regpack® and Regpack’s other product and service names, trademarks, service marks, branding and logos made available for use in connection with the APIs pursuant to this Agreement.
Payment Processor - means the third party payment processor that processes fees related to a Paid Application.
Publish/Published/Publishing - means the making of any Application available to any Subscriber other than Licensee or for any purpose other than for use by Licensee as a Subscriber for Internal Use.
Subscriber - means and refers to an individual or an Entity that has agreed to a Service Agreement for use of our Services.
Themes - means Applications that allow Subscribers to present customized or non-default appearances and functionality within Regpack Guide or help center functionality.
2. PURPOSE AND LICENSE
2.1 This Agreement and any and all restrictions and policies implemented by Regpack from time to time with respect to the API as set forth in the Documentation (“General API Policies”) govern Licensee’s rights to use and access the API for the purpose of developing, implementing and Publishing Applications. Licensee’s access to and use of the API for Internal Use is governed by the Service Agreement found here and the General API Policies and docs.
2.2 Subject to this Agreement, including the restrictions set forth in Section 3, Regpack grants to Licensee a non-exclusive, non-transferable, non-sublicensable, worldwide, revocable right and license during the Term (as defined in Section 12) to: (a) use and make calls to the API to develop, implement and distribute Applications solely for use by Subscribers in connection with the Services; (b) use and display the Marks only to identify that the Service Data originates from Regpack.
2.3 Licensee grants to Regpack a non-exclusive, worldwide, fully paid-up, royalty-free license, for as long as its Applications are Published to a Marketplace to: (a) market, sell, distribute, use, perform, and display such Applications; and (b) permit others to access, install, purchase and (in the case of downloadable software applications) download such Applications through the Marketplace. Licensee further grants to Regpack a non-exclusive, worldwide, fully paid-up, royalty-free license, during the Term, to use Licensee’s name, Application name(s) and associated logos (collectively, “Licensee Marks”) solely to enable Regpack to exercise its rights and perform its obligations under this Agreement. Any use of Licensee’s Marks shall be in accordance with Licensee’s reasonable trademark usage policies if such policies are communicated to Regpack.
2.4 Regpack shall have, and Licensee hereby grants to Regpack, a royalty-free, fully paid-up, worldwide, transferable, sub-licensable, irrevocable and perpetual license to implement, use, modify, commercially exploit, incorporate into any of Regpack’s products or services (including the Services and/or the API) and/or otherwise use in any manner any suggestions, enhancement requests, recommendations or other feedback Regpack receives from Licensee.
3. RESTRICTIONS AND RESPONSIBILITIES
The licenses granted in Section 2 of this Agreement are explicitly conditioned on Licensee’s adherence to the following restrictions and compliance with its responsibilities as set forth herein.
3.2 In order to use and access the API, Licensee must obtain API credentials (a “Token”) by becoming a Subscriber. Tokens can only be obtained and accessed by purchase of a Regpack API Admin on an annual basis. Licensee may not share its Token with any third party, shall keep such Token and all Login information secure, and shall use the Token as Licensee’s sole means of accessing the API.
3.3 Licensee’s Applications shall not substantially replicate products or services offered by Regpack, including, without limitation, functions or clients on platforms (such as iOS or Android) where Regpack offers its own client or function. Subject to the preceding sentence and the parties’ other rights and obligations under this Agreement, each party agrees that the other party may develop and publish applications that are similar to or otherwise compete with such party’s applications. Applications may not use or access the API or a Service in order to monitor the availability, performance, or functionality of any of the API or a Service or for any similar benchmarking purposes.
3.4 Applications shall not, in any manner, display any form of advertising within or connected to any Service Data received by any Subscriber, Agent or End-User.
3.5 Licensee shall not, under any circumstances, through Applications or otherwise, repackage or resell the Services, or any part thereof, API or Service Data. Licensee shall not use or assist a third party in using the API or any Software in such a way to circumvent the requirement for an individual Agent Login for each individual who (a) leverages the Services to interact with End-Users; (b) Processes data related to interactions with End-Users; or (c) absent a license from Us otherwise, Processes data related to interactions originating from a Non-Regpack Service that provides functionality similar to functionality provided by the Services and which would, pursuant to this Agreement, require an individual Agent Login if utilizing the Services for such interaction. Further, Licensee shall not use or assist a third party in using the API or any Software in such a way to circumvent applicable Regpack Service Agreement restrictions or Agent licensing restrictions that are enforced in the Service user interface. Licensee is not permitted to use the API or any Service Data in any manner that does or could potentially undermine the security of the Services, the API, Service Data or any other data or information stored or transmitted using the Services. In addition, Licensee shall not, and shall not attempt to: (a) interfere with, modify or disable any features, functionality or security controls of the Services or the API, (b) defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms for the Service or the API, or (c) reverse engineer, decompile, disassemble or derive source code, underlying ideas, algorithms, structure or organizational form from the Services or the API.
3.6 Licensee acknowledges that Licensee is solely responsible, and that Regpack has no responsibility or liability of any kind, for the content, development, operation, support or maintenance of Applications. Without limiting the foregoing, Licensee will be solely responsible for (a) the technical installation and operation of its Applications; (b) creating and displaying information and content on, through or within its Applications; (c) ensuring that its Applications do not violate or infringe the Intellectual Property Rights of any third party; (d) ensuring that Applications are not offensive, profane, obscene, libelous or otherwise illegal; (e) ensuring that its Applications do not contain or introduce Malicious Software into a Service, an API, any Service Data or other data stored or transmitted using the Service; (f) ensuring that its Applications are not designed to or utilized for the purpose of spamming any Regpack subscribers, Agents or End-Users; and (g) ensuring that its Applications do not violate any applicable law or third party right.
3.7 Licensee will respect and comply with the technical and policy-implemented limitations of the API and the restrictions of this Agreement in designing and implementing Applications. Without limiting the foregoing, Licensee shall not violate any explicit rate limitations on calling or otherwise utilizing an API.
3.8 Licensee shall not make any modifications to any Service Data, other than as reasonably necessary to modify the formatting of such Service Data in order to display it in a manner appropriate for the pertinent Applications.
3.9 Licensee agrees that Regpack may perform periodic vulnerability assessments, penetration testing and scanning (collectively, “Security Assessment”) of any Application developed by Licensee, in accordance with the following principles: (i) Security Assessments will be carried out in such a manner as to reasonably avoid disruption in the use of the Application by Subscribers. Despite the foregoing, Security Assessments may in rare cases cause downtime or other adverse effects on the Application or Licensee’s systems; (ii) Regpack is not required to provide notice to Licensee prior to any Security Assessment. Licensee agrees to cooperate reasonably with such Security Assessments. Licensee agrees that Regpack, its employees, and contractors shall not be liable to Licensee, Subscribers or any third party for damages or losses arising in connection with Security Assessments performed in accordance with this Section 3.9. Regpack conducts such Security Assessments for its own benefit and Licensee may not rely on, publicly disclose or promote the successful Application passage of such evaluation. If the Application, in whole or in part, runs outside of Regpack’s systems, the Security Assessment may include remote application-level security testing of the Application, and network-level security testing including a vulnerability threat assessment. Regpack may conduct such testing itself or through a third party.
4. REPRESENTATIONS, WARRANTIES AND COVENANTS
4.2 Licensee represents, warrants and covenants that (a) its Applications and Licensee Marks, the use of such Applications by its users, and the activities with respect to such Applications and Licensee Marks undertaken by Regpack in accordance with the terms of this Agreement, do not and will not violate, misappropriate or infringe upon the Intellectual Property Rights of any third party; (b) Licensee will comply with all applicable local, state, national and international laws and regulations, including, without limitation, all applicable export control laws, and maintain all licenses, permits and other permissions necessary to develop, implement and Publish its Applications; (c) its Applications do not and will not contain or introduce any Malicious Software into the Service, the API, any Service Data, or other data stored or transmitted using the Service; (d) its Applications are not designed to or utilized for the purpose of spamming any Subscribers, Agents or End-Users; and (e) it has all right, power and authority to grant the licenses granted to Regpack herein;.
4.3 Licensee represents, warrants and covenants that it will include the mandatory terms of service provisions listed in Section 4.4 below (“Mandatory Service Terms”) in the terms of service (“App Terms of Service”) that govern use of its Applications by Subscribers. Such Mandatory Service Terms are a minimum set of provisions and Licensee may have more exhaustive App Terms of Service. Licensee may change the term references to match the terms used in its App Terms of Service.
Subject to the limited licenses expressly provided in this Agreement, nothing in this Agreement transfers or assigns to Regpack any of Licensee’s Intellectual Property Rights in its Applications or Licensee’s Marks or other technology, and nothing in this Agreement transfers or assigns to Licensee any of Regpack’s Intellectual Property Rights in the Services, the API, the Marks, or Regpack’s other technology or the respective Intellectual Property Rights in any Service Data of Regpack or its Subscribers, Agents or End-Users.
This Agreement does not entitle Licensee to any support for the Services or the API, unless Licensee makes separate arrangements with Regpack for such support. Licensee is solely responsible for providing all support and technical assistance to End-Users of its Applications and Subscribers who access, deploy and/or purchase its Applications. Licensee acknowledges and agrees that Regpack has no obligation to provide support or technical assistance to the users of Applications and Licensee shall not represent to any such users that Regpack is available to provide such support. Licensee agrees to use commercially reasonable efforts to provide reasonable support to users of its Applications.
Licensee may from time to time, gain access to Confidential Information. Licensee may use Confidential Information only to the extent necessary to exercise its rights under this Agreement. Subject to the express permissions set forth herein, Licensee may not disclose Confidential Information to a third party without the prior express consent of Regpack, provided in writing or by email. Without limiting any other obligation of Licensee under this Agreement, Licensee agrees that it will protect Confidential Information, as defined in the Regpack DPA, from unauthorized use, access, or disclosure or in the same manner that Licensee would use to protect its own confidential and proprietary information of a similar nature and in any event with no less than a reasonable degree of care.
9. DISCLAIMER OF WARRANTIES
ALL ASPECTS OF THE SERVICES AND THE API, INCLUDING ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND REGPACK EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT REGPACK DOES NOT WARRANT THAT THE SERVICE OR API WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM REGPACK OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
10. LIMITATION OF LIABILITY
10.1 EXCEPT FOR LICENSEE’S INDEMNIFICATION OBLIGATIONS, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY TO THIS AGREEMENT, OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY 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 SUCH PARTY OR THIRD PARTY IN CONNECTION WITH THIS AGREEMENT, THE API OR THE SERVICES, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.
10.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, REGPACK’S AGGREGATE LIABILITY TO LICENSEE OR ANY THIRD PARTY ARISING OUT THIS AGREEMENT, SHALL IN NO EVENT EXCEED ONE HUNDRED U.S. DOLLARS ($100.00). ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE FIRST EVENT OR OCCURRENCE GIVING RISE TO THE CLAIM.
10.3 Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to Licensee. IN THESE JURISDICTIONS, REGPACK’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. The limitations set forth in this Section 10 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose
Licensee will indemnify and hold Regpack harmless against any claim brought by a third party against Regpack arising from or related to any breach of an obligation, representation, warranty, covenant or other provision of this Agreement by Licensee or any matter which Licensee has expressly agreed to be responsible pursuant to this Agreement.
12. TERM AND TERMINATION
This Agreement shall commence on the Effective Date and will remain in effect until terminated pursuant to this Section 12 (the, “Term”). Regpack may terminate this Agreement at any time, for any reason, or for no reason including, but not limited to, if Licensee violates any provision of this Agreement. Any termination of this Agreement shall also terminate the licenses granted to Licensee hereunder. Upon termination of this Agreement for any reason, Licensee shall cease using, and either return to Regpack, or destroy and remove from all computers, hard drives, networks, and other storage media, all copies of any materials licensed pursuant to this Agreement and any Confidential Information in Licensee’s possession, and shall certify to Regpack that such actions have occurred. Sections 3, 4, 6, 8-15 shall survive termination of this Agreement.
13. ASSIGNMENT; ENTIRE AGREEMENT; REVISIONS
13.1 Licensee may not, directly or indirectly, by operation of law or otherwise, assign all or any part of this Agreement or Licensee’s rights under this Agreement or delegate performance of Licensee’s duties under this Agreement without Regpack’s prior consent, which consent will not be unreasonably withheld. Regpack may, without Licensee’s consent, assign this Agreement to any Affiliate or in connection with any merger or change of control of Regpack or the sale of all or substantially all of its assets provided that any such successor agrees to fulfill its obligations pursuant to this Agreement. Subject to the foregoing restrictions, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.
If any provision in this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
15. RELATIONSHIP OF THE PARTIES
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the parties.
All notices to be provided by Regpack to Licensee under this Agreement may be delivered in writing (a) by nationally recognized overnight delivery service (“Courier”) or U.S. mail to the contact mailing address provided by Licensee to Regpack; or (b) electronic mail to the electronic mail address provided for the Account owner related to Your subscription to the Service. Licensee must give notice to Regpack in writing by Courier or U.S. Mail to the following address: Regpack, Inc., Attn: Legal Department, 530 B Street - Suite 1500, San Diego, CA 92101. All notices shall be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, two (2) business days after being deposited in the mail or with a Courier as permitted above.