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API License Agreement

These API terms (“Terms”) applicable to You as an individual or on behalf of Your organization (“You” or “Your”) for the use of GovTribe’s Integrated Government Contracting and Grant-Making Market Intelligence API (“GovTribe API”). By accessing or using the GovTribe API, You are agreeing to these Terms. GovTribe may change or amend these terms and conditions at any time. Your continued use of the GovTribe API after any changes or modifications means you agree to the new Terms. Therefore, You should review the GovTribe API Terms of Use from time-to-time to check for modifications. If you do not agree to the new API Terms or if we terminate these API Terms, you must stop using the GovTribe API. You represent and warrant to us that you have the authority to accept these API Terms on behalf of yourself, a company, and/or other entity, as applicable, in which case the term "You" or "Your" will refer to such entity.
1. Definitions
a) Application means the software application or other interface that You develop, own, or operate to interact with GovTribe API.
b) GovTribe Content means all of the information stored in and retrieved through the GovTribe website and associated services. GovTribe Content does not include information that You obtain independent of GovTribe and the GovTribe API.
c) Systems means the software applications used by You for Your internal business operations.
d) Your Users means endusers of Your Systems.
2. License and Restrictions
a) API License. GovTribe grants You a limited, non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable right to access and use the GovTribe API solely to connect with Your Systems for the purpose of requesting and receiving GovTribe Content for display within Your Systems and solely for Your internal business purposes.
b) Restrictions. You acknowledge that the API is valuable proprietary intellectual property of GovTribe. Accordingly, You may NOT: (a) license, sell, rent, assign or transfer, or make the API available to any third party, or otherwise commercially exploit the API; (b) modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the API; (c) use the API in order to build a product or service that replicates or attempts to replace the customer’s user experience of the GovTribe software; (d) use the API in a manner that adversely impacts the stability of GovTribe’s software or adversely impacts the behavior of other applications using the API; (e) use the API for any illegal, unauthorized or otherwise improper purposes, or in any manner which would violate this Agreement; (f) use our name to endorse or promote any product, including Your Application, without our prior written consent, or (g) use the GovTribe Content accessed through the API for any purpose other than in compliance with all applicable laws (including privacy laws). You will preserve all copyright and other proprietary rights notices in the API.
3. Changes to the GovTribe API and API Terms
WE MAY CHANGE OR DISCONTINUE THE AVAILABILITY THE GOVTRIBE API AT ANY TIME FOR ANY REASON WITH OR WITHOUT NOTICE. Such changes may include, without limitation, requiring fees or imposing limits on certain features and services. We may release subsequent versions of the GovTribe API and require that you use those subsequent versions, at your sole cost and expense.
Any version of the GovTribe API designated as "preview", "pre-release" or "beta" ("Preview API"), may not work in the same way as a final version. We may change or not release a final or commercial version of a Preview API in our sole discretion.
WE MAY MODIFY THESE API TERMS AT ANY TIME, WITH OR WITHOUT PRIOR NOTICE TO YOU. YOUR CONTINUED USE OF THE GOVTRIBE API FOLLOWING THE RELEASE OF A SUBSEQUENT VERSION OF THESE API TERMS WILL BE DEEMED YOUR ACCEPTANCE OF ANY MODIFICATIONS TO THESE API TERMS.
4. Ownership, Licensing
  1. 1.
    Ownership. You acknowledge and agree that: (i) GovTribe retains all rights, title and interest in and to all intellectual property rights embodied in or associated with the GovTribe Content, and any content GovTribe created or derived therefrom. There are no implied licenses under this Agreement, and any rights not expressly granted to You hereunder are reserved by GovTribe or its suppliers. You will not take any action inconsistent with GovTribe’s ownership of the GovTribe Content.
  2. 2.
    Sublicensing. Except as set forth in this Section 4, all license rights (under any applicable intellectual property right) granted to You by GovTribe are not sublicensable, transferable or assignable. You may sublicense Your right to display the GovTribe Content to Your Users solely to enable them to display GovTribe Content on their computer screens; provided that: (a) Your Users will have no programmatic control over GovTribe API and (b) the restrictions herein will apply to Your Users and (c) You acknowledge and agree that You are liable for any act or omission by Your Users amounting to a breach of this Agreement.
5. Security
You warrant that your Application has been developed to operate with GovTribe API content in a secure manner. Your network, operating system and the software of your servers, databases, and computer systems must be properly configured to securely operate your Application and store content collected through your Application (including the GovTribe API content). Your Application must use reasonable security measures to protect the private data of your users.
6. Disclaimer of Warranties, Limitation of Liability and Indemnity
  1. 1.
    Disclaimer of Warranties. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, OR STATUTORY, WITH RESPECT TO YOUR USE OF THE GOVTRIBE API. YOU UNDERSTAND THAT USE OF THE GOVTRIBE API IS AT YOUR OWN RISK AND THAT WE PROVIDE THE GOVTRIBE API ON AN "AS IS" BASIS "WITH ALL FAULTS" AND "AS AVAILABLE". TO THE EXTENT PERMITTED UNDER YOUR LOCAL LAW, WE EXCLUDE ANY IMPLIED WARRANTIES, INCLUDING OR MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, TITLE, AND NON-INFRINGEMENT. WE DO NOT REPRESENT, WARRANT OR MAKE ANY REPRESENTATION, WARRANTY OR CONDITION THAT THE API IS FREE OF INACCURACIES, ERRORS, WILL FUNCTION WITHOUT INTERRUPTIONS, OR IS RELIABLE, ACCURATE, OR COMPLETE. WE DISCLAIM ALL LIABILITY FOR DAMAGE THAT RESULTS FROM USE OF THE API INCLUDING, FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA. YOU MAY HAVE CERTAIN RIGHTS UNDER YOUR LOCAL LAW. NOTHING IN THESE API TERMS ARE INTENDED TO AFFECT THOSE RIGHTS, IF THEY ARE APPLICABLE.
  2. 2.
    Limitation of Liability. IF YOU HAVE ANY BASIS FOR RECOVERING DAMAGES (INCLUDING BREACH OF THESE API TERMS), YOU AGREE THAT YOUR EXCLUSIVE REMEDY IS TO RECOVER, FROM GOVTRIBE OR ANY AFFILIATES, RESELLERS, DISTRIBUTORS, SUPPLIERS (AND RESPECTIVE EMPLOYEES, SHAREHOLDERS, OR DIRECTORS) AND VENDORS, ONLY DIRECT DAMAGES UP TO USD $5.00 COLLECTIVELY. YOU CAN'T RECOVER ANY OTHER DAMAGES OR LOSSES, INCLUDING, WITHOUT LIMITATION, DIRECT, CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE OR OTHER LIABILITY WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, UNDER THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LIABILITY AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN THE EVENT THAT THE ABOVE IS NOT ENFORCEABLE, GOVTRIBE’S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO AMOUNTS PAID OR PAYABLE TO GOVTRIBE BY YOU FOR USE OF THE GOVTRIBE API IN THE MONTH PRECEDING THE CLAIM.
  3. 3.
    Indemnification. You agree to indemnify, defend and hold GovTribe, its employees, agents, consultants, subsidiaries, partners, affiliates, and licensors harmless against any and all claims by third parties and all costs, losses, damages, liabilities, judgments and expenses (including reasonable attorneys’ fees) incurred by GovTribe in connection with such claims (collectively, “Claims”) to the extent resulting from, alleged to have resulted from, or in connection with your breach of the obligations herein or infringement of GovTribe's or a third party's intellectual property. At GovTribe’s option, You will assume control of the defense and settlement of any Claim subject to indemnification by You (provided that, in such event, GovTribe may at any time thereafter elect to take over control of the defense and settlement of any such Claim, and in any event, You will not settle any such Claim without GovTribe’s prior written consent.
7. Confidentiality
You may be given access to certain non-public information, software, and specifications relating to the GovTribe API ("Confidential Information"), which is confidential and proprietary to GovTribe. You may use Confidential Information only as necessary in exercising your rights granted under these API Terms. You may not disclose any Confidential Information to any third party without GovTribe's prior written consent. You agree that you will protect any Confidential Information from unauthorized use, access, or disclosure in the same manner that you would use to protect your own confidential and proprietary information.
8. Feedback
If you give feedback about the GovTribe API to GovTribe, you give to GovTribe, without charge, the right to use, share and commercialize your feedback in any way and for any purpose. These rights survive these API Terms.
9. Term and Termination
a) Term. These Terms take effect on the date on which You access or use the GovTribe API. We may suspend or immediately terminate these API Terms, any rights granted herein, and/or your license to the GovTribe API, in our sole discretion at any time, for any reason. You may terminate these API Terms at any time by ceasing your access to the GovTribe API. Your rights to use the GovTribe API will automatically terminate if you cease use of the GovTribe software and services offered on GovTribe.com or violate the Terms of Use for the GovTribe software and services (located on govtribe.com).
b) Effect of Termination. Upon the termination of these API Terms, all licenses granted hereunder will terminate immediately. You will destroy all Your copies of GovTribe Content and Confidential Information within ten calendar days of termination and provide written proof of destruction to GovTribe upon request.
10. No Injunctive Relief
In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the GovTribe API, content or other material used or displayed through the current GovTribe website or successor site.
11. General Terms
a) Governing Law; Jurisdiction; Venue. This Agreement shall be governed by the laws of the State of Virginia. All actions, claims or disputes arising under or relating to this Agreement shall be brought in the federal or state courts in the State of Virginia.
b) Support. Because the GovTribe API are provided "as is," we may not provide support services for them. You are solely responsible for the quality of your Application and providing support for your Application.
c) Assignment and Delegation. You may not assign or delegate any rights or obligations under these API Terms, including in connection with a change of control. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under these API Terms, fully or partially without notice to you.
d) Reservation of Rights. All rights not expressly granted herein are reserved by GovTribe. You acknowledge that all intellectual property rights within the GovTribe API remain the property of GovTribe and nothing within these API Terms will act to transfer any of these intellectual property rights to you.
e) GovTribe and you are independent contractors. Nothing in this Agreement shall be construed as creating an employer-employee relationship, processor-subprocessor relationship, a partnership, or a joint venture between the parties.
f) No Waiver. Either party's failure to act with respect to a breach of these API Terms does not waive either party's right to act with respect to that breach or subsequent similar or other breaches.
g) Survival. Sections of these API Terms that, by their terms, require performance after the termination or expiration of these API Terms will survive, such as, for example, the rights and requirements of Section 7.Confidentiality.
h) Modifications. We may modify these API Terms at any time with or without individual notice to you. Any modifications will be effective upon your continued use of the GovTribe API.
i) Entire Agreement. These API Terms and any documents incorporated into these API Terms by reference, constitute the entire agreement between you and us regarding the GovTribe API and supersede all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of these API Terms. If any provision of these API Terms is found to be illegal, void, or unenforceable, the unenforceable provision will be modified to render it enforceable to the maximum extent possible.