License
Updated:
August 7, 2020; Effective from August 7, 2020
THESE TERMS SHOULD BE READ CAREFULLY, AS THEY
AFFECT THE PARTIES‘ LEGAL RIGHTS BY, AMONG OTHER
THINGS, LIMITING 8×8’S LIABILITY AND PERMITING 8×8 TO CHANGE THESE TERMS.
This 8x8 API License Agreement (this "Agreement") governs the access to
and use of any application programming interface provided by 8x8, Inc. (“8x8”)
or any of its affiliates and subsidiaries (collectively with 8x8, "Company," "we," or "us") to you and, if you are accessing or using the API on
behalf of or for the benefit of your employer or other entity, such employer or
other entity (collectively, "you"
or "your"), except that in
the event that you have acquired such access to and use of the API pursuant to
a software development kit licensed to you by the Company subject to an 8x8
Software Development Kit License Agreement, your access to and use of the API
shall be governed by and subject to such 8x8 Software Development Kit License
Agreement. This is a legally binding
contract between you and 8x8.
BY ACCESSING OR USING THE API, OR BY OTHERWISE
INDICATING ACCEPTANCE OR AGREEMENT, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND
UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT,
POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT; (C) IF YOU ARE AGREEING TO
BE BOUND BY THE AGREEMENT ON BEHALF OF YOUR EMPLOYER OR OTHER ENTITY, YOU
REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO BIND YOUR EMPLOYER
OR SUCH ENTITY TO THE AGREEMENT; AND (D) ACCEPT THIS AGREEMENT AND AGREE THAT
YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT ACCEPT THESE TERMS OR DO NOT
HAVE THE REQUISITE AUTHORITY, YOU MAY NOT ACCESS OR USE THE API.
This Agreement does not govern use of the
Company Offerings. See the Service
Agreement, or terms and conditions, applicable to such Company Offerings.
(b)
"API Key" means the security key
Company makes available for you to access the API.
(d)
"Company Websites" means the
Company websites, including but not limited to those located at www.8x8.com
and developer.8x8.com.
(e)
"Documentation" means the associated
manuals and technical documentation described at the Company Websites or
otherwise made available to you by us from time to time in any format,
including print or electronic.
(f)
"Your Applications" means any applications developed by
you to interact with the API.
2.
License
Grant. Subject to and
conditioned on your compliance with all terms and conditions set forth in this
Agreement, we hereby grant you a limited, revocable, non-exclusive,
non-transferable, non-sublicensable license during the term of the Agreement to
use the API solely for your internal business purposes of developing Your
Applications that will communicate and interoperate with the Company Offerings and
enabling you and/or your end users to access or use the Company Offerings
through Your Application. You are
required to include 8x8’s copyright notices on Your Application. You may not
use Company’s name, logo or trademarks to market Your Application, unless
expressly agreed to in writing in advance by the Company. You acknowledge that there are no implied
licenses granted under this Agreement, and no licenses or immunities granted to
the combination of the API with any other software. We reserve all rights that
are not expressly granted. You may not use the API for any other purpose
without our prior written consent. Use, reproduction and distribution of
components of the API licensed under an open source software license (if so
included) are governed solely by the terms of that open source software license
and not this Agreement. You may use the API only in connection with the Company
Offerings for which they are made available, unless the Documentation for the
applicable API authorizes broader use.
3.
Use Restrictions. The
licenses granted in Section 2 (License Grant) are conditioned upon your
compliance with the following limitations. Except as expressly authorized under
this Agreement, you may not:
(a)
copy,
modify, or create derivative works of the API, in whole or in part;
(d)
remove
any proprietary notices from the API;
(h)
use
the API to replicate or attempt to replace the user experience of any Company
Offering;
(i)
use
the API to develop applications for other platforms or to develop another API;
(j)
attempt
to cloak or conceal your identity or the identity of Your Applications when
requesting authorization to use the API;
(k)
use
the API with any software or other materials that are subject to licenses or
restrictions (e.g. Viral Open Source Licenses) that, when combined with the API,
could require You or the Company to disclose, license, distribute, or otherwise
make all or any part of the API or Company Offerings available to anyone else. "Viral Open Source Licenses"
shall mean software licenses such as the GNU General Public License, the GNU
Lesser General Public License, or any other license terms that could require,
or condition your use, modification, or distribution of such software on, the
disclosure, distribution, or licensing of any other software in source code
form, for the purpose of making derivative works, or at no charge; or
(l)
apply
to patent any invention which is derived from or based on the API or
interconnection or interoperability between Your Application and the API and/or
the Company Offerings. In the event of a
breach of subsection (l) hereof, you hereby grant to Company a nonexclusive,
worldwide, royalty-free, perpetual, irrevocable, sublicensable, assignable
right and license to fully exercise all resulting patent rights and to allow
others to do so.
You will comply with all terms and conditions
of this Agreement, all applicable laws, rules, and regulations, and all guidelines,
standards, and requirements that may be posted on the Company Websites from
time to time. In addition, you will not use the API in connection with or to
promote any products, services, or materials that constitute, promote, or are
used primarily for the purpose of dealing in spyware, adware, or other
malicious programs or code, counterfeit goods, items subject to U.S. embargo,
unsolicited mass distribution of email ("spam"), multi-level
marketing proposals, hate materials, hacking, surveillance, interception, or
descrambling equipment, libelous, defamatory, obscene, pornographic, abusive,
or otherwise offensive content, stolen products, and items used for theft,
hazardous materials, or any illegal activities.
4.
Additional API Requirements.
Your use of the API may be subject to additional terms and conditions and the
Company may require you to obtain an API Key prior to accessing or using such
API. You must obtain such API Key
through the registration process available at the applicable Company Websites
to use and access the API. You (a) may not share your API Key with any third party,
(b) must keep your API Key and all log-in information secure, and (c) must use
the API Key as your sole means of accessing the API. Your API Key may be
revoked at any time by us in our sole and absolute discretion.
5.
Your Applications.
You agree to monitor the use of Your Applications for any activity that
violates applicable laws, rules, and regulations or any terms and conditions of
this Agreement, including any fraudulent, inappropriate, or potentially harmful
behavior, and promptly restrict any offending users of Your Applications from
further use of Your Applications. You agree to provide a resource for users of
Your Applications to report abuse of Your Applications. As between you and us,
you are responsible for all acts and omissions of your end users in connection
with Your Application and their use of the API, if any. You agree that you are
solely responsible for posting any privacy notices and obtaining any consents
from your end users required under applicable laws, rules, and regulations for their
use of Your Applications.
6.
No Support; Updates. This
Agreement does not entitle you to any support for the API. You acknowledge that
we may update or modify the API from time to time and at our sole discretion
(in each instance, an "Update"),
and may require you to obtain and use the most recent version of the API.
Updates may adversely affect how Your Applications communicate with the Company
Offering and/or API. You are required to make any changes to Your Applications
that are required for integration as a result of such Update at your sole cost
and expense. Your continued use of the API following an Update constitutes
binding acceptance of the Update.
7.
No Fees. You acknowledge and
agree that no license fees or other payments will be due under this Agreement
in exchange for the rights granted under this Agreement. You acknowledge and
agree that this fee arrangement is made in consideration of the mutual
covenants set forth in this agreement, including, without limitation, the
disclaimers, exclusions, and limitations of liability set forth herein.
Notwithstanding the foregoing, we reserve the right to start charging for
access to and use of the API at any time.
8.
Collection and Use of Your Information.
We may collect certain information through the API or the Company Offering
about you or any of your end users, employees, contractors, or agents,
including but not limited to use or installation of the API, versions
downloaded, debugging data and other usage information (collectively “Usage
Information”). By accessing, using, and providing information to or through the
API or the Company Offering, you consent to all actions taken by us with
respect to your information in compliance with the then-current version of our
privacy policy and data protection requirements, available at the Company
Websites, and you shall not block Company’s collection of such Usage
Information.
9.
Intellectual Property Ownership; Feedback.
You acknowledge that, as between you and us, (a) we and/or our licensors own
all right, title, and interest, including all Intellectual Property Rights, in
and to the API and the Company Offering and (b) you own all right, title, and
interest, including all Intellectual Property Rights, in and to Your
Applications, excluding the aforementioned rights in Section 9(a). "Intellectual
Property Rights" means any and all rights under patent law, copyright
law, trade secret law, trademark law, and any and all other proprietary rights.
You will use commercially reasonable efforts to safeguard the API (including
all copies thereof) from infringement, misappropriation, theft, misuse, or
unauthorized access. You will promptly notify us if you become aware of any
infringement of any Intellectual Property Rights in the API and will fully cooperate
with us, in any legal action taken by us to enforce our Intellectual Property Rights.
If you or any of your employees, contractors, and agents sends or transmits any
communications or materials to us suggesting or recommending changes to the API
or the Company Offering, including without limitation, new features or
functionality relating thereto, or any comments, questions, suggestions, or the
like ("Feedback"), all
such Feedback is and will be treated as non-confidential. You hereby assign to
us on your behalf, and on behalf of your employees, contractors, and agents,
all right, title, and interest in, and we are free to use, without any
attribution or compensation to you or any third party, any ideas, know-how,
concepts, techniques, or other Intellectual Property Rights contained in the
Feedback, for any purpose whatsoever, although we are not required to use any
Feedback.
10.
Disclaimer of Warranties.
THE API AND ANY INFORMATION PROVIDED THROUGH ANY API ARE PROVIDED "AS
IS" AND COMPANY SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS,
IMPLIED, STATUTORY, OR OTHERWISE. COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND
NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR
TRADE PRACTICE. COMPANY MAKES NO WARRANTY OF ANY KIND THAT THE API AND ANY
INFORMATION PROVIDED THROUGH ANY API, OR ANY PRODUCTS OR RESULTS OF THE USE
THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT
INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF
YOUR OR ANY THIRD PARTY'S SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE,
ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR
DEFECTS CAN OR WILL BE CORRECTED.
11.
Indemnification. You
agree to indemnify, defend, and hold harmless Company and its officers,
directors, employees, agents, affiliates, successors, and assigns from and
against any and all losses, damages, liabilities, deficiencies, claims,
actions, judgments, settlements, interest, awards, penalties, fines, costs, or
expenses of whatever kind, including reasonable attorneys' fees, arising from
or relating to (a) your use or misuse of the API, (b) your breach of this
Agreement, and (c) Your Applications, including any end user's use thereof. In
the event we seek indemnification or defense from you under this provision, we
will promptly notify you in writing of the claim(s) brought against us for
which we seek indemnification or defense. We reserve the right, at our option
and in our sole discretion, to assume full control of the defense of claims
with legal counsel of our choice. You may not enter into any third-party
agreement that would, in any manner whatsoever, constitute an admission of
fault by us or bind us in any manner, without our prior written consent. In the
event we assume control of the defense of such claim, we will not settle any
such claim requiring payment from you without your prior written approval.
12.
Limitations of Liability.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE BE
LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE,
STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR (a) ANY LOST PROFITS,
LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF
BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF
ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE API OR ANY INFORMATION
PROVIDED THROUGH ANY API; OR (b) ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF
FIFTY DOLLARS EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR
DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR COMPANY WAS
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CLAIM YOU MAY HAVE ARISING OUT
OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE YEAR AFTER THE
OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.
13.
Term and Termination.
The term of this Agreement commences when you access the API and will continue
in effect until terminated as set forth in this Section 13 (Term and
Termination). We may immediately terminate or suspend this Agreement, any
rights granted herein, and/or your licenses under this Agreement, in our sole
discretion at any time and for any reason, by providing notice to you or
revoking access to the API. In addition, this Agreement will terminate
immediately and automatically without any notice if you violate any of the
terms and conditions of this Agreement. You may terminate this Agreement at any
time by ceasing your access to and use of the API. Upon termination of this
Agreement for any reason all licenses and rights granted to you under this
Agreement will also terminate and you must cease using, destroy, and
permanently erase from all devices and systems you directly or indirectly
control all copies of the API. Any terms that by their nature are intended to
continue beyond the termination or expiration of this Agreement will survive
termination. Termination will not limit any of Company's rights or remedies at
law or in equity.
14.
Confidentiality. During the term of this Agreement and for a
period of at least three (3) years thereafter, you shall keep the API and all Documentation
and other related information (the “Confidential Information”)
confidential and you agree (a) not to make any disclosure of Confidential
Information to any third party except with the Company’s prior written consent;
(b) not to use Confidential Information except for the purpose expressly contemplated
by this Agreement; and (c) to protect Confidential Information with the same
degree of care as you use to protect your own Confidential Information against
public disclosure, and in any event no less than reasonable care. The
obligations set forth in Section 14 shall not apply to any Confidential
Information (i) that the Company releases to the
general public or that otherwise enters the public domain through no fault of yours
or (ii) that is required to be disclosed pursuant to a subpoena, court order or
other lawful process.
15.
Equitable Relief. You acknowledge that your breach of this
Agreement may cause the Company irreparable harm, for which an award of damages
would not be adequate compensation and, in the event of such a breach or
threatened breach, the Company will be entitled to equitable relief, including
in the form of a restraining order, orders for preliminary or permanent
injunction, specific performance, and any other relief that may be available
from any court, and you hereby waive any requirement for the securing or
posting of any bond or the showing of actual monetary damages in connection
with such relief. These remedies are not exclusive but are in addition to all
other remedies available under this Agreement at law or in equity, subject to
any express exclusions or limitations in this Agreement to the contrary.
16.
Export Regulation. The
API may be subject to US export control laws, including the Export Control
Reform Act and its associated regulations. You will not, directly or
indirectly, export, re-export, or release the API to, or make the API
accessible from, any jurisdiction or country to which export, re-export, or
release is prohibited by law, rule, or regulation. You will comply with all
applicable federal laws, regulations, and rules, and complete all required
undertakings (including obtaining any necessary export license or other
governmental approval), prior to exporting, re-exporting, releasing, or
otherwise making the API available outside the US. You may not access
or use the API and may not accept the Agreement if you are a person barred from
accessing or using the API under the laws of the United States or other
countries, including the country in which you are resident or from which you
access, or use the API.
17.
Modifications. You
acknowledge and agree that we have the right, in our sole discretion, to modify
this Agreement from time to time. You will be notified of modifications through
notifications or posts on the Company Websites. You will be responsible for
reviewing and becoming familiar with any such modifications.
18.
Governing Law and Jurisdiction.
The Agreement shall be governed by and construed in accordance with the laws of
the State of California, without regard to its choice or conflicts of law
rules. The parties agree to submit to the exclusive jurisdiction of the state
and federal courts within Santa Clara County, California, and waive any objection
as to venue or inconvenient forum in such courts.
19.
Miscellaneous. This
Agreement constitutes the entire agreement and understanding between the
parties hereto with respect to the subject matter hereof and supersedes all
prior and contemporaneous understandings, agreements, representations, and
warranties, both written and oral, with respect to such subject matter. Any
notices to us relating to the subject matter of this Agreement must be sent to [email protected].
Notwithstanding the foregoing, you hereby consent to receiving electronic
communications from us. These electronic communications may include notices
about applicable fees and charges, transactional information, and other
information concerning or related to the API. You agree that any notices,
agreements, disclosures, or other communications that we send to you
electronically will satisfy any legal communication requirements, including
that such communications be in writing. The invalidity, illegality, or
unenforceability of any provision herein does not affect any other provision
herein or the validity, legality, or enforceability of such provision in any
other jurisdiction. Any failure to act by us with respect to a breach of this
Agreement by you or others does not constitute a waiver and will not limit our
rights with respect to such breach or any subsequent breaches. This Agreement
is personal to you and may not be assigned or transferred for any reason
whatsoever without our prior written consent and any action or conduct in
violation of the foregoing will be void and without effect. We expressly
reserve the right to assign this Agreement and to delegate any of its
obligations hereunder.