Posted and Effective: October 23rd, 2014
1. License. Subject to these API Terms, You are granted a non-exclusive, non-transferable, non-sublicensable right to access and use the Services solely for the application set forth in any Order Form (“Application”).
2. Registration and API Key. To obtain access to the Services, you need to open an account by completing a registration form. When registering, You must provide accurate information, and must promptly update all registration information to keep it accurate, current and complete. If we approve your registration, which will be solely at our own discretion, You will be provided with a unique authorization credential (an “API Key”). You are solely responsible for all usage associated with your API Key. You agree that you will not share your API Key with any other party.
3. Restricted Uses. You will not (i) sell, resell, or lease the Services to any third party; (ii) reverse engineer, decompile or create derivative works of the Services, or attempt or assist anyone else to do so, unless this restriction is prohibited by law, (iii) access or attempt to access Services unless lawfully authorized to do so, (iv) use the Services to transmit or store any malicious code, (v) access the Services to create a competitive product or service, (vi) interfere with the integrity or performance of the Services, (vii) remove or alter any proprietary materials, trademarks from the Services, or (viii) use the Application to transmit any defamatory, unlawful, fraudulent or obscene materials. You agree that we may audit You and your facilities, during regular business hours and with reasonable notice, to assess compliance with these API Terms, and You agree to reasonably co-operate with any such audit.
4. Intellectual Property Rights and Publicity.
a. Proprietary Rights. You obtains no rights to any Intellectual Property Rights in the Services, or any other Quote Roller’s Intellectual Property Rights. “Intellectual Property Rights” means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other similar rights. We may, at our discretion and for any purpose, use, modify, and incorporate into the Services, any user feedback, comments, preferences, or use patterns without any obligation to You.
b. Publicity. You may publicly state that you use the Services, but You must not state or suggest that we endorse the Application. You must not use any trademarks of Quote Roller, Inc. without prior written approval from us. We may reference that You use the Services, and you grant us a right to use your name or logo on sales and marketing materials.
c. Confidentiality. You agree that all information relating to the Services which is not publicly published, including source code, documentation and product road map information constitutes “Confidential Information”. You agree that you will not use, or disclose to any third party, any Confidential Information except in connection with using the Services in accordance with these API Terms. You agree that any unauthorized disclosure, or threatened disclosure of Confidential Information would cause irreparable harm to us and that we would be entitled to see equitable relief.
5. Fees & Payment.
a. Fees. You shall pay for all fees set forth in any Order Form. Fees are non-refundable and non-cancellable except as required by law. We may suspend or terminate the Services if fees are past due. Unless there is a contracted fee for a set duration, we may revise Services rates by providing You at least 30 days notice prior to the next charge.
b. Taxes. You are responsible for all taxes. We will charge tax when required to do so. If You are required by law to withhold any taxes, You must provide us with an official tax receipt or other appropriate documentation.
c. Purchase Orders. If You require the use of a purchase order or purchase order number, You (i) must provide the purchase order number at the time of purchase and (ii) agree that any terms and conditions on a purchase order will not apply to these API Terms and are null and void.
6. Term and Termination.
a. Term. Unless earlier terminated in accordance with these API Terms, these API Terms shall terminate as specified in the applicable Order Form.
b. Termination for Breach. We may terminate these API Terms if: (i) You materially breach these API Terms; or (ii) You cease business operations or become subject to insolvency proceedings and the proceedings are not dismissed within 90 days; or (iii) your activity affects the security, privacy, or availability of the Services.
c. Effects of Termination. If this agreement terminates, the rights granted to You will cease immediately (except as set forth in this section). The following sections will survive expiration or termination: 4 (Intellectual Property Rights), 5 (Fees & Payment), 6 (Termination), 7 (Indemnification), 8 (Disclaimers), 9 (Limitation of Liability), and 10 (Miscellaneous).
7. Indemnification. You will indemnify, defend, and hold us harmless from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of any claim by a third party against us (including our affiliates, employees, shareholders and agents) regarding use of the Services in violation of these API Terms.
8. Disclaimers. THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, WE MAKE NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT.
9. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, WE WILL NOT BE LIABLE UNDER THIS AGREEMENT FOR (I) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR (II) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, OUR AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE AMOUNT PAID BY YOU TO US HEREUNDER DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
a. Entire Agreement. The Quote Roller, Inc. Terms of Service located at https://www.pandadoc.com/terms-of-use/ are incorporated into these API Terms. These API Terms, the Terms of Service, and any Order Form (together, the “Agreement”), constitute the entire agreement between You and us with respect to the subject matter of these API Terms, and supersedes and replaces any prior or contemporaneous understandings and agreements, whether written or oral. In the case of any conflict, the order of precedence shall be: the Order Form, the API Terms, and then the Terms of Service.
b. Modification. We may revise these API Terms from time to time and the most current version will always be posted at https://www.pandadoc.com/api-terms-of-use. You are responsible for checking such postings regularly. By continuing to access or use the Services after revisions become effective, You agree to be bound by the revised API Terms. If You do not agree to the revised API Terms, You must immediately terminate using the Services. We may also, without prior notice, update the Services from time to time, which may include adding, changing or eliminating features. If you are dissatisfied with any such modifications, your sole remedy is to terminate this Agreement.
d. Government Use. If You are a U.S. government entity, You acknowledge that any software or Services that are provided under these API Terms are “Commercial Items” as defined at 48 C.F.R. 2.101, and are being provided as commercial computer software subject to the restricted rights described in 48 C.F.R. 2.101 and 12.212.
e. Governing Law. This Agreement will be governed by California law except for its conflicts of laws principles. Any and all disputes under this Agreement shall be resolved in the federal or state courts located in San Francisco, CA, and You agree to such jurisdiction.
f. Severability. Unenforceable provisions will be modified to reflect the parties’ intention and only to the extent necessary to make them enforceable, and the remaining provisions of the Agreement will remain in full effect.
h. Waiver. A waiver of any default is not a waiver of any subsequent default.
i. Assignment. You may not assign or transfer this Agreement or any rights or obligations under this Agreement without our written consent, and any attempt to do so shall be null and void.
j. No Agency. You agree that You and Quote Roller, Inc. are not legal partners or agents, but are independent contractors.
k. Force Majeure. Except for payment obligations, neither We nor You will be liable for inadequate performance to the extent caused by a condition that was beyond the party’s reasonable control (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance).
l. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement. Without limiting this section, users of the Application are not third-party beneficiaries to your rights under this Agreement.