Last Revised: January 3, 2021
As used in this Agreement, the following defined terms shall apply:
1.1. Application means any software application, product, service, tool or website that you develop, own or operate to interact with the HBP APIs.
1.2. HBP means the providing HBP entity.
1.3. HBP APIs means any form of application programming interface that HBP makes available, including all associated tools, elements, components, executables, test instances or environments, and any related documentation or sample code that HBP makes available to help enable your access.
1.4. HBP Marks means any name, logo or mark belonging to HBP and/or its subsidiaries and affiliates.
1.5. Confidential Information means any information of or relating to HBP that becomes known to you through disclosure, observation or otherwise, and that either is designated as confidential by HBP, by its nature would be generally deemed to be confidential information, or that is not generally known or readily ascertainable to the public, including without limitation nonpublic information regarding the HBP APIs, the Products or HBP applications, products, data, ideas, inventions, features, software, techniques, technology, trade secrets, and business and financial information.
1.6. Products means HBP products or HBP software-as-a-service offerings, whether generally available or otherwise, including any components provided with them, and updates.
2. LICENSES AND RESTRICTIONS
2.1. API License. Subject to the terms and conditions of this Agreement, HBP grants you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the HBP APIs (i) to develop, test and support your Application, and (ii) to enable end users of your Application to connect to and communicate with the applicable Products. Your use, through your Application or otherwise, of the Products through the HBP APIs is also subject to the terms of HBP’s End-User Services Agreement (“EUSA”), End-User License Agreement (“EULA”) or other license, as applicable, as amended from time to time.
2.2. HBP Marks License. Subject to the terms and conditions of this Agreement, HBP grants you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to display the applicable HBP Marks as permitted by the HBP Trademark & Copyright Guidelines, and solely as necessary to enable end users of your Application to connect to and communicate with the applicable Products in furtherance of the license granted in Section 2.1.
2.3. Accounts. To access portions of the HBP APIs or certain resources, you may be asked to provide certain registration details or other information. All information you provide must be correct, current and complete. You are solely responsible to us for all activities identified with your access and registration. HBP has the absolute right to disable any user account or password, at any time, for any reason, including, if in our sole discretion we believe that you have failed to comply with any provision of this Agreement.
2.4. Competition. You shall not access and/or use the HBP APIs directly or indirectly for competitive benchmarking or other competitive analysis, unless permitted under applicable law.
2.5. Developer Documentation. Your use of the HBP APIs shall comply with any technical or other documentation provided as part of the HBP APIs, all of which is expressly incorporated into this Agreement by reference.
2.7. Feedback. You grant HBP and its subsidiaries and affiliates a royalty-free and irrevocable perpetual license to use and create derivative works based on any feedback, comments, functionality, code, features, enhancement requests, recommendations, or suggestions that you provide relating to the HBP APIs. You further agree that HBP may freely use, modify, distribute, or commercialize such submissions without any payment or obligation to you.
2.8. Illegal or Harmful Purposes. You shall not access and/or use the HBP APIs for fraudulent or illegal purposes, or for any other purpose that may be harmful (in HBP’s sole discretion) to HBP, its Products or any end user, or to otherwise communicate any message or material that is deemed harassing, threatening, indecent, obscene, slanderous or otherwise unlawful.
2.9. Independent Development. You understand and acknowledge that HBP may from time to time independently create applications, products or services that are similar to or competitive with your applications, products or services, and nothing in this Agreement shall be construed as restricting or preventing HBP from creating and fully exploiting such applications, products or services, without any obligation to you.
2.10. Misrepresentation and Masking Identity. You shall not misrepresent or mask your identity when using the HBP APIs.
2.11. Notices. You shall not remove any legal, copyright, trademark or other proprietary rights notices contained in or on materials to you receive pursuant to this Agreement, including but not limited to the HBP APIs and the HBP Marks.
2.12. Promotional and Marketing Use. You agree that HBP may use screenshots or other content from your Application for promotional and marketing purposes and grant HBP all rights related to this use.
2.13. Representations. Neither you nor your employees or representatives shall make any representations with respect to HBP, the Products or this Agreement, or display the HBP Marks in a manner that could reasonably imply an endorsement, relationship or affiliation with or sponsorship between you or a third party and HBP.
2.14. Resale and Commercial Use. Unless otherwise authorized, you shall not market, offer to sell, sell and/or otherwise resell the HBP APIs or the Products to any third party. In addition, HBP would like to know if you intend to use the HBP APIs or Products for commercial purposes; if that is the case, notify HBP of your intent by emailing email@example.com.
2.15. Reverse Engineering. Except to the extent permitted by law, you may not modify, distribute, prepare derivative works of, reverse engineer, reverse assemble, disassemble, decompile or otherwise attempt to decipher any code used in the HBP APIs, the Products and/or any other aspect of HBP technology.
2.16. Security. You shall properly configure your networks, operating systems and the software of your computer systems to generally accepted Internet industry standards as required to securely access and use the HBP APIs.
2.18. Test Instances. HBP may offer test instances or environments, trials, or demos (collectively, “Test Instances”) as part of the HBP APIs, and you may use these Test Instances solely to develop and test your Application, subject to the other terms of this Agreement. These Test Instances are designed for short-term, temporary use and may be reset at any time. You should not upload data or content to the Test Instances that is sensitive or confidential, or that you do not have intellectual property rights to use and upload.
2.19. Usage. You shall not access and/or use the HBP APIs in a manner that exceeds a reasonable request volume or constitutes excessive or abusive usage, overburdens, impairs or materially disrupts the networks, security systems, Products and/or websites of HBP, or interferes with another party’s use of the Products. In the event of any violation of this Section 2.19, as determined by HBP in its sole discretion, HBP reserves the right to limit, suspend or block your use of the HBP APIs at its discretion. HBP may set such usage limitations from time to time as it deems appropriate in its sole discretion.
3. PROPRIETARY RIGHTS
HBP and/or its licensors own and retain all title and ownership of all intellectual property rights, including but not limited to copyrights, in and to the HBP APIs, the HBP Marks and the Products. No other rights are granted hereunder to you except as expressly set forth in this Agreement. All use by you of the HBP Marks (including any associated goodwill) shall inure to the benefit of HBP. You agree to take such actions as HBP may reasonably request to effect, perfect or confirm HBP’s rights to the HBP APIs, the HBP Marks and the Products.
HBP may modify this Agreement in its sole discretion at any time (with or without notice to you). The most current version of the Agreement can be reviewed by visiting this website and will supersede all previous versions. By accessing or using the HBP APIs, you agree to be bound to the most current version of this Agreement. HBP may also, in its sole discretion and at any time (with or without notice to you), change, suspend or discontinue the HBP APIs. Such changes may include, without limitation, removing or limiting access to specific APIs, requiring fees or setting and enforcing limits on your use of additions to the HBP APIs. We may also impose limits on certain features and services or restrict your access to some or all of the HBP APIs. We may release subsequent versions of the HBP APIs and require that you use those subsequent versions, at your sole cost and expense.
5. TERM AND TERMINATION
5.1. Term. This Agreement will be effective during your use of the HBP APIs.
5.2. Termination. HBP may, in its sole discretion and at any time, suspend or terminate your rights under this Agreement to access or use the HBP APIs or display the HBP Marks, including by terminating access to the HBP APIs with or without any prior notice. You may terminate this Agreement for any reason or no reason, with or without notice to HBP, by ceasing all access and use of the HBP APIs. Any termination of this Agreement will also immediately terminate the licenses granted to you. Upon termination of this Agreement, you will immediately discontinue all access and use of the HBP APIs, delete any cached or stored content that was permitted by the cache header and otherwise cease to display the HBP Marks. Neither party shall be liable for any damages resulting from a termination of this Agreement in accordance with this Section; provided, however, the termination of this Agreement shall not affect any claim arising prior to such termination. Sections 3 and 5 through 10 shall survive termination.
Unless expressly authorized in writing by HBP, you shall not disclose to any third party any Confidential Information of HBP, nor use such Confidential Information in any manner other than to perform your obligations under this Agreement. The foregoing restrictions do not apply to any information that (i) is publicly disclosed through no fault of your own, (ii) is already lawfully in your possession and not subject to a confidentiality obligation to HBP, (iii) becomes known to you from a third party having an apparent bona fide right to disclose the information, or (iv) is Confidential Information that you are obligated to produce pursuant to an order of a court of competent jurisdiction or a valid administrative subpoena, provided you supply HBP with timely notice of such court order or subpoena. Furthermore, you will keep in confidence all passwords, keys, or other access information related to the HBP APIs.
You hereby warrant to HBP that you have all necessary authority to enter into and perform your obligations under this Agreement without the consent of any third party or breach of any contract or agreement with any third party, and that the use by others of your applications, products or services shall not violate the rights of any third party (e.g., copyright, patent, trademark or other proprietary rights) or any applicable law or regulation. YOU HEREBY ACKNOWLEDGE AND AGREE THAT THE HBP APIs ARE PROVIDED BY HBP ON AN “AS IS” BASIS, AND YOUR ACCESS TO AND/OR USE OF THE HBP APIs IS AT YOUR SOLE RISK. TO THE EXTENT PERMITTED BY APPLICABLE LAW, HBP EXPRESSLY DISCLAIMS AND YOU RECEIVE NO WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY, SATISFACTORY QUALITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. HBP MAKES NO WARRANTY THAT ANY OF THE HBP APIs WILL MEET YOUR REQUIREMENTS OR THAT YOUR USE OF THE HBP APIs WILL BE UNINTERRUPTED, TIMELY OR ERROR-FREE; NOR DOES HBP MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE HBP APIs OR THAT ANY DEFECTS IN EITHER WILL BE CORRECTED. HBP SHALL NOT HAVE ANY OBLIGATION TO SUPPORT OR MAINTAIN THE HBP APIs. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM HBP OR THROUGH THE HBP APIs SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. Some jurisdictions do not allow the exclusion of certain warranties and conditions, so some of the above exclusions may not apply to you.
8. LIMITATION ON LIABILITY
IN NO EVENT SHALL HBP BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL LOSS, EXEMPLARY OR OTHER DAMAGES RELATED TO THIS AGREEMENT OR WHETHER DIRECT OR INDIRECT: (i) LOSS OF DATA, (ii) LOSS OF INCOME, (iii) LOSS OF OPPORTUNITY, (iv) LOST PROFITS, AND (v) COSTS OF RECOVERY OR ANY OTHER DAMAGES, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, AND INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE, AND WHETHER OR NOT HBP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT PERMITTED BY APPLICABLE LAW, HBP LIABILITY HEREUNDER IS LIMITED TO $50.00. SOME JURISDICTIONS DO NOT ALLOW LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. ANY CLAIM ARISING OUT OF THIS AGREEMENT MUST BE BROUGHT BY YOU WITHIN ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM; IF SUCH A CLAIM IS NOT BROUGHT WITHIN SUCH PERIOD, THEN THAT CLAIM IS PERMANENTLY BARRED.
You agree to hold harmless and indemnify HBP, it subsidiaries and its affiliates, and their respective directors, officers, agents, employees, consultants, agents and partners, from and against any third party claim arising from or in any way related to your use of the HBP APIs, any violation of this Agreement by you, or any other actions related to your use of the HBP APIs or HBP Marks including any liability or expense arising from claims, losses, damages (actual or consequential), suits, judgments, litigation costs and reasonable attorneys’ fees, of every kind and nature.
10. ADDITIONAL TERMS
10.1. Assignment. You may not assign your rights or delegate your duties under this Agreement either in whole or in part, by operation of law or otherwise and any such attempted assignment or delegation shall be void.
10.2. Severability. You may not take a part of the API data and then alter it and then publish it stating it is in it's original form.
10.3. Compliance with Laws. Both parties agree to comply with all applicable local, state, national and foreign laws, rules, and regulations, including, but not limited to, all applicable export and import laws and regulations, in connection with their performance, access and/or use of the HBP APIs under this Agreement. Notwithstanding the preceding sentence, HBP does not guarantee that the HBP APIs shall be appropriate and/or available for use in any particular location and you are responsible for compliance with local laws to the extent applicable.
10.4. Conflict. In the event of any conflict between the content of this Agreement and the documents incorporated by reference, this Agreement shall control with respect to your use of the HBP APIs.
10.5. Captions and Headings. Captions and headings are used herein for convenience only, are not a part of this Agreement, and shall not be used in interpreting or construing this Agreement.
10.6. Entire Agreement. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements and understandings with respect to the same. No waiver or amendment of any term or condition of this Agreement shall be valid or binding on either party unless agreed to in writing by both parties.
10.7. Force Majeure. Neither party will be responsible for any delay, interruption or other failure to perform under this Agreement due to acts beyond its reasonable control, but only for so long as such conditions persist. Force majeure events include, but are not limited to: natural disasters (e.g., lightning, earthquakes, hurricanes, floods); wars, riots, terrorist activities, and civil commotions; activities of local exchange carriers, telephone carriers, wireless carriers, Internet service providers, and other third parties; explosions and fires; embargoes, strikes, and labor disputes; governmental decrees; and any other cause beyond the reasonable control of a party.
10.8. High-Risk Use. You hereby acknowledge that the HBP APIs are not designed or intended for access and/or use in or during high-risk activities including, but not limited to: medical procedures; online control of aircraft, air traffic, aircraft navigation or aircraft communications; or the design, construction, operation or maintenance of any nuclear facility. HBP hereby expressly disclaims any express or implied warranty of fitness for such purposes. HBP makes no representations that the HBP APIs satisfy the requirements of the Health Insurance Portability and Accountability Act, as amended, regarding the processing of protected health information.
10.9. Notice. HBP may provide you with notice via email, regular mail or postings on the HBP website and you agree to receive such communications.
10.10. No Third Party Beneficiaries. No person or entity not a party to this Agreement will be deemed to be a third party beneficiary of this Agreement or any provision hereof.
10.11. No Waiver. The failure of either party in any one or more instance(s) to insist upon strict performance of any of the terms of this Agreement will not be construed as a waiver or relinquishment of the right to assert or rely upon any such term(s) on any future occasion(s).
10.13. Relationship of the Parties. You and HBP are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
10.14. Remedies. You acknowledge that your breach of this Agreement may cause irreparable harm to HBP, the extent of which would be difficult to ascertain. Accordingly, you agree that, in addition to any other remedies to which HBP may be legally entitled, HBP shall have the right to seek immediately injunctive relieve in the event of a breach of this Agreement by you or by any of your officers, employees, consultants or other agents.
10.15. Severability. If any provision of this Agreement is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from this Agreement and the other provisions shall remain in full force and effect and the parties agree to comply with the remaining terms of this Agreement in a manner consistent with the original intent of the Agreement.
10.16. Third Party Services. You are responsible for any third party services or software that you use or access with any of the Products, and acknowledge that you are governed by their respective license(s). HBP will have no obligations or liability for any third party services or software.