APPLICATION DEVELOPER AND API AGREEMENT
Last Updated: 12th Nov 2018
Applications mean web or other software services or applications developed by Licensee that utilize or interact with the API and are authorized to be Published pursuant to this Agreement.
End-user means any individual or entity using the Service through the Licensee's Applications.
Intellectual Property Rights means all rights, title and interest in and to patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights.
Marks mean the 'AfterShip' trademarks and AfterShip's other product and service names, trademarks, service marks, branding and logos made available for use in connection with the API pursuant to the API Agreement.
Publish/Published/Publishing means the making available of any Application to any End-user or for any purpose other than for use by Licensee as a User for Internal Use.
Service means any and all services provided by AfterShip to Licensee including but not limited to the use and access to the Site, AfterShip Tracking, Postmen, AfterShip Returns Center and connected tools such as Software, API and any Documentation.
Service Data means electronic data, text, messages, communications or other materials submitted to and stored within a Service by You, Agents and End-Users which may include, without limitation, Personal Data.
2. PURPOSE AND LICENSE
2.3 Licensee further grants to AfterShip 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 AfterShip 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 AfterShip.
3. RIGHTS, 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"). Licensee may not share its Token with any third party, shall keep such Token and all Token information secure, and shall use the Token as Licensee's sole means of accessing the API.
3.4 Licensee's Applications shall not substantially replicate the API. 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 in order to monitor the availability, performance, or functionality of any of the API or for any similar benchmarking purposes.
3.5 Licensee acknowledges that Licensee is solely responsible, and that AfterShip 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.
3.6 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.
3.7 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.
4. REPRESENTATIONS, WARRANTIES AND COVENANTS
4.2 Licensee represents, warrants and covenants that (a) its Applications, the use of such Applications by its users, and the activities with respect to such Applications undertaken by AfterShip 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 API, any Service Data, or other data stored or transmitted using the API; (d) its Applications are not designed to or utilized for the purpose of spamming any Users, Agents or End-Users; and (e) it has all right, power and authority to grant the licenses granted to AfterShip 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 Apps by End-users. 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.
4.4 Mandatory Service Terms:
(i) The Licensee is the licensor of the Application and AfterShip is not a party to the App Terms of Service.
(ii) End-user may not modify, reverse engineer, decompile or disassemble the Application in whole or in part, or create any derivative works from or sublicense any rights in the Application.
(iii) the Licensee shall maintain all rights, title and interest in and to all its respective patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights (collectively, "IP Rights"). The rights granted to End-user to use the Application under these App Terms of Service do not convey any additional rights in the Application or Licensee Service, or in any IP Rights associated therewith. Subject only to limited rights to access and use the Application as expressly stated herein, all rights, title and interest in and to the Application and all hardware, software and other components of or used to provide the Application, including all related IP Rights, will remain with and belong exclusively to the Licensee.