API Developer AgreementPrimary Website: www.powertoolsafe.com
This API Developer Agreement (hereinafter called the "Agreement") is provided by the following organization, hereinafter referred to as "Company": PowerTool Safe Inc. Our primary website is located at the address listed above. The Agreement is a legal document between you and the Company that describes the relationship we are entering into. This Agreement covers your responsibilities as a third party developer and our responsibilities to you. Please ensure you read and understand the entirety of this document, as well as have a lawyer's assistance if you desire, because each of the terms of this Agreement are important to our working relationship.
- The parties referred to in this Agreement shall be defined as follows:
- a) Company, Us, We: As we describe above, we'll be referred to as the Company. Us, we, our, ours and other first-person pronouns will also refer to the Company, as well as all employees or legal agents of the Company.
- b) You, the Developer: You will be referred to as the "Developer." You'll also be referred to throughout this Agreement with second-person pronouns such as You, Your, or Yours.
- c) Parties: Collectively, the parties to this Agreement (the Company and You) will be referred to as "Parties" or individually as "Party."
- d) API: The Application Programming Interface we've set up for our developers as described in this Agreement.
- e) Website: The primary website we've noted above will be referred to as Website.
2) ASSENT & ACCEPTANCE
By submitting an account with our developer program, you warrant that you have read and reviewed this Agreement and that you agree to be bound by it. If you do not agree to be bound by this Agreement, please leave the website immediately and do not submit an application to our Developer Program. This Agreement specifically incorporates by reference any Terms of Conditions, Privacy Policies, End-User License Agreements, or other legal documents which we may have on our website.
You must be at least 18 (eighteen) years of age to join our Developer Program or use this Website. By submitting an application to our Developer Program, you represent and warrant that you are at least 18 years of age and may legally agree to this Agreement. The Company assumes no responsibility or liability for any misrepresentation of your age.
You must be a United States based entity.
4) PROGRAM SIGN-UP
In order to sign up for our Developer Program, you will first be asked to create a developer account. You will be given immediate access to the API via your developer keys. We will review your account and verify your suitability. We reserve the right to limit or deny access to the API based on our review.
This Agreement does not create an exclusive relationship between you and us. This agreement imposes no restrictions on us to work with any individual or company we may choose.
6) SPECIFIC TERMS APPLICABLE
You may utilize the API to create customer accounts on our website and add data on behalf of those customers. You must first obtain consent from the customer to create the account on their behalf and maintain a record that they have "opted-in" for the service. You may not enter data via API for customers that have not given their consent or where the consent has been withdrawn.
You may only submit genuine data to the production version of the API. You may not submit fake, test, or otherwise made up data submissions to the production version of the API.
You may submit any sort of data to the test version of the API, but only for the purposes of learning how the API works, integrating your systems with the API, and validating its operation.
You may not utilize the API for the purposes of downloading, scraping, or otherwise extracting the data in our system other than to support the integration of your systems with the API.
7) TERM, TERMINATION & SUSPENSION
The term of this Agreement will begin when we accept you into the Developer Program. It can be terminated by either Party at any time with or without cause.
If you fail to follow the terms of this Agreement or any other legal terms we have posted anywhere on our website or websites, you forfeit all rights.
We specifically reserve the right to terminate this Agreement if you violate any of the terms outlined herein, including, but not limited to, violating the intellectual property rights of the Company or a third party, failing to comply with applicable laws or other legal obligations, and/or publishing or distributing illegal material.
At the termination of this Agreement, any provisions that would be expected to survive termination by their nature shall remain in full force and effect.
8) INTELLECTUAL PROPERTY
You agree that the intellectual property owned by the Company includes all copyrights, trademarks, trade secrets, patents, and other intellectual property belonging to the Company ("Company IP").
Subject to the limitations listed below, we hereby grant you a non-exclusive, non-transferable, revocable license to access our API and use the Company IP solely and exclusively for the integration of your systems with the API. You may not modify the Company IP in any way and you are only permitted to use the Company IP if you are an Developer in good standing with us.
We may revoke this license at any time and if we find that you are using the Company IP in any manner not contemplated by this Agreement, we reserve the right to terminate this Agreement.
Other than as provided herein, you are not permitted to use any of the Company IP or any confusingly similar variation of the Company IP without our express prior written permission. This includes a restriction on using the Company IP in any domain or website name, in any keywords or advertising, in any metatags or code, or in any way that is likely to cause consumer confusion.
Please be advised that your unauthorized use of any Company IP shall constitute unlawful infringement and we reserve all of our rights, including the right to pursue an infringement suit against you in federal court. You may be obligated to pay monetary damages or legal fees and costs.
You hereby provide us a non-exclusive license to use your name, trademarks and servicemarks if applicable and other business intellectual property to advertise our website and services.
9) MODIFICATION & VARIATION
The Company may, from time to time and at any time, modify this Agreement. You agree that the Company has the right to modify this Agreement or revise anything contained herein. You further agree that all modifications to this Agreement are in full force and effect immediately upon posting on the Website and that modifications or variations will replace any prior version of this Agreement, unless prior versions are specifically referred to or incorporated into the latest modification or variation of this Agreement. If we update or replace the terms of this Agreement, we will let you know via electronic means, which may include an email. If you don't agree to the update or replacement, you can choose to terminate this Agreement as described below.
- a) To the extent any part or subpart of this Agreement is held ineffective or invalid by any court of law, you agree that the prior, effective version of this Agreement shall be considered enforceable and valid to the fullest extent.
- b) You agree to routinely monitor this Agreement and refer to the Effective Date posted at the top of this Agreement to note modifications or variations. You further agree to clear your cache when doing so to avoid accessing a prior version of this Agreement.
10) RELATIONSHIP OF THE PARTIES
Nothing contained within this Agreement shall be construed to form any partnership, joint venture, agency, franchise, or employment relationship.
11) REVERSE ENGINEERING & SECURITY
You agree not to undertake any of the following actions:
- a) Reverse engineer, or attempt to reverse engineer or disassemble any code or software from or on any of our websites or services;
- b) Violate the security of any of our websites or services through any unauthorized access, circumvention of encryption or other security tools, data mining or interference to any host, user or network.
12) DATA LOSS
The Company does not accept responsibility for the security of your account or content. You agree that your participation in the Developer Program is at your own risk.
You agree to defend and indemnify the Company and any of its agents (if applicable) and hold us harmless against any and all legal claims and demands, including reasonable attorney's fees, which may arise from or relate to your use or misuse of the Developer Program, your breach of this Agreement, or your conduct or actions. You agree that the Company shall be able to select its own legal counsel and may participate in its own defense, if the Company wishes.
14) SPAM POLICY
You are strictly prohibited from using the Developer Program for illegal spam activities, including gathering email addresses and personal information from others or sending any mass commercial emails.
15) ENTIRE AGREEMENT
This Agreement constitutes the entire understanding between the Parties with respect to the Developer Program. This Agreement supersedes and replaces all prior or contemporaneous agreements or understandings, written or oral.
16) SERVICE INTERRUPTIONS
The Company may need to interrupt your access to the Developer Program to perform maintenance or emergency services on a scheduled or unscheduled basis. You agree that your access may be affected by unanticipated or unscheduled downtime, for any reason, but that the Company shall have no liability for any damage or loss caused as a result of such downtime.
17) NO WARRANTIES
You agree that your use of the Developer Program is at your sole and exclusive risk and that any services provided by us are on an "As Is" basis. The Company hereby expressly disclaims any and all express or implied warranties of any kind, including, but not limited to the implied warranty of fitness for a particular purpose and the implied warranty of merchantability. The Company makes no warranties that the Developer Program will meet your needs or that it will be uninterrupted, error-free, or secure. The Company also makes no warranties as to the reliability or accuracy of any information. You agree that any damage that may occur to you, through your computer system, or as a result of loss of your data from your use of the Developer Program is your sole responsibility and that the Company is not liable for any such damage or loss.
18) LIMITATION ON LIABILITY
The Company is not liable for any damages that may occur to you as a result of your participation in the Developer Program, to the fullest extent permitted by law. The maximum liability of the Company arising from or relating to this Agreement is limited to one hundred ($100) US Dollars. This section applies to any and all claims by you, including, but not limited to, lost profits or revenues, consequential or punitive damages, negligence, strict liability, fraud, or torts of any kind.
19) GENERAL PROVISIONS:
- A) LANGUAGE: All communications made or notices given pursuant to this Agreement shall be in the English language.
- B) JURISDICTION, VENUE & CHOICE OF LAW: Through your participation in the Developer Program, you agree that Montana shall govern any matter or dispute relating to or arising out of this Agreement, as well as any dispute of any kind that may arise between you and the Company, with the exception of its conflict of law provisions. In case any litigation specifically permitted under this Agreement is initiated, the Parties agree to submit to the personal jurisdiction of the state and federal courts of the following county: Gallatin, Montana. The Parties agree that this choice of law, venue, and jurisdiction provision is not permissive, but rather mandatory in nature. You hereby waive the right to any objection of venue, including assertion of the doctrine of forum non conveniens or similar doctrine.
- C) ARBITRATION: In case of a dispute between the Parties relating to or arising out of this Agreement, the Parties shall first attempt to resolve the dispute personally and in good faith. If these personal resolution attempts fail, the Parties shall then submit the dispute to binding arbitration. The arbitration shall be conducted in the following county: Gallatin. The arbitration shall be conducted by a single arbitrator, and such arbitrator shall have no authority to add Parties, vary the provisions of this Agreement, award punitive damages, or certify a class. The arbitrator shall be bound by applicable and governing Federal law as well as the law of Montana. Each Party shall pay their own costs and fees. Claims necessitating arbitration under this section include, but are not limited to: contract claims, tort claims, claims based on Federal and state law, and claims based on local laws, ordinances, statutes or regulations. Intellectual property claims by the Company will not be subject to arbitration and may, as an exception to this subpart, be litigated. The Parties, in agreement with this subpart of this Agreement, waive any rights they may have to a jury trial in regard to arbitral claims.
- D) ASSIGNMENT: This Agreement, or the rights granted hereunder, may not be assigned, sold, leased or otherwise transferred in whole or part by you. Should this Agreement, or the rights granted hereunder, by assigned, sold, leased or otherwise transferred by the Company, the rights and liabilities of the Company will bind and inure to any assignees, administrators, successors, and executors.
- E) SEVERABILITY: If any part or subpart of this Agreement is held invalid or unenforceable by a court of law or competent arbitrator, the remaining parts and subparts will be enforced to the maximum extent possible. In such condition, the remainder of this Agreement shall continue in full force.
- F) NO WAIVER: In the event that we fail to enforce any provision of this Agreement, this shall not constitute a waiver of any future enforcement of that provision or of any other provision. Waiver of any part or subpart of this Agreement will not constitute a waiver of any other part or subpart.
- G) HEADINGS FOR CONVENIENCE ONLY: Headings of parts and subparts under this Agreement are for convenience and organization, only. Headings shall not affect the meaning of any provisions of this Agreement.
- H) FORCE MAJEURE: The Company is not liable for any failure to perform due to causes beyond its reasonable control including, but not limited to, acts of God, acts of civil authorities, acts of military authorities, riots, embargoes, pandemics, acts of nature and natural disasters, and other acts which may be due to unforeseen circumstances.
- I) ELECTRONIC COMMUNICATIONS PERMITTED: Electronic communications are permitted to both Parties under this Agreement, including email or fax. For any questions or concerns, please email us at the following address: .
All notices and communications to us must be through one of the following:
PowerTool Safe is a registered trademark of PowerTool Safe Inc. Terms and conditions, features, support, pricing, and service options subject to change without notice.
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