Terms of service - API
WHEREAS, KeywordsStandings is the creator of certain original software applications for Internet content categorization; and
WHEREAS, Company desires to grant its End Users access to the functionality provided by such software application through Platforms (as such terms are defined below), and KeywordsStandings desires to allow Company to grant such access on the terms and subject to the conditions set forth herein;
- “End-Users” shall mean individual end user customers of Company who, using or having access to a Platform, may have access to the Software (or any functionality provided by the Software) with respect to such Platform for their own personal use.
- "End-User License Agreement" shall mean an agreement between Company and the End-User for the use of the Platform.
- “Interface Code” means software code provided by KeywordsStandings that may be integrated into a Platform and which interfaces with the Software over the Internet.
- “Intellectual Property Rights” means all copyrights, trademarks, service marks, trade secrets, patent rights (including patents and patent applications), moral rights, and other proprietary rights.
- Platform means a proprietary software system of the Company or one of its Affiliates which provides significant and material additional functionality in addition to any functionality provided by the Software. Unless expressly agreed otherwise in writing by KeywordsStandings, a Platform shall not include any server or remotely-accessed system that is intended to be accessed by more than one End User.
- “Software” means the URL Classification API.
- The Software shall reside on the servers of KeywordsStandings or its agents, and may be accessed solely over the Internet through interfaces provided by KeywordsStandings pursuant to this Agreement. For the avoidance of doubt, Company has no right to receive any source code or object code of the Software. Company shall not provide end users with access to the Software or any functionality provided by the Software except pursuant to the express terms of this Agreement.
- Subject to the terms and conditions of this Agreement, Company may integrate the functionality provided by the Software into Platforms for provision of such functionality to End Users. The functionality of the Software may be integrated into Platforms through either (a) Interface Code provided by KeywordsStandings, in which event KeywordsStandings hereby grants to Company during the Term (as defined below) and subject to the terms and conditions hereof, a worldwide, non-exclusive, royalty-bearing, indivisible and non-transferable license, to copy and use the Interface Code solely for the purpose of integrating the functionality provided by the Software into Platforms; or (b) APIs of the Software provided by KeywordsStandings to Company.
- Platforms shall not indicate that the Software (or any functionality provided by the Software) is provided by KeywordsStandings, and Company shall not indicate to any End User that the functionality provided by the Software is obtained via KeywordsStandings.
- Company may not disclose, furnish, transfer or otherwise make available or distribute Software or related documentation on a stand-alone basis. Except as set forth expressly herein, Company shall not and shall not allow any third party to (a) copy, adapt or modify the Software, (b) disassemble, reverse engineer, attempt to find the underlying code of, or decompile the Software or any part thereof, (c) cause the Software or Interface Code to be subject to the terms of any open source software license; or (d) sublicense or distribute the Interface Code. To the extent any of the restrictions set forth in this Section are not enforceable under applicable law, Company shall inform KeywordsStandings in writing in each instance prior to engaging in the activities set forth above. Company shall inform KeywordsStandings if it has reason to believe that any End User is engaging in the activities set forth above.
- The payment terms agreed upon may provide that Company shall not grant more than a specified number of End Users access to the Software or functionality provided by the Software (the “Maximum End User Limit”). If applicable, Company shall not violate any applicable Maximum End User Limit.
- All End-Users shall be required to execute an End-User Sublicense Agreement containing, at minimum, provisions no less restrictive than those set forth in Exhibit B attached hereto prior to any use of or access to the Software as part of Platforms. KeywordsStandings may update Exhibit B from time to time at its discretion. Company shall promptly inform KeywordsStandings if it knows or has reason to know that an End-User is engaging or will engage in any activity prohibited pursuant to Exhibit B.
Ownership of Intellectual Property Rights:
- Software. Title to and ownership of and all proprietary rights, including Intellectual Property Rights, in or to the Software (including all APIs provided to Company), Interface Code and related documentation and all partial or complete copies thereof shall at all times remain with KeywordsStandings. As between the parties, Company hereby acknowledges that KeywordsStandings is the sole owner of all right, title, and interest to the Software (including all APIs provided to Company) and Interface Code and related documentation, and any Intellectual Property Rights therein.
- Feedback. Company is not obligated to provide any feedback to KeywordsStandings regarding the Software or Interface Code (“Feedback”). Notwithstanding the foregoing, if Company shall provide any Feedback to KeywordsStandings, KeywordsStandings shall have the right to use any such Feedback in any manner in current or future products or services, without further compensation or obligations to Company.
- No Sale or Implied Licenses. This Agreement shall not be construed as a sale of any rights in the Software (including all APIs provided to Company), Interface Code or related documentation, and all references in this Agreement to the sale of the Software (including all APIs provided to Company), Interface Code or documentation, or references of like effect, shall mean the right to access the Software (including all APIs provided to Company), and use the Interface Code and such related documentation pursuant to this Agreement. Except as expressly provided herein, nothing in this Agreement will be construed to confer any ownership interest, license or other rights upon Company by implication, estoppel or otherwise as to any technology, intellectual property rights or products of KeywordsStandings or any third party.
- KeywordsStandings server's collects certain information when End Users use functionality provided by the Software, including the IP address of such End User, the URL of the Internet webpage the End User has sent for categorization, the web portal through which an End User has searched for a specific web page, and other information regarding the access and use of the Software by such End User (“Data”). KeywordsStandings does not intentionally collect information that personally identifies End Users. For example, if KeywordsStandings stores any IP address of an End User, it will first modify such IP address so that it does not identify the End User personally. The data is stored on a temporary memory cache and is deleted from memory within 24 hours. Company shall inform all End Users that KeywordsStandings collects such Data, and shall obtain End User’s consent to such collection and use of Data by KeywordsStandings in compliance with applicable law and regulations.
- Company shall not store or use any Data from End Users’ use of the Software, except in a temporary cache and only as necessary for Company to provide the functionality of the Software to End Users. Company must erase such Data promptly after provision of the applicable functionality to an End User.
- In consideration for access to the Software (including any APIs) and the use of Interface Code and applicable documentation pursuant to this Agreement, Company shall pay KeywordsStandings the fees agreed upon.
- The Fees exclude all applicable sales, use and other taxes and all applicable export and import fees, customs duties and similar charges, and Company will be responsible for payment of all such taxes (other than taxes based on KeywordsStandings’s income), fees, duties and charges, and any related penalties and interest, arising from the payment of the Fees or access to the Software provided to the Company. Company will make all payments of the Fees to KeywordsStandings free and clear of, and without reduction for, any withholding taxes; any such taxes imposed on payments of the Fees to KeywordsStandings will be Company’s sole responsibility, and Company will provide KeywordsStandings with official receipts issued by the appropriate taxing authority, or such other evidence as the KeywordsStandings may reasonably request, to establish that such taxes have been paid.
- Company shall maintain complete and accurate records concerning the Software and Platforms, which records shall contain sufficient information to permit KeywordsStandings or its representatives to confirm the compliance by Company with its obligations under this Agreement and the accuracy of any payments made hereunder. Company shall retain such records relating to a given calendar quarter for at least 3 years after the conclusion of that calendar quarter. During such 3 year period, KeywordsStandings shall have the right to cause an independent auditor to inspect Company’s records during normal business hours. The parties shall reconcile any underpayment or overpayment within 30 days after the auditor delivers the results of the audit. In the event that any audit performed under this subsection reveals material non-compliance with terms and conditions hereof or an underpayment in excess of 3% in any calendar year, Company shall bear the full cost of such audit.
WARRANTY DISCLAIMER: The Software groups internet websites into a variety of categories. KeywordsStandings MAKES NO WARRANTY THAT THE CATEGORIZATION METHODS OF THE SOFTWARE SHALL BE CORRECT OR ACCURATE IN ALL SITUATIONS OR INSTANCES. COMPANY AND END USERS MAY NOT AGREE WITH THE SOFTWARE’S CATEGORIZATION OF ANY INTERNET SITE. KeywordsStandings SHALL NOT HAVE ANY LIABILITY IN RESPECT OF CLAIMS THAT ANY SPECIFIC INTERNET SITE SHOULD BE CATEGORIZED DIFFERENTLY THAN THE CATEGORIZATION APPLIED BY THE SOFTWARE. MOREOVER, THE CATEGORIZATION OF ANY INTERNET WEBSITE IN ONE CATEGORY AND THE LATER CATEGORIZATION OF THE SAME WEBSITE IN A DIFFERENT CATEGORY SHALL IN NO EVENT BE DEEMED EVIDENCE THAT THE INITIAL CATEGORIZATION OF A WEBSITE WAS INCORRECT, AND SHALL IN NO EVENT ACT TO IMPOSE ANY LIABILITY ON KeywordsStandings. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE INTERFACE CODE AND THE SERVICES PROVIDED BY THE SOFTWARE ARE PROVIDED “AS-IS”. KeywordsStandings EXPRESSLY DISCLAIMS ANY WARRANTIES (INCLUDING WITH REGARD TO THE PERFORMANCE OF THE SOFTWARE) AND WITHOUT LIMITATION, EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. KeywordsStandings DOES NOT WARRANT THAT THE SOFTWARE OR INTERFACE CODE WILL MEET COMPANY’S REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE AND INTERFACE CODE WILL BE CONTINUOUS OR ERROR-FREE.
LIMITATION OF LIABILITY: KeywordsStandings` LIABILITY ARISING OUT OF THE USE OF THE SOFTWARE AND INTERFACE CODE, WHETHER BASED UPON WARRANTY, CONTRACT, TORT OR OTHERWISE, SHALL NOT EXCEED AMOUNTS PAID TO KeywordsStandings BY COMPANY HEREUNDER DURING THE YEAR PRIOR TO THE OCCURRENCE OF THE DAMAGE PURSUANT TO THIS AGREEMENT. IN NO EVENT SHALL KeywordsStandings BE LIABLE TO COMPANY OR ANY OTHER PERSON OR ENTITY FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF DATA OR LOSS OF USE DAMAGES), EVEN IF KeywordsStandings HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
Confidentiality: Each party agrees to keep confidential during and after the termination of this Agreement and not disclose or use except in performance of its obligations under this Agreement, confidential or proprietary information related to the other party’s technology or business that it learns in connection with this Agreement and any other information received from the other, provided that such information or material is either clearly marked confidential or the receiving party should reasonably understand the information to be confidential (“Confidential Information”). Confidential Information shall not include information (i) already lawfully known to or independently developed by the receiving party without access to or use of the other party’s Confidential Information, (ii) disclosed in published materials, (iii) generally known to the public, (iv) lawfully obtained from any third party without restrictions, or (v) required to be disclosed by law. Company agrees to keep the existence and the terms of this Agreement confidential. Each party agrees to restrict disclosure of Confidential Information to those of its employees and officers with a reasonable need to know such information and which are bound by confidentiality obligations no less restrictive than those set out herein. For the avoidance of doubt, all Interface Code and all information regarding the APIs of the Software shall be deemed confidential information of KeywordsStandings, and may not be disclosed to any third party. Company shall promptly inform KeywordsStandings if it has reason to believe that it or its employees have used or disclosed the APIs in violation of this Agreement.
Indemnification: Company shall defend, indemnify and hold harmless KeywordsStandings from and against any and all suits, proceedings, assertions, damages, costs, liabilities or expenses (including court costs and attorneys’ legal fees) which KeywordsStandings may suffer or incur in connection with any actual claim, demand, action or other proceeding by any third party arising from or relating to (i) a claim that the Platform infringes or violates any third party Intellectual Property Rights; (ii) any alleged breach or contravention of any applicable law relating to Company’s promotion, sale or other activities related to the Platform; or (iii) any other claim relating to elements of a Platform aside from the Software. In the event of any such claim, KeywordsStandings shall promptly notify Company in writing of the claim and Company shall have the right, to manage and control, at its sole expense, the defense of the claim and the settlement thereof. KeywordsStandings shall cooperate with the Company and may, at its option and expense, be represented in any such action or proceeding. Company shall not agree to any settlements, litigation costs or expenses without KeywordsStandings` prior written authorization.
Infringement: Company shall promptly notify KeywordsStandings of any infringement by any third party of any of KeywordsStandings` rights in the Software or Interface Code (of which Company becomes aware) but Company shall not take any action, legal or otherwise, with respect to such matter without the prior written consent of KeywordsStandings. Company shall provide testimony and other evidence in any legal action commenced by KeywordsStandings, and shall otherwise cooperate with KeywordsStandings in any way reasonably necessary or desirable, at KeywordsStandings` expense, in order to permit KeywordsStandings successfully to protect the affected rights. KeywordsStandings shall be entitled to keep all damages or other payments recovered in connection with any such action. If the Software or Interface Code becomes, or in KeywordsStandings` opinion is likely to become, the subject of an infringement claim, KeywordsStandings may, at its option and expense, either (a) procure for Company the right to continue using the Software or Interface Code, (b) replace or modify the Software or Interface Code so that it becomes non-infringing, or (c) terminate this Agreement. Notwithstanding the foregoing, KeywordsStandings shall have no obligation for any claim of infringement arising from: (1) any combination of the Software or Interface Code with programs, equipment or hardware not supplied by KeywordsStandings, where such infringement would not have occurred but for such combination; (2) the adaptation or modification of the Interface Code other than by or on behalf of KeywordsStandings, where such infringement would not have occurred but for such adaptation or modification; (3) the use of the Software or Interface Code in a manner for which it was not designed or intended or which is not permitted hereunder, where such infringement would not have occurred but for such use; or (4) a claim based on any element of a Platform other than the Software or Interface Code. THIS SECTION STATES KeywordsStandings’ ENTIRE LIABILITY AND COMPANY’S SOLE AND EXCLUSIVE REMEDY FOR INFRINGEMENT CLAIMS AND ACTIONS.
Term and Termination: Subject to the provisions of this Section, the term of this Agreement shall commence as of the date hereof and shall continue indefinitely unless earlier terminated as otherwise provided herein (such period of time being defined as the “Term”). Termination. Either party may terminate this agreement: (a) Upon the occurrence of a material breach or default as to any obligation hereunder by the other party and the failure of such breaching party to remedy such breach within 30 days after receiving written notice thereof from the non-breaching party, any such termination becoming immediately effective upon the giving of written notice of termination; provided that the Term shall terminate automatically if Company has failed to pay any fees or other amounts due hereunder within 15 days after receipt of written notice containing a demand for payment therefore and Company remains in default with respect thereto for a period of 15 days after receipt of such written notice; or (b) upon the filing of a petition in bankruptcy, insolvency or reorganization against or by the other party, or such other party becoming subject to a composition for creditors, whether by law or agreement, or such other party going into receivership or otherwise becoming insolvent, provided each of the foregoing renders the other party unable to perform its obligations hereunder, such termination immediately effective upon the giving of written notice of termination. KeywordsStandings may terminate this Agreement if Company shall contest or oppose any Intellectual Property Rights associated with the Software or Interface Code or if Company shall advise or consult with any party engaging in any such contest. Survival: (Ownership of Intellectual Property Rights), (Warranty Disclaimer), (Limitation of Liability), (Confidentiality), (Indemnification), (Effect of Termination), (Miscellaneous).
- Notices: Any and all notices and communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, or received by telegram, facsimile or similar means of communication, or by first class mail or courier, addressed to the parties at the addresses set forth at the beginning of this Agreement or to such other addresses as either of the parties hereto may from time to time in writing designate to the other party hereto.
- Relationship of Parties: KeywordsStandings and Company are and intend to remain independent parties. Nothing contained in this Agreement shall be deemed or construed to create the relationship of principal and agent or of partnership or joint venture, and except as otherwise specifically agreed upon in writing by the parties, neither party shall hold itself out as an agent, legal representative, partner, subsidiary, joint venturer, servant or employee of the other. Neither party nor any officer or employee thereof shall, in any event, have any right collectively or individually, to bind the other party, to make any representations or warranties, to accept service of process, to receive notice or to perform any act or thing on behalf of the other party, except as authorized in writing by such other party in its sole discretion.
- Entire Agreement: This document constitutes the entire and sole agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes any prior or contemporaneous understanding, agreements, representations or warranties, whether oral or written, with respect to the subject matter. Company acknowledges and agrees that KeywordsStandings owes no other obligations to Company other than as explicitly as set forth herein.
- Modification, Amendment, Waiver: No modification or amendment of any provision of this Agreement shall be effective unless approved in writing by the parties to the Agreement. No party shall be deemed to have waived compliance by any other party with any provision of this Agreement unless such waiver is in writing, and the failure of any party at any time to enforce any of the provisions of this Agreement shall in no way be construed as a waiver of such or any other provision and shall not affect the rights of any party thereafter to enforce such provisions in accordance with their terms.
- Assignment; Successors: Company shall not assign, delegate or transfer any rights or obligations under this without the prior written consent of KeywordsStandings. KeywordsStandings may assign its right or obligations hereunder in the context of any merger transaction or the purchase of all or substantially all of KeywordsStandings` assets to which this Agreement relates.
- Severability: In the event that any provision of this Agreement is held invalid or unenforceable in any circumstances by a court of competent jurisdiction, such provision shall be interpreted to give it the maximum effect possible under applicable law, and the remainder of this Agreement, and the application of such provision in any other circumstances, shall not be affected thereby.
- Governing Law: This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Israel applicable to contracts formed and entirely performed therein. Any action, suit or other proceeding arising under or relating to this Agreement shall be brought in a court of competent jurisdiction in the city of Tel-Aviv/Jaffa, and the parties hereby consent to the sole jurisdiction of such courts.
EXHIBIT B: PROVISIONS IN END-USER LICENSE AGREEMENT
Pursuant to License agreement hereof, all end-user customers of Company shall be required to execute an End-User License Agreement containing, at minimum, provisions no less restrictive than those set forth herein prior to any access to the Software or functionality provided by the Software.
1. Except as set forth expressly herein, End-User shall not, and shall not permit any third party to, disassemble, reverse engineer, attempt to find the underlying code of, or decompile the Software or any part thereof, or cause the Software to be subject to the terms of any open source software license. To the extent any of the restrictions set forth in this Section are not enforceable under applicable law, End-User shall inform Company in writing in each instance prior to engaging in the activities set forth above.
2. End-User shall not have any ownership interest, license or other rights in the Software or any intellectual property rights therein, whether by license, implication, estoppel or otherwise.
3. THE SOFTWARE AND ALL FUNCTIONALITY PROVIDED BY THE SOFTWARE IS PROVIDED “AS-IS”. THE LICENSOR OF THE SOFTWARE EXPRESSLY DISCLAIMS ANY WARRANTIES (INCLUDING WITH REGARD TO THE PERFORMANCE OF THE SOFTWARE) AND WITHOUT LIMITATION, EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT IN RESPECT OF THE SOFTWARE. THE LICENSOR OF THE SOFTWARE MAKES NO WARRANTY THAT THE CATEGORIZATION METHODS OF THE SOFTWARE SHALL BE CORRECT OR ACCURATE IN ALL SITUATIONS OR INSTANCES. END USERS MAY NOT AGREE WITH THE SOFTWARE’S CATEGORIZATION OF ANY INTERNET SITE. THE LICENSOR OF THE SOFTWARE SHALL NOT HAVE ANY LIABILITY IN RESPECT OF CLAIMS THAT ANY SPECIFIC INTERNET SITE SHOULD BE CATEGORIZED DIFFERENTLY THAN THE CATEGORIZATION APPLIED BY THE SOFTWARE. MOREOVER, THE CATEGORIZATION OF ANY INTERNET WEBSITE IN ONE CATEGORY AND THE LATER CATEGORIZATION OF THE SAME WEBSITE IN A DIFFERENT CATEGORY SHALL IN NO EVENT BE DEEMED EVIDENCE THAT THE INITIAL CATEGORIZATION OF A WEBSITE WAS INCORRECT, AND SHALL IN NO EVENT ACT TO IMPOSE ANY LIABILITY ON LICENSOR.
Terms last updated: 24th Nov 2021