Licensee desires to license certain of Quantel (“Company”) application programming interfaces and their associated tools and documentation, (“APIs”), that are designed to permit Licensee to receive data and content (“Content”) from Company’s proprietary database so that Licensee can create an application or service or enhance an existing application or service (Licensee’s “Application”).
Subject to the terms and conditions of this Agreement, Company grants Licensee a limited, non-exclusive, non-sublicensable, non-transferable, non-assignable license under Company’s intellectual property rights during the term of this Agreement (a) to use the APIs to develop, test, and support the Application; (b) to distribute or allow access to Licensee’s integration of the APIs within the Application to end users of the Application; and (c) to display the Content received from the APIs within the Application. Licensee has no right to distribute or allow access to the stand-alone APIs.
Licensee’s use of the APIs and display of the Content must comply with the technical documentation, usage guidelines call volume limits, and other documentation (“Developer Documentation”) maintained at Company’s developer site located at https://quantel.io/docs (“Developer Site”). In the event of any conflict between the Developer Documentation and this Agreement, this Agreement shall control.
Except as expressly and unambiguously authorized under this Agreement or by Company in writing, Licensee shall not (i) use the APIs for any illegal, unauthorized or otherwise improper purposes, or in any manner which would violate this Agreement or the Developer Documentation, or breach any laws or regulations, or violate the rights of third parties; (ii) use the APIs in a manner that, as determined by Company in its sole discretion, exceeds reasonable request volume, constitutes excessive (iii) use the APIs in conjunction with, or combine content from the APIs with, Company content obtained through scraping or any other means outside the official Company APIs; (iv) interfere with or disrupt Company services or servers or networks connected to Company services, or disobey any requirements, procedures, policies or regulations or abusive usage, or otherwise fails to comply or is inconsistent with any part of the Developer Documentation; networks connected to Company services, or transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature through your use of the APIs.
As between the parties, Company owns all rights, title, and interest in and to the APIs and to all output and executables of the APIs, and, subject to the foregoing, Licensee owns all rights, title, and interest in and to the Application. Except to the limited extent expressly provided in this Agreement, neither party grants, and the other party shall not acquire, any right, title or interest (including, without limitation, any implied license) in or to any property of the first party. All rights not expressly granted herein are deemed withheld. All data must be deleted when your subscription to that data ends. You hereby agree to not redistribute or share access to data or derived results from the data obtained from Quantel API with anybody or any 3rd party without written approval from Quantel. All plans listed on Quantel website are strictly for personal use unless explicitly stated otherwise. Free plan can’t be used by any business even internally without a written approval from Quantel.
The Parties agree to the following Payment and Payment Terms: Licensee shall pay the fees set forth in the service and/or order form, or if no such form is entered into. If based on Company invoices, such fees shall be payable within fifteen (15) days from the date on the applicable invoice. Licensee shall also pay all sales, use, value-added and other taxes, tariffs and duties of any type assessed against Company except for taxes on Company’s income.
Licensee agrees to report to Company any errors or difficulties discovered and the characteristic conditions and symptoms of such errors and difficulties.
Licensee shall endeavor to inform Company with respect to the interoperability and compatibility of Licensee’s products with Company’s management systems as contemplated herein, and any issues or problems with respect thereto; Licensee will use its best efforts to achieve full interoperability and compatibility.
The API (including, without limitation, all improvement, derivatives, modifications and the like) constitutes Company’s confidential information (“Confidential Information”). Licensee hereby agrees (i) to hold the Confidential Information in confidence and to take reasonable precautions to protect such Confidential Information (including, without limitation, all precautions the Licensee employs with respect to its own confidential materials), (ii) not to divulge any Confidential Information to any third person (except consultants, subject to the conditions stated below), (iii) not to use any Confidential Information except for the purposes set forth in this Agreement, and (iv) not to copy or reverse engineer any Confidential Information. Any employee or consultant given access to the Confidential Information must have a legitimate “need to know” and shall be similarly bound in writing. Licensee acknowledges and agrees that due to the unique nature of the Company’s Confidential Information, there can be no adequate remedy at law for any breach of its obligations hereunder and therefore, that upon any such breach or any threat thereof, Company shall be entitled to appropriate equitable relief in addition to whatever remedies it might have at law.
Licensee agrees that Company shall have no liability whatsoever for (i) any use Licensee makes of the API or (ii) Licensee’s Application. Licensee shall indemnify and hold harmless Company from any and all claims, damages, liabilities, costs and fees (including reasonable attorneys’ fees) arising from (i) or (ii).
The parties acknowledge that the API, Content and any services are provided “AS IS.” EXCEPT FOR BODILY INJURY, COMPANY AND ITS LICENSORS DISCLAIM ALL WARRANTIES RELATING TO THE API OR ANY SERVICES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES AGAINST INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
COMPANY AND ITS LICENSORS SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR THE TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, OR (B) FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS OF PROFITS OR (C) FOR ANY AMOUNT IN THE AGGREGATE OF THE AMOUNT PAID OR PAYABLE BY LICENSEE UNDER SECTION 7 (PROVIDED THAT, IF NO AMOUNTS HAVE BEEN PAID, SUCH CAP SHALL BE FIVE HUNDRED DOLLARS (US$500.00)). COMPANY AND ITS LICENSORS SHALL NOT BE RESPONSIBLE FOR ANY MATTER BEYOND ITS REASONABLE CONTROL.
This Agreement shall continue until terminated as set forth in this section or for the term set forth in the applicable services or order form entered into by the parties. Either party may terminate this Agreement at any time. Any termination of this Agreement shall also terminate the licenses granted hereunder. Upon termination of this Agreement for any reason, Licensee shall destroy and remove from all computers, hard drives, networks, and other storage media all copies of Company’s Confidential Information, and shall so certify to Company that such actions have occurred.
If Licensee is part of an agency, department, or other entity of the United States Government ("Government"), the use, duplication, reproduction, release, modification, disclosure or transfer of the API are restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The API is a "commercial item," "commercial computer software" and "commercial computer software documentation." In accordance with such provisions, any use of the API by the Government shall be governed solely by the terms of this Agreement.
A rate limiter that limits the number of requests received by the API within any given second. For most APIs, Quantel allows up to 10 requests per second. Treat these limits as maximums and don’t generate unnecessary load. If you suddenly see a rising number of rate limited requests, please contact support. We may reduce limits to prevent abuse, or increase limits to enable high-traffic applications. To request an increased rate limit, please contact support. If you’re requesting a large increase, contact us 2 weeks in advance of when you’ll need the increased rate limit. Membership to this API may be ended at any time, and without cause, by Quantel. You recognize and concur that we may terminate your password or account or deny you access to all or portion of the Service without earlier notice if you violate any of our Terms. We know it’s tempting to skip these Terms of Service, but it’s important to establish what you can expect from us as you use Quantel services, and what we expect from you, if you don't agree with them, then don't use the Services.
If you have any questions, please contact us at firstname.lastname@example.org