ICEYE US Inc. API License Agreement

This API License Agreement (this "Agreement") is entered into the date of the last signature below (“Effective Date”) by and between: 

1. [COMPANY NAME], a company  incorporated in [COUNTRY], whose registered office is at [ADDRESS], as the users of the API, API Documentation, Company Marks and Company Offerings described herein – further details provided in the signature section  (“Customer”, "you" or "your"); and
2. ICEYE US Inc., a company incorporated in Delaware, USA, whose registered office is at 70 Discovery, Irvine, CA 92618 ("Company," "we," or "us"). 

This Agreement governs your access to and use of the ICEYE US application programming interface (“API”), as described further in this agreement below. 

BY ACCESSING OR USING THE API, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. 

IF YOU DO NOT ACCEPT THESE TERMS, YOU MAY NOT ACCESS OR USE THE API. 

Agreed Terms
In consideration of the mutual covenants, terms and conditions set forth in this Agreement, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

The capitalized words and phrases used in this Agreement have the meanings provided below or other as stated with the body of the Agreement.  

"API" means the ICEYE US application programming interface and any API Documentation or other API materials made available by Company on the URL.

"API Documentation" means the API documentation described at the URL from time to time.

"API Key" means the security key Company makes available for you to access the API.

"Company Marks" means Company's proprietary trademarks, trade names, branding, or logos made available for use in connection with the API pursuant to this Agreement.

"Company Offering" means the technology and application software made available by Company on a hosted basis as listed and described at the URL.

"URL" means the URL provided to you by ICEYE US for the purposes of accessing the API, which may be amended or updated from time to time;

"Your Applications" means any applications developed by you to interact with the API.

2.1 Subject to and conditioned on your compliance with all terms and conditions set forth in this Agreement, we hereby grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the term of the Agreement to:

1. use the API solely for your internal business purposes in developing Your Applications that will communicate and interoperate with the Company Offering; and
2. display certain Company Marks in compliance with usage guidelines that we may specify from time to time solely in connection with the use of the API and the Applications and not in connection with the advertising, promotion, distribution, or sale of any other products or services.

2.2 You acknowledge that there are no implied licenses granted under this Agreement. We reserve all rights that are not expressly granted. You may not use the API or any Company Mark for any other purpose without our prior written consent.

2.3 You must obtain an API Key through the registration process available at the URL to use and access the API. You may not share your API Key with any third party, must keep your API Key and all log-in information secure, and must use the API Key as your sole means of accessing the API. Your API Key may be revoked at any time by us.

3.1 Except as expressly authorized under this Agreement, you may not:

1. copy, modify, or create derivative works of the API, in whole or in part;
2. rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the API;
3. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the API, in whole or in part;
4. remove any proprietary notices from the API;
5. use the API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law;
6. combine or integrate the API with any software, technology, services, or materials not authorized by Company;
7. design or permit Your Applications to disable, override, or otherwise interfere with any Company-implemented communications to end users, consent screens, user settings, alerts, warning, or the like;
8. use the API in any of Your Applications to replicate or attempt to replace the user experience of the Company Offering; or
9. attempt to cloak or conceal your identity or the identity of Your Applications when requesting authorization to use the API.

3.2 You will comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on the URL from time to time. In addition, you will not use the API in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in spyware, adware, or other malicious programs or code, counterfeit goods, items subject to the Arms Embargoed Territories, unsolicited mass distribution of email ("spam"), multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolen products, and items used for theft, hazardous materials, or any illegal activities. 

4.1 You agree to monitor the use of Your Applications for any activity that violates applicable laws, rules, and regulations or any terms and conditions of this Agreement, including any fraudulent, inappropriate, or potentially harmful behavior, and promptly restrict any offending users of Your Applications from further use of Your Applications.

4.2 You agree to provide a resource for users of Your Applications to report abuse of Your Applications. As between you and us, you are responsible for all acts and omissions of your end users in connection with Your Application and their use of the API, if any. You agree that you are solely responsible for posting any privacy notices and obtaining any consents from your end users required under applicable laws, rules, and regulations for their use of Your Applications.

4.3 All use by you of the Company Marks, if any, will comply with any usage guidelines that we may specify from time to time. You agree that your use of the Company Marks in connection with this Agreement will not create any right, title, or interest in or to the Company Marks in favor of you, and all goodwill associated with the use of the Company Marks will inure to the benefit of Company.

5.1 Should You require any support to use the API, please notify the Company in writing.  The support provided to you by the Company will determined on a case by case, on such term as mutually agreed between the parties.

5.2 You acknowledge that we may update or modify the API from time to time and at our sole discretion (in each instance, an "Update"), and may require you to obtain and use the most recent version of the API.

5.3 You acknowledge that certain Updates adversely affect how Your Applications communicate with the Company Offering.  Upon request from You,  the Company will use reasonable endeavours to provide guidance and/or advice as to the changes required to Your Applications for such integration.  

5.4 You hereby expressly acknowledge that all changes to Your Applications as a result of such Update (including following any advice or guidance from the Company) shall be at your sole cost and expense. Your continued use of the API following an Update constitutes binding acceptance of the Update. 

6.1 You acknowledge and agree that no license fees or other payments will be due under this Agreement in exchange for the rights granted under this Agreement.

6.2 You acknowledge and agree that this fee arrangement is made in consideration of the mutual covenants set forth in this agreement, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein. Notwithstanding the foregoing, we reserve the right to start charging for access to and use of the API at any time. 

We may collect certain information through the API or the Company Offering about you or any of your employees, contractors, or agents. By accessing, using, and providing information to or through the API or the Company Offering, you consent to us using such information for the purposes of this agreement, in compliance with the then-current version of our privacy policy and data protection requirements, available on the Company’s website. 

8.1 You acknowledge that, as between you and us, (a) we own all right, title, and interest, including all intellectual property rights (including without limitation copyrights, patents, trade marks, goodwill and design rights), in and to the API, the Company Offering, and the Company Marks and (b) you own all right, title, and interest, including all intellectual property rights, in and to Your Applications, excluding the aforementioned rights in Section 8.1(a).

8.2 You will use commercially reasonable efforts to safeguard the API and Company Marks (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. You will promptly notify us if you become aware of any infringement of any intellectual property rights in the API and Company Marks and will fully cooperate with us, in any legal action taken by us to enforce our intellectual property rights.

8.3 If you or any of your employees, contractors, and agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the API, the Company Offering, or the Company Marks, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), all such Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and on behalf of your employees, contractors, and agents, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.

9.1 THE API AND COMPANY MARKS ARE PROVIDED "AS IS" AND COMPANY SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. COMPANY MAKES NO WARRANTY OF ANY KIND THAT THE API OR COMPANY MARKS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY'S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

10.1 You agree to indemnify, defend, and hold harmless Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising from or relating to (a) your use or misuse of the API or Company Marks, (b) your breach of this Agreement, and (c) Your Applications, including any end user's use thereof.

10.2 In the event we seek indemnification or defense from you under this provision, we will promptly notify you in writing of the claim(s) brought against us for which we seek indemnification or defense. We reserve the right, at our option and in our sole discretion, to assume full control of the defense of claims with legal counsel of our choice. You may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by us or bind us in any manner, without our prior written consent. In the event we assume control of the defense of such claim, we will not settle any such claim requiring payment from you without your prior written approval. 

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR (i) ANY LOSS OF PROFITS OR REVENUE, (ii) LOSS OF ANTICIPATED SAVINGS, (iii) LOSS OF BUSINESS OPPORTUNITY, (iv) LOSS OF GOODWILL OR REPUTATION, (v) LOSS OR CORRUPTED DATA OR INFORMATION, (vi) COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR (vii) OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE API, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

12.1 The term of this Agreement commences of the later of when you access the API and will continue in effect until earlier of (i) the expiry or termination of the applicable product or services agreement pursuant to which you have been granted access to the API, or (ii)  this Agreement is terminated as set out below in this Section below.

12.2 We may immediately terminate or suspend this Agreement (in whole or part), any rights granted herein, and/or your licenses under this Agreement, in our sole discretion at any time and for any reason, by providing notice to you or revoking access to the API and/or Company Marks.

12.3 In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.

12.4 You may terminate this Agreement at any time by ceasing your access to and use of the API.

12.5 Upon termination of this Agreement for any reason all licenses and rights granted to you under this Agreement will also terminate and you must cease using, destroy, and permanently erase from all devices and systems you directly or indirectly control all copies of the API and Company Marks. Any terms that by their nature are intended to continue beyond the termination or expiration of this Agreement will survive termination. Termination will not limit any of Company's rights or remedies at law or in equity.

13.1 Export Controls and Restrictions. Neither Customer nor its group companies, or any Customer personnel, are listed on the EU Consolidated Sanctions List, UK Financial Sanctions (HMT) list, the Consolidated United Nations Security Council Sanctions List, the sanctions issued by the Organisation for Security and Co-operation in Europe (“OSCE”), or any of the lists in the U.S. Government’s Consolidated Screening List. Furthermore, neither Customer nor its group companies, or any Customer Personnel are military organizations in the Russian Federation, the People’s Republic of China, the Islamic Republic of Iran, or are in territories under arms embargoes imposed by the United Nations, the European Union or the OSCE (“Arms Embargoed Territories"). Customer shall not distribute API to (A) any person identified on the EU Consolidated Sanctions List, UK Financial Sanctions (HMT) list, the Consolidated United Nations Security Council Sanctions List, the sanctions lists issued by the OSCE or any of the lists in the U.S. Government’s Consolidated Screening List or (B) military organizations in the Arms Embargoed Territories or for any military end use in the Arms Embargoed Territories or (C) any person, country, government or entity who or which under Applicable laws, regulations or orders is otherwise prohibited from receiving API.

13.2 Foreign Corrupt Practices Act; Anti-Bribery Provisions. You and Your personnel shall all times conduct all of their activities in compliance with the U.S. Foreign Corrupt Practices Act (“FCPA”), UK Bribery Act and the substantive provisions of the OECD Convention on Combating Bribery of Foreign Public Officials in International Business Transactions dated 21 November 1997 (the “OECD Convention”) as well as any amendments thereto.  In connection with any activities contemplated by the Agreement, You and Your personnel have not and will not make or provide any payments or gifts or any offers or promises of any kind, directly or indirectly, to any official of any government or to any official of any agency or instrumentality of any government, or to any political party or to any candidate for political office (the foregoing individually and collectively referred to as “Government Official”) that are prohibited by the FCPA, UK Bribery Act or the OECD.  You hereby warrant that you or your company have not, and Your personnel have not, and will not pay or offer, directly or indirectly, any commission or finders or referral fee to any person or entity in connection with its activities relating to Customer, unless it has obtained prior written agreement thereto from ICEYE US.  

You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement from time to time. You will be notified of modifications through notifications or posts on the URL or direct communication (including email) from us. You will be responsible for reviewing and becoming familiar with any such modifications. 

15.1 This Agreement shall be governed by and construed in accordance with the governing laws prescribed in the Governing Law and Arbitration Table in Clause 15.3.

15.2 All disputes arising in connection with the Agreement will be settled by arbitration before a single arbitrator in accordance with the “Dispute Resolution Location and Forum Administering the Arbitration” row column in the Governing Law and Arbitration Table in Clause 15.3. The arbitrator’s award will be final and binding on the Parties.

15.3 Governing Law and Arbitration Table:

The Parties hereto have caused this Agreement to be entered into by their duly authorized officers or representatives on the Effective Date.

ICEYE US Inc. 
Signature:
Name:
Title:
Date

Customer 
Signature:
Name:
Title:
Date