APIMatic Commercial Software License Agreement
This Software License Agreement ("Agreement") is entered into between you (referred to as "You," whether an individual or a single entity) and APIMatic Ltd. ("Licensor"). This Agreement governs your access to and use of specific software libraries listed below ("Software"), along with any associated documentation provided in digital, physical, or online formats. It also applies to updates, modifications, bug fixes, enhancements, and additional features that the Licensor makes available during the term of this Agreement.
The following products are covered under the definition of "Software"
- Code Sample API
For the purposes of this Agreement, "You" refers to yourself as an individual or the organization you represent, including all developers using the Software on behalf of that organization. This Agreement is not intended for use by affiliated entities beyond the scope defined herein. If you wish to allow affiliates to use the Software, you must contact the Licensor to arrange appropriate licensing and fees. An "Affiliate" is defined as any entity directly or indirectly controlling, controlled by, or under common control with You, where "control" signifies owning more than 50% of voting rights or equity. By downloading, installing, or using the Software, You confirm that You have read, understood, and accepted the terms of this Agreement. If You do not agree to these terms, do not install, use, or access the Software.
LICENSE GRANT
A. License Scope
Provided that You comply fully with the terms of this Agreement and pay any applicable fees, the Licensor grants You a limited, non-exclusive, non-transferable, non-sublicensable license to use the Software in its unmodified form solely for internal purposes and in accordance with your purchase terms.
B. Redistribution
This license does not grant the right to sublicense or redistribute the Software.
RESTRICTIONS
A. Prohibited Actions
You may not: Sell, sublicense, lease, or modify the Software; Distribute or publicly display the Software; Alter its source code except for testing in non-production environments; Disable or remove any intellectual property notices or security measures.
B. Authorized Use
The Software may only be used on your systems or cloud infrastructure. Authorized users include your employees, contractors, and customers, provided they access the Software under your control.
C. Competitive Products
You may not create derivative tools or products that compete with the Licensor’s offerings.
D. Compliance with Laws
You must ensure that your use of the Software adheres to all relevant laws, including export regulations.
LICENSE FEES
A. Production Use
Production usage requires payment of the fees specified in your quote.
B. Non-Production Use
You may use the Software for evaluation, testing, and training under a trial license obtained from the Licensor.
SUPPORT SERVICES
Support is provided as outlined in the Licensor’s support guidelines, which may exclude issues related to unsupported platforms or third-party products. Enhanced support may be available under separate contracts.
EXPORT COMPLIANCE
You must comply with all applicable export laws. You represent that you are not located in or affiliated with embargoed nations or prohibited parties.
OWNERSHIP RIGHTS
The Software is licensed, not sold, and remains the intellectual property of the Licensor.
CONFIDENTIALITY
You agree to treat the Software as confidential and not disclose it to third parties without authorization.
FEEDBACK
By submitting feedback, You grant the Licensor rights to use it in any manner, including in future product developments.
TERM AND TERMINATION
This Agreement remains in effect as outlined in your quote unless terminated earlier. Upon termination, You must cease all use of the Software and destroy any copies.
WARRANTY AND LIABILITY
The Software and any support are provided on an “as is” basis, without warranty of any kind. To the maximum extent permitted by applicable law, Licensor disclaims all warranties and conditions, express, implied, statutory or otherwise, including but not limited to implied warranties or conditions of fitness for a particular purpose, merchantability, title, quality, results, and non-infringement. Under no circumstances will Licensor be liable for any consequential, special, indirect, incidental or punitive damages whatsoever arising out of the use or inability to use the Software, even if Licensor has been advised of the possibility of such damages, and notwithstanding any failure of essential purpose of any limited remedy. In no event will Licensor’s aggregate liability for damages arising out of this Agreement or the terms exceed the amount paid by you for the Software.
INDEMNIFICATION
You agree to indemnify the Licensor against claims arising from your use of the Software.
GOVERNING LAW
This Agreement is governed by the laws of New York, excluding conflicts of law principles.
GENERAL PROVISIONS
This Agreement constitutes the entire understanding between You and the Licensor and may not be modified without written consent. If any term is found invalid, the remaining terms remain enforceable.