API License Agreement
By using the API, or authorising any individual use the API, You agree to be bound by this Agreement. If You are entering into this Agreement on behalf of a company, organisation or another legal entity (an “Entity”), You are agreeing to the terms of this Agreement for that Entity and answering to Grano Oy that You have the authority to bind such Entity to this Agreement, in which case the terms “Licensee”, “You”, “Your” or a related capitalised term herein shall refer to such Entity. If You do not have such authority, or if the Entity does not agree with this Agreement, You must not accept this Agreement and the Entity may not use the API.
For purposes of this Agreement, capitalised terms shall have the meanings set forth below.
“Intellectual Property Rights” means patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property rights.
“Confidential Information” shall mean all information supplied to the Licensee by Grano Oy, including the API, all documents, materials, and other materials designated as being confidential or ought to be considered as confidential, regardless of how or in which form the information is supplied or how the recipient may otherwise come into contact with them.
“Marks” mean the trademarks of Grano Oy (e.g. SokoPro) and logos made available for use in connection with the APIs pursuant to this Agreement.
“API” means an API and any accompanying or related documentation, source code, executable applications and other materials.
“Applications” mean web or other software services or applications developed by Licensee that utilise or interact with the API.
“App Market” means any marketplace or other aggregator or public data warehouse of code or applications.
2. ACCESS RIGHT
2.1 This Agreement governs Licensee’s rights to use the API for the purpose of developing and implementing Applications.
2.2 Subject to this Agreement, including the restrictions set forth in its Section 3, Grano Oy grants to Licensee, for Licensee’s internal business purposes, a non-exclusive, non-transferable, non-sublicensable, worldwide and revocable right during the Term to use the API to develop and implement Applications.
3. RESTRICTIONS AND RESPONSIBILITIES
3.1 Licensee must comply with all restrictions set forth in this Agreement and the general API guidelines in all uses of the API. Licensee must also comply with all restrictions set forth in this Agreement in all uses of Marks. If Grano Oy believes, in its sole discretion, that Licensee has violated or attempted to violate any terms of this Agreement, the license afforded Licensee pursuant to this Agreement may be temporarily or permanently revoked, with or without notice to Licensee.
3.2 In order to use the API, Licensee must obtain API credentials (“Token”) from Grano Oy. Licensee may not share or otherwise disclose its Token to any third party. Licensee shall keep such Token and all login information secure, and shall use the Token as Licensee’s sole means of accessing the API.
3.3 Licensee’s Applications shall not substantially replicate products or services offered by Grano Oy in connection with SokoPro, including, without limitation, functions or clients on platforms (such as iOS or Android) where Grano Oy offers its own client or function. Applications may not use or access the API in order to monitor the availability, performance or functionality of any of the API or a service or for any similar benchmarking purposes.
3.4 Applications shall not, in any manner, display any form of advertising.
3.5 Licensee is not permitted to publish Applications on any App Market that is not published in identical form on the Grano Oy marketplace.
3.6 Licensee shall not, under any circumstances, through Applications or otherwise, repackage or resell the API. Licensee is not permitted to use the API in any manner that does or could potentially undermine the security of the API or any other data or information stored or transmitted using the service. In addition, Licensee shall not, and shall not attempt to: (a) interfere with, modify or disable any features, functionality or security controls of the API, (b) defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms for the API, or (c) reverse engineer, decompile, disassemble or attempt to decipher source code, underlying ideas, algorithms, structure or organisational form from the API.
3.7 Licensee acknowledges that Licensee is solely responsible, and that Grano Oy has no responsibility or liability of any kind for any third party, for the content, development, operation, support or maintenance of Applications.
3.8 Licensee will comply with the technical and policy-implemented limitations of the API and the restrictions of this Agreement in designing and implementing Applications. Without limiting the foregoing, Licensee shall not violate any defined rate limitations on calling or otherwise utilising an API.
This Agreement shall not affect any of the intellectual property rights the parties have had before this Agreement has come into effect, and the rights of the parties on e.g. documents, software and/or parts thereof do not change as a result of the parties submitting these to each other for the purpose of the Agreement.
This Agreement does not entitle Licensee to any support for the API, unless Licensee makes separate arrangements with Grano Oy for such support.
Licensee may gain access to Confidential Information. Licensee may use Confidential Information only to the extent necessary to exercise the rights of the Licensee under this Agreement. Subject to the express permissions set forth herein, Licensee may not disclose Confidential Information to a third party without the prior express consent of Grano Oy, provided in writing. Without limiting any other obligation of Licensee under this Agreement, Licensee agrees that it will protect Confidential Information from unauthorised use or disclosure in the same manner that Licensee would use to protect its own confidential information and intellectual property rights of a similar nature and in any event with no less than a reasonable degree of care.
8. DISCLAIMER OF WARRANTIES
ALL FEATURES OF THE SERVICES AND THE API, INCLUDING ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND GRANO OY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT GRANO OY DOES NOT WARRANT THAT THE API WILL BE UNINTERRUPTED, WITHOUT DELAY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM GRANO OY SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
9. LIMITATION OF LIABILITY
9.1 UNDER NO CIRCUMSTANCES WILL EITHER PARTY TO THIS AGREEMENT, OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS, BE LIABLE TO THE OTHER PARTY OF THIS AGREEMENT OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR FOR ANY TYPE OF INDIRECT OR CONSEQUENTIAL LOSS OR DAMAGE, OR ANY OTHER LOSS OR DAMAGE INCURRED BY SUCH PARTY OR THIRD PARTY IN CONNECTION WITH THIS AGREEMENT OR THE API, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGE.
9.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, GRANO OY’S AGGREGATE LIABILITY TO LICENSEE ARISING OUT OF THIS AGREEMENT, SHALL BE LIMITED TO ONE HUNDRED EUROS (€100.00). ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE FIRST EVENT OR OCCURRENCE GIVING RISE TO THE CLAIM.
9.3 The aforementioned limitations of liability in Sections 9.1 and 9.2 do not apply to damage caused by intentional acts, gross negligence or breach of contractual terms concerning confidentiality specified in Section 7.
The Licensee is liable for any actions, claims, proceedings as well as other contentions brought by any third parties against Grano Oy and the damage, compensations and other expenses (including but not limiting to reasonable costs of the agents) for Grano Oy concerning, related to or based on any breach of an obligation, representation, warranty, covenant or other provision of this Agreement by Licensee or any matter which Licensee has expressly agreed to be responsible pursuant to this Agreement, or expressly the use or utilisation of the API.
11. TERM AND TERMINATION
This Agreement shall commence as soon as the Licensee has agreed to it and will remain in effect until terminated pursuant to this Section 11. Either party may terminate this Agreement at any time, for any reason, or for no reason. Any termination of this Agreement shall also terminate the licenses granted to Licensee hereunder. Upon termination of this Agreement for any reason, Licensee shall cease using, and either return to Grano Oy, or destroy and remove from all computers, hard drives, networks and other storage media, all copies of any materials licensed pursuant to this Agreement and any Confidential Information in Licensee’s possession, and shall certify to Grano Oy in writing that such actions have occurred. Sections 3, 4, 5, 7–15 and 17 shall survive termination of this Agreement.
13. ASSIGNMENT; ENTIRE AGREEMENT; REVISIONS
13.1 Licensee may not assign all or any part of this Agreement without Grano Oy’s prior written consent, which consent will not be unreasonably withheld. Grano Oy may, without Licensee’s consent, assign this Agreement to any Affiliate or in connection with any merger or the sale of the business provided that any such successor agrees to fulfil its obligations pursuant to this Agreement.
13.2 This Agreement constitutes everything the parties have agreed on this matter and shall replace any previous agreements, offers, commitments or other expressions of will concerning the subject of the Agreement.
If a term of this Agreement is invalid or unenforceable, it shall have no effect on the other terms of the Agreement.
15. RELATIONSHIP OF THE PARTIES
Each party will act on their own behalf and for their own account. Neither party has the right to make any commitments binding the other party.
All notifications pertaining to the Agreement must be communicated in writing in Finnish. Notifications must be sent by private courier service, registered mail, fax or electronic mail to the contact persons specified by the parties, or to contact persons specified by a party at a later date in writing. Where a notification is sent by registered mail, it shall be presumed to have been received by the addressee within five days from the mailing date. Where a notification is sent by fax or electronic mail, it is presumed that it has been received the day after its sending provided that an acknowledgement on its arrival has been received. Where a notification is sent by private courier service, it shall be presumed that it has been received when it has been delivered to the recipient with an acknowledgement of receipt.
Both parties are obliged to notify the other party of any changes in their aforementioned contact information without delay.
17. GOVERNING LAW
This Agreement shall be governed by Finnish law with the exception of its conflict of laws rules. Any disputes arising out of this Agreement shall be resolved by the Helsinki District Court.