API License Agreement

PARCL LABS

API LICENSE AGREEMENT

Last Modified: 2/17/2023

This API LICENSE AGREEMENT (this “License Agreement”) is a binding contract between you (“User”) and Parcl Labs, LLC (“Company“). This License Agreement governs User’s access to and use of the Parcl Labs API application programming interface, and should be read in conjunction with the Privacy Policy (the “Privacy Policy”) and Terms of Use (the “Terms”) which are both incorporated into this License Agreement, in their entirety, by reference. As such, capitalized terms not defined herein have the meanings ascribed to them in the Privacy Policy and/or the Terms.

THE API IS CURRENTLY AN EARLY STAGE “BETA” VERSION. PLEASE SEE SECTION 9.8 FOR ADDITIONAL DETAILS.

BY CLICKING THE “ACCEPT AND CONTINUE” BUTTON BELOW USER (A) ACKNOWLEDGES THAT USER HAS READ AND UNDERSTANDS THIS AGREEMENT; (B) REPRESENTS AND WARRANTS THAT USER HAS THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT; AND (C) ACCEPTS THIS AGREEMENT AND AGREES THAT USER IS LEGALLY BOUND BY ITS TERMS. IF USER DORS NOT AGREE TO THESE TERMS, PLEASE SELECT THE “DECLINE” BUTTON BELOW. IF USER DOES NOT ACCEPT THESE TERMS, USER MAY NOT ACCESS OR USE THE API.

  1. Definitions

(a) “API” means the Parcl Labs API application programming interface and any API Documentation or other API materials made available by Company on its by Company on the Website.
(b) “API Documentation” means the API documentation described at https://docs.parcllabs.com/, as the same may be amended from time to time.
(c) “API Key” means the security key Company makes available for User to access the API.
(d) “Company Marks” means Company’s proprietary trademarks, trade names, branding, or logos made available for use in connection with the API pursuant to this License Agreement.
(e) “Company Offering” means Company’s API, Software, and Data Product described at https://docs.parcllabs.com/.
(f) “Intellectual Property Rights” means all United States and foreign: (i) patents, patent applications, utility models or statutory invention registrations (whether or not filed), and invention disclosures, together with all reissuances, continuations, continuations-in-part, divisions, supplementary protection certificates, extensions, renewals, and re-examinations thereof; (ii) trademarks, service marks (including common law marks), logos, designs, trade names, trade dress, domain names and business names and registrations and applications for registration thereof (whether or not filed) and the goodwill of the business associated with the foregoing; (iii) copyrights, whether registered or unregistered, and registrations and applications for registration thereof (whether or not filed) and other works of authorship, whether or not published; (iv) trade secrets, proprietary information, know-how, inventions, customer lists and information, supplier lists, manufacturer lists, manufacturing and production processes and techniques, blueprints, drawings, schematics, manuals, software, firmware and databases; (v) computer software (including source code and object code), data, data bases and documentation thereof; and (vi) moral rights relating to any of the foregoing.
(g) “User Applications” means any applications developed by User to interact with the API and/or all Company data.

  1. License Grants. Subject to and conditioned on User’s compliance with all terms and conditions set forth in this License Agreement, Company hereby grants User a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the term of this License Agreement to: (a) use the API solely for User’s internal business purposes in developing its User Applications that will communicate and interoperate with the Company Offering; and (b) display certain Company Marks in compliance with usage guidelines that Company may specify from time to time solely in connection with the use of the API and the User Applications. User acknowledges that there are no implied licenses granted under this License Agreement. Company reserves all rights that are not expressly granted. User may not use the API or any Company Mark for any other purpose without Company’s prior written consent. User must obtain an API Key through the registration process available at https://parcllabs.com to use and access the API. User may not share User’s API Key with any third party, must keep User’s API Key and all log-in information secure, and must use the API Key as User’s sole means of accessing the API. Company may revoke User’s API Key at any time and for any reason.

  2. Use Restrictions. Except as expressly authorized under this License Agreement, User may not:
    (a) copy, modify, or create derivative works of the API, in whole or in part;
    (b) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the API;
    (c) 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;
    (d) remove any proprietary notices from the API;
    (e) use the API in any way without giving proper attribution to Company as determined by Company in its sole discretion from time to time but in no case less than: “Source: Parcl Labs, LLC”;
    (f) use the API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Rights or other right of any person, or that violates any applicable law;
    (g) combine or integrate the API with any software, technology, services, or materials not authorized by Company;
    (h) store any Company data, including all data generated, collected, or otherwise accessed through the API, for more than 24 hours;
    (i) design or permit User Applications to disable, override, or otherwise interfere with any Company-implemented communications to end users, consent screens, user settings, alerts, warning, or the like;
    (j) use the API in any User Applications to replicate or attempt to replace the user experience of the Company Offering; or
    (k) attempt to cloak or conceal User’s identity or the identity of any User Applications when requesting authorization to use the API.
    User will comply with all terms and conditions of this License Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on https://parcllabs.com from time to time. In addition, User 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 U.S. embargo, 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, or items used for theft, hazardous materials, or any illegal activities.

  3. User Applications. User agrees to monitor the use of any User Applications for any activity that violates applicable laws, rules, and regulations or any terms and conditions of this License Agreement, including any fraudulent, inappropriate, or potentially harmful behavior, and promptly restrict any offending users of such User Applications from further use of the User Applications. User agrees to provide a resource for users of its User Applications to report abuse of its User Applications. As between User and Company, User is responsible for all acts and omissions of User’s end users in connection with any User Applications and their use of the API, if any. User agrees that User is solely responsible for posting any privacy notices and obtaining any consents from User’s end users required under applicable laws, rules, and regulations for their use of any User Applications. All use by User of the Company Marks, if any, will comply with any usage guidelines that Company may specify from time to time.

  4. No Support; Updates. This License Agreement does not entitle User to any support for the API. User acknowledges that Company may update or modify the API from time to time and at its sole discretion (in each instance, an “Update”), and may require User to obtain and use the most recent version of the API. An Update may adversely affect how User Applications communicate with the Company Offering. User is required to make any changes to the Applications that are required for integration as a result of such Update at User’s sole cost and expense. User’s continued use of the API following an Update constitutes binding acceptance of the Update.

  5. No Fees. User acknowledges and agrees that no license fees or other payments will be due under this License Agreement in exchange for the rights granted under this License Agreement. User acknowledges and agrees that this fee arrangement is made in consideration of the mutual covenants set forth in this License Agreement, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein. Notwithstanding the foregoing, Company reserves the right to charge User for access to, and use of, the API at any time without prior notice.

  6. Collection and Use of User’s Information. Company may collect certain information through the API or the Company Offering about User or any of User’s employees, contractors, agents, or end users. By accessing, using, and providing information to or through the API or the Company Offering, User consents to all Company’s collection and use of User’s information in accordance with the then-current version of Company’s Privacy Policy and data protection requirements, which can be found at https://parcllabs.com.

  7. Intellectual Property Ownership; Feedback. User acknowledges that, as between User and Company, (a) Company owns all right, title, and interest, including all Intellectual Property Rights, in and to the API, the Company Offering, and the Company Marks, and (b) User owns all right, title, and interest, including all Intellectual Property Rights, in and to its User Applications, excluding the aforementioned rights in Section 8(a). User shall use commercially reasonable efforts to safeguard the API and Company Marks (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. User will promptly notify Company if User becomes aware of any infringement of any Intellectual Property Rights in the API, the Company Offering, or the Company Marks, and will fully cooperate with Company in any legal action taken by Company to enforce its Intellectual Property Rights in and to the same. If User or any of User’s employees, contractors, or agents sends or transmits any communications or materials to Company 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. User hereby assigns to Company on User’s behalf, and on behalf of User’s employees, contractors, and agents, all right, title, and interest in, and Company is free to use, without any attribution or compensation to User or any third-party, any ideas, know-how, concepts, techniques, or other Intellectual Property Rights contained in the Feedback, for any purpose whatsoever. Company is not required to use any Feedback.

  8. Disclaimer of Warranties. THE API, THE COMPANY OFFERING, AND THE 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, THE COMPANY OFFERING, OR THE COMPANY MARKS OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET USER’S, OR ANY OTHER PERSON’S OR ENTITY’S, REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF USER’S, 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.

  9. Indemnification. User agrees to indemnify, defend, and hold harmless Company and its members, managers, officers, 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 attorneys’ fees, arising from or relating to: (a) User’s use or misuse of the API, Company Offering, or Company Marks; (b) User’s breach of this License Agreement; and (c) User Applications, including any end user’s use thereof. In the event Company seeks indemnification or defense from User under this provision, Company will promptly notify User in writing of the claim(s) brought against Company for which Company seeks indemnification or defense. Company reserves the right, at its option and in its sole discretion, to assume full control of the defense of claims with legal counsel of Company’s choice. User may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by Company or bind Company in any manner, without Company’s prior written consent.

  10. Limitations of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL COMPANY BE LIABLE TO USER OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR: (a) ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE API; OR (b) ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF $100.00 EVEN IF COMPANY HAS 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. ANY CLAIM USER MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN 90 DAYS AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.

  11. Beta Version Disclaimer. IN ADDITION TO THE DISCLAIMERS AND LIMITATIONS OF LIABILITY CONTAINED IN THIS AGREEMENT, USER ACKNOWLEDGES THAT IT IS BEING GIVEN ACCESS TO A “BETA” VERSION OF THE API AND THE COMPANY OFFERING AS PART OF THE BETA TESTING OF SAME BY COMPANY. BETA TESTING GENERALLY MEANS THAT A NON-FINAL VERSION OF A PRODUCT AND/OR SERVICE IS PROVIDED TO USERS OUTSIDE COMPANY DEVELOPING IT SO THAT IT CAN BE TESTED PRIOR TO COMMERCIAL RELEASE. THE BETA PRODUCT MAY RESEMBLE A FINISHED PRODUCT OR SERVICE, BUT IT IS STILL BEING DESIGNED, IMPLEMENTED, AND REFINED AS A USER USES IT. ACCORDINGLY, THE RISKS OF FAILURE ARE HEIGHTENED, AND THE API AND THE COMPANY OFFERING MAY NOT PERFORM AS INTENDED, OR AT ALL. BY PARTICIPATING IN THE BETA TESTING OF THE API AND THE COMPANY OFFERING, USER UNDERSTANDS THAT NEITHER HAVE BEEN FULLY DEVELOPED OR USED BY ANYONE AND USER HOLDS COMPANY HARMLESS AND FOREVER RELEASES ALL CLAIMS AGAINST COMPANY FOR USER’S USE OF THE API AND THE COMPANY OFFERING. USER UNDERSTANDS THE RISKS INVOLVED AND BARES ALL RESPONSIBILITY FOR USER’S INVOLVEMENT IN THE BETA AND USE OF THE API AND THE COMPANY OFFERING. ACCORDINGLY, USER AGREES TO HOLD COMPANY HARMLESS AND COVENANTS NOT TO SUE, FOR ANY REASON WHATSOEVER, TO THE FULLEST EXTENT PERMITTED BY LAW.

  12. Term and Termination. The term of this License Agreement commences when User accesses the API or acknowledge User’s acceptance of this License Agreement by clicking the “Accept and Continue” button, whichever is soonest, and will continue in effect until terminated as set forth in this Section. Company may terminate or suspend this License Agreement, any rights granted herein, and/or User’s licenses under this License Agreement, in Company’s sole discretion at any time and for any reason, with or without notice to User by revoking access to the API, the Company Offering, and the Company Marks. In addition, this License Agreement will terminate automatically without any notice if User violates any of the terms and conditions of this License Agreement. User may terminate this License Agreement at any time by ceasing User’s access to and use of the API and the Company Marks. Upon termination of this License Agreement for any reason all licenses and rights granted to User under this License Agreement will also terminate and User must cease using, destroy, and permanently erase from all devices and systems User directly or indirectly controls 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 License Agreement will survive termination. Termination will not limit any of Company’s rights or remedies at law or in equity.

  13. Export Regulation. The API may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. User will not, directly or indirectly, export, re-export, or release the API to, or make the API accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. User will comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the API available outside the US.

  14. US Government Rights. The API is a “commercial product” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if User is an agency of the US Government or any contractor thereof, User receives only those rights with respect to the API as are granted to all other end users under license, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government licensees and their contractors.

  15. Modifications. User acknowledges and agrees that Company has the right, in its sole discretion, to modify this License Agreement from time to time. User will be notified of modifications through notifications or posts on https://parcllabs.com. User will be responsible for reviewing and becoming familiar with any such modifications.

  16. Governing Law & Jurisdiction. These Terms are governed by the laws of the State of Wyoming, U.S.A. User hereby irrevocably consents to the exclusive jurisdiction and venue of the courts in Cheyenne, Wyoming, U.S.A. in all disputes arising out of or relating to the use of the Services not subject to the Arbitration Agreement set forth in Section 18.

  17. Dispute Resolution
    (a) Arbitration Agreement Generally. Please read the following arbitration agreement (“Arbitration Agreement”) carefully. It limits the manner in which User may seek relief from Company, is part of User’s contract with Company, and contains provisions concerning MANDATORY BINDING ARBITRATION AND WAIVER OF THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
    (b) Exceptions. Nothing in this License Agreement will be deemed to waive, preclude, or otherwise limit the right of either party to seek injunctive relief in a court of law in aid of arbitration or to file suit in a court of law to address an intellectual property infringement claim.
    (c) Applicability of Arbitration Agreement. In the interest of resolving disputes between Company and User in the most expedient and cost-effective manner, and except as set forth in Section 18(b), User and Company agree that every dispute arising in connection with this License Agreement that cannot be resolved informally, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, including any unresolved dispute, claim, interpretation, controversy, or issues of public policy arising out of or relating to this License Agreement, and the determination of the scope or applicability of this Section 18, will be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed to, all arbitration proceedings shall be held in English. This Arbitration Agreement applies to User and Company, and to any subsidiaries, Affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the License Agreement. This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of this License Agreement or any prior version of this License Agreement.
    (d) Arbitration Rules. Arbitration will be conducted under the Federal Arbitration Act and administered by the American Arbitration Association (“AAA”) under its Consumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Company.
    (e) Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the specific relief requested. A Notice to Company should be sent by certified U.S. Mail or by Federal Express (signature required) to:

Parcl Labs, LLC
Attn: Legal
30 E 23rd Street FL 5
New York New York 10010
United States

User must send a courtesy copy of a Notice to Company at [email protected] Company may send User a Notice by electronic mail. After the Notice is received, User and Company may attempt to resolve the claim or dispute informally. If User and Company do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing.
(f) Fees; Location. If User commences arbitration in accordance with these Terms, Company will reimburse User for User’s payment of the filing fee, unless User’s claim is for more than $75,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place in Denver, Colorado, or another location mutually agreed upon by the parties; provided, however, notwithstanding the foregoing, the parties shall endeavor, where possible, to cause the arbitration proceeding to be conducted: (i) solely on the basis of documents submitted to the arbitrator; or (ii) through a non-appearance-based telephone hearing or videoconference. If the arbitrator finds that either the substance of User’s claim or the relief sought in User’s arbitration demand is frivolous or brought for an improper purpose, in the arbitrator’s reasonable discretion, then the payment of all arbitration fees will be governed by the AAA Rules. In that case, User agrees to reimburse Company for all monies previously disbursed by Company that are otherwise User’s obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based.
(g) Enforcement. The Parties irrevocably submit to the exclusive jurisdiction of state or United States federal courts located in Cheyenne, Wyoming with respect to this section to compel arbitration, to confirm an arbitration award or order, or to handle court functions permitted under the Federal Arbitration Act. The Parties irrevocably waive defense of an inconvenient forum to the maintenance of any such action or other proceeding. The Parties may seek recognition and enforcement of any state court judgment confirming an arbitration award or order in any United States state court or any court outside the United States or its territories having jurisdiction with respect to recognition or enforcement of such judgment.
(h) Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between User and Company in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, USER AND COMPANY WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
(i) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS AGREEMENT, INCLUDING THE ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
(j) Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
(k) Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.

  1. General Terms. Additional terms governing this License Agreement can be found in Section 11 of the Terms.

  2. Conflict and Control. If any provision contained in this License Agreement conflicts with any provision in any the Privacy Policy or the Terms, the provision contained in this License Agreement shall govern and control.