API License Agreement
IMPORTANT - READ THIS CAREFULLY BEFORE INSTALLING, USING OR ELECTRONICALLY
ACCESSING THIS PROPRIETARY PRODUCT. THIS API LICENSE AGREEMENT ("AGREEMENT") IS
A LEGAL AGREEMENT BETWEEN 60EAST TECHNOLOGIES, INC. ("60EAST") AND THE BUSINESS
ENTITY ON WHOSE BEHALF YOU ("YOU") ARE ACTING ("CUSTOMER") AS THE END USER OF
THE 60EAST CLIENT APPLICATION PROGRAMING INTERFACE SOFTWARE CODE ACCOMPANYING
THIS AGREEMENT, WHICH INCLUDES OBJECT CODE AND SOURCE CODE AND MAY INCLUDE
ASSOCIATED MEDIA, PRINTED MATERIALS AND DOCUMENTATION (COLLECTIVELY, THE "CLIENT
API"). THE CLIENT API ALSO INCLUDES ANY UPDATES OR UPGRADES TO OR NEW VERSIONS
OF THE ORIGINAL CLIENT API, IF AND WHEN MADE AVAILABLE TO YOU BY 60EAST.
YOU AGREE THAT YOU ARE AN EMPLOYEE OR AGENT OF CUSTOMER AND ARE ENTERING INTO
THIS AGREEMENT TO USE THE CLIENT API FOR CUSTOMER'S OWN BUSINESS PURPOSES. YOU
HEREBY AGREE THAT YOU ENTER INTO THIS AGREEMENT ON BEHALF OF CUSTOMER AND THAT
YOU HAVE THE AUTHORITY TO BIND CUSTOMER TO THE TERMS AND CONDITIONS OF THIS
60EAST IS WILLING TO LICENSE THE CLIENT API TO CUSTOMER ONLY ON THE CONDITION
THAT YOU ACCEPT ALL OF THE TERMS IN THIS AGREEMENT. IF YOU ARE ACCESSING THE
CLIENT API ELECTRONICALLY AND YOU AGREE TO THE TERMS OF THIS AGREEMENT, SELECT
THE "I AGREE", "I ACCEPT", OR "YES" BUTTON BENEATH THIS AGREEMENT TO COMPLETE
YOUR ACCESS TO THE CLIENT API. BY INSTALLING, DOWNLOADING, CONFIGURING,
ACCESSING, OR OTHERWISE USING THE CLIENT API, INCLUDING ANY UPDATES, UPGRADES,
OR NEWER VERSIONS, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND
THIS AGREEMENT, AND THAT CUSTOMER AGREES TO BE BOUND BY ALL OF THE TERMS OF
1. License Grant. Subject to the terms of this Agreement, 60East grants to
Customer, during the Term, a limited, revocable, non-exclusive,
non-transferable, non-sublicensable license to install and use the Client API
solely to (a) download and integrate "package manager" sites from development
environments into a Customer application and (b) enable a Customer application
to interact with 60East's AMPS Software ("AMPS") solely for Customer's own
internal business purpose in accordance with the Client API documentation and
other terms and conditions of this Agreement. Customer may make a reasonable
number of copies of the Client API solely for the purpose of interacting with
AMPS for Customer's internal business purposes.
2. Restrictions on Use. Customer is responsible for all activities that occur
in connection with the Client API. Customer acknowledges that the Client API
and the structure, organization, and source code thereof constitute valuable
trade secrets of 60East. Accordingly, except as expressly permitted in
Section 1 or as otherwise authorized by 60East in writing, Customer will not,
and will not permit any third party to (a) modify, adapt, alter, translate, or
create derivative works from the Client API; (b) sublicense, lease, rent, loan,
sell, distribute, make available or otherwise transfer the Client API to any
third party; (c) reverse engineer, decompile, disassemble, or otherwise attempt
to derive the source code for the Client API; or (d) otherwise use or copy the
Client API except as expressly allowed under Section 1 above. Customer may not
disclose to third parties or through publication the results of
performance/benchmark tests run on the Client API without the prior written
consent of 60East.
3. Delivery and Acceptance. The Client API will be delivered electronically
pursuant to 60East standard download procedures. The Client API is deemed
accepted upon delivery.
4. Ownership. As between the parties, the Client API and all modifications and
improvements to the Client API, and all worldwide intellectual property rights
and proprietary rights relating thereto or embodied therein, are the exclusive
property of 60East and its suppliers. 60East and its suppliers reserve all
rights in and to the Client API not expressly granted to Customer in Section 1,
and no other licenses or rights are granted by implication, estoppel or
5. Implementation and Support. 60East has no obligation under this Agreement to
provide any support or consultation concerning the Client API; provided,
however, 60East may, in its sole discretion, provide Customer with certain
support and consultation free of charge to assist in the permitted activities of
Customer under this Agreement. The furnishing of such support or consultation
will not subject 60East to any liability, whether in contract, tort or
otherwise. Customer is responsible for providing all applicable hardware and
any third party software or required installation and configuration services
required for the operation of the Client API. Any third party software license
agreements will be agreed to by Customer and the applicable third party software
6. Term and Termination. This Agreement is effective upon acceptance by
Customer and shall continue until terminated in accordance with this Agreement.
Customer may terminate this Agreement at any time by destroying the Client API
and notifying 60East at: firstname.lastname@example.org. If Customer breaches any
provision of this Agreement, this Agreement will automatically terminate. The
provisions of Sections 2, 4, 6, 7, 8, 9, 10, 11, and 12 shall survive
termination or expiration of this Agreement for any reason.
7. Confidentiality. 60East may disclose certain information regarding the
business of 60East and its suppliers, including the Client API and technical,
marketing, financial, employee, planning, and other confidential or proprietary
information of 60East or its suppliers ("Confidential Information"). Any
information that Customer knew or should have known, under the circumstances,
was considered confidential or proprietary by 60East will be considered
Confidential Information. Customer agrees (a) not to disclose Confidential
information to any persons outside its organization, except to its consultants
or agents who agree in writing to protect such Confidential information as
required herein; and (b) to use the Confidential information only for the
purpose of using the Client API as permitted by this Agreement.
8. Disclaimer. CUSTOMER ACKNOWLEDGES AND AGREES THAT CUSTOMER'S USE OF THE
CLIENT API IS ENTIRELY AT ITS OWN RISK AND THE CLIENT API PROVIDED BY 60EAST TO
CUSTOMER IS PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND WHATSOEVER.
60EAST, ON BEHALF OF ITSELF AND ITS SUPPLIERS, HEREBY EXPRESSLY DISCLAIMS ALL
WARRANTIES WITH REGARD TO THE CLIENT API, WHETHER EXPRESS, IMPLIED, STATUTORY OR
OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE NON-INFRINGEMENT AND
ANY WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE. TO THE
EXTENT THAT, AS A MATTER OF APPLICABLE LAW, ANY IMPLIED OR STATUTORY WARRANTY
MAY NOT BE DISCLAIMED, THE DURATION AND SCOPE OF SUCH WARRANTY SHALL BE THE
MINIMUM PERMISSIBLE UNDER SUCH APPLICABLE LAW.
9. Limitation of Liability. IN NO EVENT WILL 60EAST BE LIABLE FOR ANY
CONSEQUENTIAL, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL OR INCIDENTAL DAMAGES,
INCLUDING ANY LOST DATA AND LOST PROFITS, ARISING FROM OR RELATING TO THE CLIENT
API OR THIS AGREEMENT, EVEN IF 60EAST HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. 60EAST'S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THIS
AGREEMENT AND THE CLIENT API, WHETHER IN CONTRACT OR TORT OR OTHERWISE, WILL NOT
EXCEED $1000. CUSTOMER ACKNOWLEDGES THAT THIS PROVISION REFLECTS THE AGREED UPON
ALLOCATION OF RISK FOR THIS AGREEMENT AND THAT 60EAST WOULD NOT ENTER INTO THIS
AGREEMENT WITHOUT THESE LIMITATIONS ON ITS LIABILITY.
10. Compliance with Laws. Customer shall comply with all laws, regulations,
rules, ordinances and orders applicable to its use of the Client API. Without
limiting the foregoing, Customer shall comply with the relevant export
administration and control laws and regulations, as may be amended from time to
time, including, without limitation, the United States Export Administration
Act, to ensure that the Client API is not shipped, transferred or exported
(directly or indirectly) in violation of U.S. law.
11. U.S. Government End Users. The Client API is a "commercial item" 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. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through
227.7202-4, all U.S. Government end users acquire the Client API with only those
rights set forth therein.
12. Miscellaneous. Customer may not assign or delegate, directly or indirectly,
by operation of law or otherwise, this Agreement or any of its rights or
obligations under this Agreement (including the license rights granted to
Customer to the Client API) to any third party. Any attempted assignment or
transfer in violation of the foregoing will be null and void and of no effect.
This Agreement will be subject to and governed by the laws of the State of
Nevada and the United States of America without regard for its conflicts of law
principles that would require application of the laws of a different state or
country. The federal and state courts for Clark County Nevada shall have
jurisdiction over any disputes, claims or controversies arising out of or
relating to this Agreement, and Customer hereby irrevocably waives any objection
to the jurisdiction of such courts over any such dispute, claim or controversy.
All modifications, waivers and amendments must be in writing and signed by both
parties. Any waiver or failure to enforce any provision of this Agreement on one
occasion will not be deemed a waiver of any other provision or of such provision
on any other occasion. If any provision of this Agreement is held by a court of
competent jurisdiction to be unenforceable for any reason, the remaining
provisions hereof shall be unaffected and continue in full force and effect.
This Agreement constitutes the entire agreement between the parties regarding
the subject hereof and supersedes all prior or contemporaneous agreements,
understandings and communications, whether written or oral.