API License Agreement
SECUREFENCE (BLOCKFENCE) API LICENSE AGREEMENT
This API Agreement (the “Agreement”) and the terms and conditions referenced hereunder are binding to the party or parties using the Application Programming Interface (the “API”) and establish conditions by which the party or parties may use and/or access the API Data, as defined below, via API. Please read this Agreement carefully, as it is a legally binding agreement.
In this Agreement, "we" "our" “us” or “Securefence” will refer collectively to Securefence Ltd. incorporated in the State of Israel, company number 516675287 with its registered address at 1 Pinhas Rosen, Herzliya, Israel and its affiliates. "you", "your" or “licensee” means any person or entity using the API. Unless otherwise stated, "Securefence Ltd."
By selecting the “API” option and completing the online subscription and/or sign-up process via a Distribution Portal you accept the terms of this Agreement and agree to be legally bound by thereby. If you are acting on behalf of a legal entity, then by clicking and selecting this optional servuce you confirm that you have the authority to do so.
This Agreement becomes effective as of the moment the API Services are provided, used, or accessed via the Website, until the end of the Subscription Period or an earlier termination ("Effective Date").
DEFINITIONS
“Application” shall mean the software applications or web applications used or developed by the licensee in connection with the API;
“Application Programming Interface” or “API” shall mean a set of functions and procedures allowing the creation of applications that access the features or data of an operating system, application, or other service. It can include, but is not limited to object code, software libraries, software tools, sample source code, published specifications, software development kits and the Documentation;
“API Data” shall mean all data included in and related to the provision of the Services, as sent or received by Securefence, as appropriate and as specified by the respective Subscription Plan or any other commercial or non-commercial information that is shared with the Licensee via the API;
“Documentation” shall mean Company’s API product documentation relating to the operation and use of the API and API Data, including technical program or interface documentation, user manuals, operating instructions and release notes as applicable, and as from time to time updated by Securefence Ltd. and are made available at https://api-docs.blockfence.io
“Fee” shall mean a monthly payment to be made by the Licensee to Securefence Ltd. for the access and use of the API and API Data as specified in this Agreement;
“API Client” shall mean the unique Application configuration (including API keys) generated through the Distribution Portal;
“Services” shall mean a provision of API and API Data as described in this Agreement and the Documentation.
“Subscription Period” shall mean the initial period of time for which you wish to be licensed to have access to the API and API data. Where on the Distribution Portal you see “monthly” this will be a period of one month commencing on the Commencement Date;
“API Calls” shall mean any communication from any Application, or any server used to route data from the API;
“Subscription Plan” shall mean the option you select on the Website and Distribution Portal in respect of:
the API Data (or subset thereof) that you wish to have access to;
the Subscription Period;
the limitations imposed by Securefence Ltd. in respect of your access to API Data (which include a limitation on the number of permitted API Calls or the amount of data which can be accessed); and
your chosen method and timing of payment;
“Privacy Policy” shall mean the Privacy Policy located at https://blockfence.io/privacy-policy
“Distribution Portal” shall mean our Website and/or any partner portal used to distribute the API and/or generate API keys.
“Commencement Date” shall mean the date on which you pay the Fees in respect of the applicable Subscription Plan;
“Website” shall mean the internet website operated by Securefence Ltd., as available at https://blockfence.io.
“Term” shall mean the period from the Commencement Date until such time as this Agreement expires or is terminated in accordance with this Agreement.
LICENSE AND RESTRICTIONS
Subject to your full compliance with this Agreement and Documentation, Securefence Ltd. hereby grants to you a limited, non-exclusive, non-sublicensable, non-transferable license for the Term to use the API for the purposes of accessing and using of the API Data as you have selected in the applicable Subscription Plan and only to extent permitted by this Agreement.
You may do the following under this API License:
In the case of a free Subscription Plan, to use the API solely for the purpose of your personal and/or internal use, which works in conjunction with the API;
to distribute or allow access to the Licensee’s integration of the APIs within the Application to end users of the Application; and
to display the data received from the API within the Application
We may revoke this license at any time for any reason at our sole discretion. If we revoke this license, we will provide a 30 days notice prior to such revocation. We may revoke the license without notice for good cause, in particular, if you commit a material breach of this Agreement or any applicable laws.
We may also limit or suspend API calls from your Application if we determine that the number of API calls to the Services is excessive or you are violating this Agreement.
You shall not use the API or any API Data:
in connection with or promotion of any criminal activities, fraud, terrorism or other illegal acts or for any unlawful purposes under any applicable laws;
in any way which is abusive, harmful, threatening or defamatory or in ways which may cause damage to Securefence Ltd.;
in any way that could be harmful to Securefence Ltd.’s systems or any API Data, systems or data of any third party (including uploading any material that otherwise contains a virus or other malicious code);
in any way which may infringe the intellectual property rights or other rights of any third party;
to access or use or permit any third party to access or use the API or any API Data other than as expressly permitted in this Agreement and not in any way that is contrary to any restriction set out in this Agreement;
in a manner that, as determined by Securefence Ltd. in its sole discretion on the basis of your Subscription Plan, exceeds API Calls volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of the terms of this Agreement or Documentation;
to access and/or use the API in order to build a similar or competitive product to any product that is offered by Securefence Ltd.;
place links that intentionally or unintentionally mislead the customers of Securefence Ltd.;
misrepresent the API, API Data or other services of Securefence Ltd.;
copy the API (or any part thereof), except and only by the express written consent of Securefence Ltd.;
interfere with, decompile, observe, study or test the functioning of the API, except and only with the express written consent of Securefence Ltd.
OTHER RIGHTS AND LIMITATIONS
You shall have no right to any source code for any of the software in the API, except for the explicit rights to use the source code as provided to you hereunder. You may not reverse engineer, decompile, modify, disassemble or otherwise alter the API or any part thereof or otherwise reduce the API to human-perceivable form in whole or in part, except and only to the extent that such activity is expressly permitted by this Agreement or applicable laws.
You acknowledge that effective utilization of the API may require the use of third party software. You are solely responsible for procuring such third party software and technology and the necessary licenses for the use thereof. We make no representation or warranty concerning such third party software and we shall have no obligation or liability with respect to third party software.
All rights not expressly granted are reserved by Securefence Ltd. and, except as expressly set forth herein, no license is granted by Securefence Ltd. under this Agreement directly, by implication, estoppel or otherwise, under any patent, copyright, trade secret or trademark or other intellectual property rights of Securefence Ltd.. Nothing herein shall be deemed to authorize you to use Securefence Ltd.’s trademarks or trade names in Licensee’s Application, advertising, marketing, promotional, sales or related materials. Securefence Ltd. reserves all rights not otherwise expressly granted by this Agreement.
API LIMITS
Securefence Ltd. will set and enforce limits on your use of the API (limiting the number of API Calls permitted) according to the Subscription Plan. You agree to and will not attempt to circumvent such limitations as established by the respective Subscription Plan. If you would like to use the API beyond established limits, you must purchase a new Subscription Plan or obtain our express prior consent (and Securefence Ltd. may decline such request or require from you acceptance of the additional terms and/or charges for that use). You can contact us at [email protected].
FEEDBACK
If you provide any feedback (including but not limited to identifying potential errors and improvements) to Securefence Ltd. concerning the API or API Data, you hereby assign to Securefence Ltd. all right, title, and interest in and to such feedback, and Securefence Ltd. is free to use, reproduce, disclose, and otherwise exploit such feedback without attribution, payment or restriction, including to improve the API and to create other products and services.
CONTENT AND INTELLECTUAL PROPERTY OWNERSHIP
Securefence Ltd. or its licensors shall own and retain all proprietary rights, including without limitation all patent, copyright, trade secret, trademark, database rights and other intellectual property rights, in and to the API, API Data, Documentation, Website and any corrections, bug fixes, enhancements, updates, improvements, or modifications thereto and Licensee hereby irrevocably transfers, conveys and assigns to Securefence Ltd. all of its right, title, and interest therein. Securefence Ltd. shall have the exclusive right to apply for or register any patents, mask work rights, copyrights, and such other proprietary protections with respect thereto. Licensee acknowledges that the license granted under this Agreement does not provide Licensee with title or ownership to the API, but only a right of limited use under the terms of this Agreement.
SECURITY
YOU AGREE THAT WE MAY MONITOR YOUR USE OF API TO ENSURE QUALITY, IMPROVE THE API, AND VERIFY YOUR COMPLIANCE WITH THIS AGREEMENT. This monitoring may include us accessing and using your Application in order to identify security issues that could affect us. You will not interfere with such monitoring. We may suspend access to the API by you or your Application without any notice if we reasonably believe that you are in violation of the terms of this Agreement.
NO FINANCIAL ADVICE
The data provided through the API is provided for information purposes only. Securefence Ltd. is not a financial advisor. Licensee or Licensee’s customers should consult their financial advisors before making financial decisions based upon the API Data. Licensee’s and Licensee’s customer’s use of API Data is at their own risk. Any use of the API Data is voluntary and such users assume all risks associated with such activities.
DISCLAIMER OF WARRANTIES
The API and the API Data is provided on an “as is” basis and Securefence Ltd. does not warrant that:
the API or API Data will be free of bugs or errors or that the supply will be free from interruption;
the API or API Data will run on the Licensee’s systems or hardware and the Licensee acknowledges that this is the Licensee’s responsibility;
the API, API Data or Documentation are complete, reliable, useful, fit for purpose or timely.
SECUREFENCE LTD. MAKES NO WARRANTY REGARDING THE RESULTS OF THE USE OF THE API AND THE DOCUMENTATION.
LIMITATION OF LIABILITY
To the fullest extent permitted by applicable law, you expressly understand that in no event will Securefence Ltd., its respective shareholders, members, directors, officers, employees, attorneys, agents, representatives, contractors be liable to the Licensee or the Licensee's customers or any other person for ANY LOST PROFITS, PUNITIVE, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA, INFORMATION, REVENUE, PROFITS OR OTHER BUSINESSES OR FINANCIAL BENEFITS) IN CONNECTION WITH OR ARISING OUT OF THE USE OF API AND/OR API DATA, ANY PERFORMANCE OR NON-PERFORMANCE OF THE API, APPLICATION OR ANY OF THE SERVICES TO BE PERFORMED BY SECUREFENCE.
IF YOU ARE DISSATISFIED WITH THE API, API DATA, THE DOCUMENTATION, OR WITH THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE API.
SECUREFENCE LTD. SHALL IN NO INSTANCE BE LIABLE TOWARDS YOUR CUSTOMERS OR ANY THIRD PARTIES IN CONNECTION WITH YOUR USE OF THE SERVICES.
If the liability cannot be excluded under applicable law, the total liability for any claims arising from or relating to the Services is limited to the amount of revenue that Securefence Ltd. has received from you in the 12 months before the date of your written notice of the claim.
PAYMENT AND FEES
If required, you shall pay Securefence Ltd. the Fees in advance in accordance with the applicable Subscription Plan available on the Website and/or Distribution Platform.
If you fail to pay any of the Fees when due, we retain the right, at our sole discretion, to suspend your access to the API Data until the time such Fees have been paid by you.
You acknowledge that Securefence Ltd. shall be entitled to use such third parties, similar to Distribution Platform, as it sees fit, to facilitate the API distribution, payment, or collection of any Fees and/or any applicable taxes.
You are solely responsible for choosing your country of residence and selecting it appropriately at the time of the purchase.
All fees shall be non-refundable (subject to 12.8 and 12.9), and payable in US dollars or other specified currency on the date they come due. Fees will be payable in the manner specified by Securefence Ltd.
The fees can also be paid in virtual currency with the prior agreement of Securefence Ltd.
You may also be required to account for VAT, sales and other applicable taxes, all of which shall be payable by you in addition to the Fees and at the rate and in the manner for the time being prescribed by law and rules of your country.
Securefence Ltd. reserves the right to increase the Fees for the corresponding Subscription Plans by informing the Licensee in writing at least 30 days before the increase. If the Licensee does not want to be bound by the new Fees, the Licensee shall have the right to terminate this Agreement and cease to use the API as specified in this Agreement.
If Securefence Ltd. revokes your license or terminates provision of the Services without a cause, Securefence Ltd. shall reimburse you for the amounts received from you proportionally to the remaining term of the Subscription Period. You shall not be entitled to reimbursement if the Agreement is terminated due to your breach of this Agreement or any applicable laws.
TERM
This Agreement is effective as of the start of use of the API by the Licensee and shall remain in force, unless earlier terminated in accordance with the terms hereunder.
Securefence Ltd. may terminate this Agreement at any time upon advance notice for any reason. Securefence Ltd. may also terminate this Agreement without prior notice to you with good cause, in particular if you commit a material breach of this Agreement or violate any applicable laws. Without limiting the foregoing, Securefence Ltd. may terminate your right to use the API if you breach the terms of this Agreement or any documents incorporated by reference in this Agreement.
Upon termination, you shall immediately cease using the API, API Data, and the Documentation and you agree to destroy all adaptations or copies of the API and Documentation or return them to Securefence Ltd. upon the termination of this License.
GOVERNING LAW AND JURISDICTION
This Agreement shall be governed by and constructed in accordance with the laws of the State of Israel. You agree that any cause of action arising under this Agreement shall be brought exclusively in the competent court of the State of Israel.
FINAL PROVISIONS
Securefence Ltd. reserves the right, at its sole discretion, to modify or replace the terms of this Agreement at any time. If a revision is material, Securefence Ltd. will provide at least 30 days’ notice prior to any new terms taking effect. The continued use of the API after the end of the notification period will constitute an acceptance of the revised Agreement and/or Terms of Use. What constitutes a material change is determined at Securefence Ltd.’s sole discretion.
The relationship between Securefence Ltd. and you shall be that of any independent service provider and the recipient of services, and nothing in this Agreement shall be constructed to constitute the parties as principal and agent, employer and employee, joint venture or otherwise as participants in a joint undertaking, or legal representative of each other, or to allow parties to create or assume any obligation on behalf of the other. Should any provision of this Agreement be or become wholly or partly ineffective or unenforceable, this shall not affect the validity of the remaining provisions of this Agreement.
If we do not take action immediately in connection with your breach of this Agreement or any applicable laws, this does not constitute a waiver of these rights. Securefence Ltd. reserves the right to take any appropriate legal or other actions in the future.
YOU HEREBY AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND THE CONDITIONS HEREOF.
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