Application Programming Interfaces License Agreement (this
is a legal and binding contract between Highend Technologies LLC, a
Saint Vincent and the Grenadines limited liability company with
Limited Liability Company Number 852 LLC 2021, its successors and
assigns (hereinafter "
and the party or parties using the API (the "
By installing, downloading, copying, or otherwise using the
Application Programming Interface (“
you agree to be and will be bound by the terms of this Agreement as a
condition of your license. If you do not agree to the terms of this
Agreement, you shall not use the API.
terms used in this Agreement shall have the same meanings as in the
except as otherwise provided herein.
shall mean the software applications or web applications used or
developed by the Licensee in connection with the API.
shall mean Zignaly’s application programming interfaces and their
associated tools including but not limited to object code, software
libraries, software tools, sample source code, published
specifications, software development kits (“SDKs”) and the
shall include, without limitation, programmer guides, CDs, manuals,
materials, and information appropriate or necessary for use in
connection with the API.
shall include, without limitation, development tools, compilers and
other software and technology of third parties.
this Agreement, unless the context otherwise requires
importing the singular include the plural and vice versa;
importing a gender include both gender and the neuter;
importing persons include companies, associations and bodies of
persons whether corporate or not;
words: “may” shall be construed as permissive; “shall” or
“will” shall be construed as imperative;
term “include” or “includes” means includes, without
limitation, and “including” means including, without limitation;
terms “hereof”, “herein” and “hereunder” refer to the
Agreement as a whole and not to any particular provision of this
headings contained in this Agreement are for reference purposes
only, and shall not affect in any way the meaning or interpretation
of the Agreement.
Grant of License.
Subject to the terms of this Agreement, Zignaly hereby grants the
Licensee a limited, non-exclusive, non-sublicensable,
non-transferable, non-assignable, royalty-free license under
Zignaly’s intellectual property rights during the term of this
Agreement (i) to use the API solely for the purpose of Licensee’s
internal development efforts to develop Applications to work in
conjunction with the Services referenced in the API; (ii) to
distribute or allow access to Licensee’s integration of the APIs
within the Application to end users of the Application; and (iii) to
display the data received from the APIs within the Application.
Revocation of License
We may revoke this license at any time for any reason at our sole
discretion. We may also limit or suspend API calls from your
Application if we determine in our sole discretion the number of API
calls to the Services is excessive or you are violating this
You shall not:
or provide the APIs to any person or entity other than to Licensee’s
employees or independent contractors who are individuals, provided
(i) such persons enter into an agreement with Licensee at least as
protective of Zignaly’s rights as this Agreement, and (ii)
Licensee hereby agree to be responsible for, and liable to Zignaly
for, any breaches of such agreements by Licensee’s independent
the APIs for any illegal, unauthorized or otherwise improper
purposes, or in any manner which would violate this Agreement or the
Documentation, or breach any laws or regulations, or violate the
rights of third parties;
any legal, copyright, trademark or other proprietary rights notices
contained in or on materials Licensee receive or access pursuant to
this Agreement, including but not limited to, the APIs and the
distribute, license (whether or not through multiple tiers),
transfer or otherwise provide or make the API available to any third
into the Services any viruses, worms, Trojan horses, backdoors, or
other malicious code through the Application or otherwise;
with or disrupt the Services, or servers or networks connected to
the Services, or disobey any requirements, procedures, policies or
regulations of networks connected to the Services;
the APIs in a manner that, as determined by Zignaly in its sole
discretion, exceeds reasonable request volume, constitutes excessive
or abusive usage, or otherwise fails to comply or is inconsistent
with any part of the Documentation;
to derive the source code or object code for the Services or any
component thereof, including by reverse engineering, decompiling,
disassembling, or similar means;
your Application to interfere with or attempt to interfere with or
disrupt the integrity, security, functionality, or proper working of
the Services; or
and/or use the Services and API in order to build a similar or
Facility Agreement, and all laws that apply to you with respect to
your use of the API or the Services.
RIGHTS AND LIMITATIONS
You may copy the API only as necessary to exercise your rights
No Reverse Engineering.
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.
Third Party Software
You acknowledge that effective utilisation 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
Third Party Software and we shall have no obligation or liability
with respect to Third Party Software.
No right is granted to Licensee to sublicense its rights hereunder.
All rights not expressly granted are reserved by Zignaly and, except
as expressly set forth herein, no license is granted by Zignaly under
this Agreement directly, by implication, estoppel or otherwise, under
any patent, copyright, trade secret or trademark or other
intellectual property rights of Zignaly. Nothing herein shall be
deemed to authorize Licensee to use Zignaly’s trademarks or trade
names in Licensee’s Application, advertising, marketing,
promotional, sales or related materials. Zignaly reserves all rights
not otherwise expressly granted in this Agreement.
No assertion by Licensee.
Licensee agrees not to assert any patent rights or other intellectual
property rights related to the API or applications developed using
the API against Zignaly, Zignaly Entities, Zignaly’s Affiliated
Entities, distributors, Licensees, or other licensees of the API for
making, using, selling, offering for sale, or importing any products
or technology developed using the API.
Zignaly or its licensors shall own and retain all proprietary rights,
including all patent, copyright, trade secret, trademark and other
intellectual property rights, in and to the API and any corrections,
bug fixes, enhancements, updates, improvements, or modifications
thereto and Licensee hereby irrevocably transfers, conveys and
assigns to Zignaly all of its right, title, and interest therein.
Zignaly 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 and conditions of this Agreement.
Licensee grants Zignaly a worldwide, non-exclusive, non-assignable
and non-transferable licence to display the Licensee trade names,
trade marks, service marks, logos and domain names to promote or
advertise your use of the API. We may, without your consent, publicly
refer to you, orally or in writing, as a licensee of the API. We may
also publish your name and logo on our Services, in press releases,
and in promotional materials without additional consent or notice to
agrees to report to Zignaly any errors or difficulties discovered and
the characteristic conditions and symptoms of such errors and
difficulties. Zignaly is in no way obligated to provide Licensee
with any error correction or support, but may provide whatever error
correction and/or support services Zignaly may determine in its sole
discretion (and anything it provides in connection therewith will be
deemed part of the API). Nothing herein shall be construed to require
Zignaly to provide support services or updates, upgrades, bug fixes
or modifications to the API.
API (including, without limitation, all improvement, derivatives,
modifications and the like) constitutes Zignaly’s confidential
Licensee hereby agrees (i) to hold the Confidential Information in
confidence and to take reasonable precautions to protect such
Confidential Information (including, without limitation, all
precautions the Licensee employs with respect to its own confidential
materials), (ii) not to divulge any Confidential Information to any
third person (except consultants, subject to the conditions stated
below), (iii) not to use any Confidential Information except for the
purposes set forth in this Agreement, and (iv) not to copy or reverse
engineer any Confidential Information. Any employee or consultant
given access to the Confidential Information must have a legitimate
“need to know” and shall be similarly bound in writing. Licensee
acknowledges and agrees that due to the unique nature of Zignaly’s
Confidential Information, there can be no adequate remedy at law for
any breach of its obligations hereunder and therefore, that upon any
such breach or any threat thereof, Zignaly shall be entitled to
appropriate equitable relief in addition to whatever remedies it
might have at law.
The effective date of this Agreement is the start of use of the API
by the Licensee.
This Agreement shall terminate automatically if the Licensee fails to
comply with any of the terms and conditions of this Agreement and the
Licensee shall be liable to Zignaly, the Zignaly Entities and its
suppliers for damages or losses caused by its non-compliance.
Either party shall have the right to terminate the Agreement,
a ten (10) days written notice
to the other party.
Documentation and Copies.
Upon termination of this Agreement, Licensee will immediately cease
using the Documentation, and Licensee agrees to destroy all
adaptations or copies of the API and Documentation or return them to
Zignaly upon termination of this License.
Zignaly shall have the right to audit the Licensee use of the API in
conjunction with this Agreement, and the Licensee shall provide
reasonable assistance for this purpose.
Zignaly rights and Licensee obligations contained in this Agreement
survive any expiration or termination of this Agreement.
Licensee acknowledges that the API, and any services are provided “AS
IS” without warranty of any kind.
AND ITS LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES RELATING TO THE
API OR THE SERVICES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED
TO, ANY WARRANTIES AGAINST INFRINGEMENT OF THIRD-PARTY RIGHTS,
SATISFACTORY QUALITY, CORRESPONDENCE WITH DESCRIPTION,
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. NO ADVICE OR
INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ZIGNALY OR
THROUGH OR FROM THE API OR THE DOCUMENTATION SHALL CREATE ANY
WARRANTY. ZIGNALY DOES NOT WARRANT THAT THE API AND DOCUMENTATION ARE
SUITABLE FOR LICENSEE’S USE, THAT THE API OR DOCUMENTATION ARE
WITHOUT DEFECT OR ERROR, THAT OPERATION WILL BE UNINTERRUPTED, OR
THAT DEFECTS WILL BE CORRECTED. ZIGNALY MAKES NO WARRANTY REGARDING
THE RESULTS OF THE USE OF THE API AND DOCUMENTATION.
agree to indemnify and hold Zignaly, its subsidiaries, affiliates,
agents, employees, agents, successors and assigns ("
harmless from and against any and all liabilities, losses, damages,
costs and expenses, including attorney’s fees, incurred by any of
Zignaly Entities arising out of of your use of the API, your
connection to the API, or your violation of the Agreement.
Entities reserve the right to exercise sole control over the defense,
at your expense, of any claim subject to indemnification under this
THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, YOU EXPRESSLY
UNDERSTAND AND AGREE THAT IN NO EVENT WILL ZIGNALY ENTITIES AND THEIR
RESPECTIVE SHAREHOLDERS, MEMBERS, DIRECTORS, OFFICERS, EMPLOYEES,
ATTORNEYS, AGENTS, REPRESENTATIVES, SUPPLIERS OR CONTRACTORS BE
LIABLE FOR ANY INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL
OR SIMILAR DAMAGES OR LIABILITIES WHATSOEVER (INCLUDING, WITHOUT
LIMITATION, DAMAGES FOR LOSS OF DATA, INFORMATION, REVENUE, PROFITS
OR OTHER BUSINESSES OR FINANCIAL BENEFITS) ARISING OUT OF OR RELATING
TO THE USE OR THE INABILITY TO USE THE API, ANY PERFORMANCE OR
NON-PERFORMANCE OF THE API OR THE SERVICES, APPLICATION, ANY THIRD
PARTY SOFTWARE, ITS CONTENT OR FUNCTIONALITY, WHETHER UNDER
CONTRACT, STATUTE, STRICT LIABILITY OR OTHER THEORY EVEN IF THE
ZIGNALY ENTITIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH
YOU ARE DISSATISFIED WITH THE API, THE DOCUMENTATION, ANY PORTION OF
THE SERVICES OR WITH THIS AGREEMENT, YOUR SOLE AND EXCLUSIVE REMEDY
IS TO DISCONTINUE USE OF THE API AND/OR THE SERVICES.
time to time, Zignaly may fail to require or strictly enforce
compliance with relation to any provision in this Agreement. Zignaly
may also fail to exercise any or all of its rights empowered herein.
Any such failure shall not be construed as a waiver or relinquishment
of Zignaly's right to assert or rely upon any such provision or right
in that or in any other instance. If applicable, an express waiver
given by Zignaly of any condition, provision, or requirement of this
Agreement shall not constitute a waiver of any future obligation to
comply with such condition, provision or requirement.
LAW AND JURISDICTION
Agreement shall be interpreted by the English law without giving
effect to any conflict of laws principles that may provide for the
application of the law of another jurisdiction.
agree to submit any Dispute (as defined below) to arbitration in
accordance with the terms of Section 13. To the extent that the
agreement to arbitrate is ineffective or void, you agree to submit to
the exclusive jurisdiction of the courts of England.
dispute, claim, suit, action, cause of action, demand, or proceeding
arising out of or related to this Agreement (any "Dispute")
that is not settled by you and Zignaly within 30 days from the date
that either party notifies the other party in writing of the Dispute
shall be referred to and finally settled by arbitration. Further, the
parties hereby agree that:
attempt informal resolution prior to any demand for arbitration for
at least 30 days before initiating any arbitration or court
proceeding. Such informal negotiations commence upon receipt of
written notice from you. If we cannot resolve the dispute on an
informal basis, you and we agree that any dispute arising under this
Agreement shall be finally settled in binding arbitration, on an
any dispute, controversy or claim arising out of or relating to the
Terms, or the breach, termination or invalidity thereof, shall be
settled by arbitration in accordance with the London International
Arbitration Centre (“IAC”) rules;
the number of arbitrators shall be one;
the place of arbitration shall be the IAC, unless the Parties agree
the language to be used in the arbitral proceedings shall be
the courts in Saint Vincent and the Grenadines have non-exclusive
jurisdiction over any appeals of an arbitration award and over any
suit between the parties not subject to arbitration;
the arbitrator has the authority to grant any remedy that would
otherwise be available in court; and
the parties shall split the costs and expenses of any arbitration
and bear their own legal costs and expenses.
OF CLASS ACTION RIGHTS AND CLASS WIDE ARBITRATION
and Zignaly agree that any claims relating to this Agreement or to
your relationship with Zignaly as a Licensee of the API (whether
based in contract, tort, statute, fraud, misrepresentation, or any
other legal theory, and whether the claims arise during or after the
termination of this Agreement) shall be brought against the other
party in an arbitration on an individual basis only and not as a
plaintiff or class member in a purported class or representative
action. You and Zignaly further agree to waive any right for such
claims to be brought, heard, or arbitrated as a class, collective,
representative, or private attorney general action, to the extent
permissible by applicable law. You agree not to join with any other
individual or entity or group of individuals or entities for the
purpose of seeking to resolve the respective Disputes on a
consolidated or representative basis.
may not assign any rights and/or licenses granted under this
Agreement. We reserve the right to assign our rights without
restriction, including without limitation to any of our affiliates or
subsidiaries, or to any successor in interest of any business
associated with the Services. Any attempted transfer or assignment in
violation hereof shall be null and void. Subject to the foregoing,
this Agreement will bind and inure to the benefit of the parties,
their successors and permitted assigns.
If any provision of this Agreement shall be determined to be invalid
or unenforceable under any rule, law or regulation or any
governmental agency, local, state, or federal, such provision will be
changed and interpreted to accomplish the objectives of the provision
to the greatest extent possible under any applicable law and the
validity or enforceability of any other provision of the Terms shall
not be affected.
We shall have no liability for any failure or delay resulting from
any abnormal or unforeseeable circumstances outside our reasonable
control, the consequences of which would have been unavoidable
despite all efforts to the contrary, including without limitation
governmental action or acts of terrorism, war, earthquake, fire,
flood, or other acts of God, labor conditions, delays or failures
caused by problems with another system or network, mechanical
breakdown or data-processing failures or where we are bound by other
Upon termination of your account or this Agreement for any other
reason, all rights and obligations of the parties that by their
nature are continuing will survive such termination.
The Terms are not intended and shall not be construed to create any
rights or remedies in any parties other than you and us and any
affiliates which each shall be a third party beneficiary of the
Terms, and no other person shall assert any rights as a third party
ACKNOWLEDGES HAVING RECEIVED, READ AND UNDERSTOOD THE FOREGOING TERMS
AND HEREBY AGREES TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS