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License
(a) License Grant. Subject to the terms and conditions set forth
in these Terms of Use, Dott hereby grants you a limited, revocable,
non-exclusive, non-transferable, non-sublicensable license during the term of
these Terms of Use to: (i) use the API solely for the purposes of internally
developing applications to interact with the API (the “Applications”);
and (ii) display Dott’s proprietary trademarks, trade names, branding, or
logos made available for use in connection with the API pursuant to these
Terms of Use (“Dott Marks”) in compliance with usage guidelines Dott may
specify from time to time solely in connection with the use of the API and
the Applications and not in connection with the advertising, promotion,
distribution, or sale of any other products or services. If you use the API
as an interface or in conjunction with Dott’s Products, then the Dott’s terms
and conditions applicable to Dott’s products and services available via the
API (“Dott Products”) shall also apply to your end users.
(b) Use Restrictions You shall not use the API or any Dott Mark
for any purposes beyond the scope of the license granted in these Terms of
Use. Without limiting the foregoing and except as expressly set forth in
these Terms of Use, you shall not at any time, and shall not permit others
to: (i) copy, modify, or create derivative works of the API, in whole or in
part; (ii) obtain any commercial or financial benefit from the API or the
data provided by the API, including, renting, leasing, lending, selling,
sublicensing, assigning, distributing, publishing, transfering, or otherwise
making available the API or any data provided by the API; (iii) 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; (iv) remove any proprietary notices from the API; (v) use the API in
any manner or for any purpose that infringes, misappropriates, or otherwise
violates any intellectual property right or other right of any person, or
that violates any applicable law; (vi) combine or integrate the API with any
software, technology, services, or materials not authorized by Dott; (vii)
design or permit the Applications to disable, override, or otherwise
interfere with any Dott-implemented communications to end users, consent
screens, user settings, alerts, warning, or the like; (viii) use the API in
any of the Applications to replicate or attempt to replace the user
experience of the Dott Product; (ix) improperly use the API, including
creating Internet “links” to any part of the API, “framing” or “mirroring”
any part of the API on any other websites or systems, or “scraping” or
otherwise improperly obtaining data from the API; (x) attempt to cloak,
conceal or mask the your identity or the identity of the Applications when
requesting authorization to use or accessing the API; or (xi) use the
databases or the individual data you access via the API for any purpose other
than to connect to the Dott Product including, competitive analysis,
benchmarking or aggregation of such data with competitors of Dott.
(c) Reservation of Rights. Dott reserves all rights not expressly granted to
you in these Terms of Use. Except for the limited rights and licenses
expressly granted under these Terms of Use, nothing in these Terms of Use
grants, by implication, waiver, estoppel, or otherwise, to you or any third
party any intellectual property rights or other right, title, or interest in
or to the API.
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Your Responsibilies
(a) You are responsible and liable for all uses of the API resulting from
access provided by you, directly or indirectly, whether such access or use is
permitted by or in violation of these Terms of Use. Without limiting the
generality of the foregoing, you are responsible for all acts and omissions
of your end users in connection with the Application and their use of the
API, if any. Any act or omission by your end user that would constitute a
breach of these Terms of Use if taken by you will be deemed a breach of these
Terms of Use by you. You shall take reasonable efforts to make all of your
end users aware of these Terms of Use’s provisions as applicable to such end
user’s use of the API, and shall cause end users to comply with such
provisions.
(b) You must obtain a security key (“API Key”) through a registration
process communicated by Dott, to use and access the API. You may not share
the API Key with any third party (including by embedding the API Key in open
source projects), must keep the API Key and all log-in information secure,
and must use the API Key as your sole means of accessing the API. The API Key
may be revoked at any time by Dott.
(c) You shall comply with these Terms of Use, all applicable laws, rules, and
regulations, and all guidelines, standards, and any additional requirements
that may be communicated to you by Dott from time to time. You shall monitor
the use of the Applications for any activity that violates applicable laws,
rules, and regulations or any of these Terms of Use, including any
fraudulent, inappropriate, or potentially harmful behavior, and promptly
restrict any offending users of the Applications from further use of the
Applications. You are solely responsible for posting any privacy notices and
obtaining any consents from your end users required under applicable laws,
rules, and regulations for their use of the Applications.
(d) You will use commercially reasonable efforts to safeguard the API and
Dott Marks (including all copies thereof) from infringement,
misappropriation, theft, misuse, or unauthorized access. You will promptly
notify Dott if you become aware of any infringement of any intellectual
property rights in the API or Dott Marks and will fully cooperate with Dott,
in any legal action taken by Dott to enforce Dott’s intellectual property
rights.
(e) All use by you of the Dott Marks, if any, will comply with any usage
guidelines that Dott may specify from time to time. You agree that your use
of the Dott Marks in connection with these Terms of Use will not create any
right, title, or interest in or to the Dott Marks in favor of yourself and
all goodwill associated with the use of the Dott Marks will inure to the
benefit of Dott.
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No Support/Support; Updates
(a) No Support. These Terms of Use do not entitle you to any support for the
API.
(b) Updates. During the Term, Dott shall provide you, at no additional
charge, all Updates, each of which are a part of the API and are subject to
these Terms of Use. You acknowledge that Dott may require you obtain and use
the most recent version of the API. Updates may adversely affect how the
Applications communicate with the API. You are required to make any changes
to the Applications that are required for integration as a result of such
Update at your sole cost and expense. “Updates” means any updates, bug
fixes, patches, or other error corrections to the API that Dott generally
makes available free of charge to all licensees of the API.
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No Fee/Fees and Payment (a) No Fees. You acknowledge and agree that no
license fees or other payments will be due under these Terms of Use in
exchange for the rights granted hereunder. You acknowledge and agree that
this fee arrangement is made in consideration of the mutual covenants set
forth in this agreement, including, without limitation, the disclaimers,
exclusions, and limitations of liability set forth herein.
(b) Taxes. All Fees and other amounts payable by you under these Terms of Use
are exclusive of taxes and similar assessments. You are responsible for all
sales, use, and excise taxes, and any other similar taxes, duties, and
charges of any kind imposed by any local governmental or regulatory authority
on any amounts payable by you hereunder, other than any taxes imposed on
Dott’s income.
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Confidential Information. From time to time during the Term, Dott may
disclose or make available to you information about its business affairs,
products, confidential intellectual property, trade secrets, third-party
confidential information, and other sensitive or proprietary information,
whether orally or in written, electronic, or other form or media/in written
or electronic form or media, and whether or not marked, designated or
otherwise identified as “confidential” (collectively, “Confidential
Information”). You shall only use such Confidential Information for the
purposes set out in these Terms of Use and shall not disclose such
Confidential Information to any person or entity, except your employees who
have a need to know the Confidential Information in order for you to exercise
your rights or perform its obligations hereunder. Notwithstanding the
foregoing, you may disclose Confidential Information to the limited extent
required in order to comply with the order of a court or other governmental
body, or as otherwise necessary to comply with applicable law, provided that
you shall first give written notice to Dott and made a reasonable effort to
obtain a protective order.
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Collection and Use of Information. Dott may collect certain information
through the API about you or any of your employees, contractors, or agents.
By accessing, using, and providing information to or through the API, you
consents to all actions taken by Dott with respect to your information in
compliance with the then-current version of Dott’s privacy policy and data
protection requirements available at:
www.ridedott.com/privacy.
The data provided to you via the API shall not include any Personal Data (as
defined in the General Data Protection Regulation 2016/679). Should the
Parties determine that any access to Personal Data is provided via the API,
you agree that you will conclude a data processing agreement with Dott in the
form and manner prescribed by Dott.
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Intellectual Property Ownership; Feedback. You acknowledges that, as
between you and Dott, (a) Dott owns all right, title, and interest, including
all intellectual property rights, in and to the API, and the Dott Products,
and the Dott Marks, and (b) you owns all right, title, and interest,
including all intellectual property rights, in and to the Applications,
excluding the aforementioned rights in Section 7(a). If you or any of your
employees, contractors, and agents sends or transmits any communications or
materials to Dott by mail, email, telephone, or otherwise, suggesting or
recommending changes to the API, and the Dott Products, or the Dott 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. You hereby assigns
to Dott on your behalf, and on behalf of your employees, contractors, and
agents, all right, title, and interest in, and Dott is free to use, without
any attribution or compensation to you or any third party, any ideas,
know-how, concepts, techniques, or other intellectual property rights
contained in the Feedback, for any purpose whatsoever, although Dott is not
required to use any Feedback.
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Disclaimer of Warranties. THE API AND DOTT MARKS ARE PROVIDED “AS IS” AND
DOTT SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED,
STATUTORY, OR OTHERWISE. DOTT 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. DOTT MAKES NO WARRANTY OF ANY KIND THAT THE API OR DOTT
MARKS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY
OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY
INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR 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.
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Indemnification. You agrees to indemnify, defend, and hold harmless Dott
and its officers, directors, 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) your use or misuse of the API or Dott
Marks, (b) your breach of these Terms of Use, and (c) the Applications,
including any end user’s use thereof. In the event Dott seeks indemnification
or defense from you under this provision, Dott will promptly notify you in
writing of the claim(s) brought against Dott for which Dott seeks
indemnification or defense. Dott reserves the right, at Dott’s option and in
Dott’s sole discretion, to assume full control of the defense of claims with
legal counsel of Dott’s choice. You may not enter into any third-party
agreement that would, in any manner whatsoever, constitute an admission of
fault by Dott or bind Dott in any manner, without Dott’s prior written
consent. In the event Dott assumes control of the defense of such claim, Dott
will not settle any such claim requiring payment from you without your prior
written approval.
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Limitations of Liability. TO THE FULLEST EXTENT PERMITTED UNDER
APPLICABLE LAW, IN NO EVENT WILL DOTT BE LIABLE TO YOU 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 FIFTY EUROS WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE
OR YOU WERE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CLAIM YOU MAY
HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN 1
MONTH AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.
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Term and Termination.
(a) Term. These Terms of Use shall apply from the date you first
access the API and shall remain in force for as long as you continue to
access or use the API, until terminated pursuant to Section 11(b) below.
(b) Termination.
(i) Dott may immediately terminate or suspend these Terms of Use, any rights
granted herein, and your licenses under these Terms of Use, in Dott’s sole
discretion at any time and for any reason, by providing notice to you or
revoking access to the API. These Terms of Use will terminate immediately
and automatically without any notice if you violate any of these Terms of
Use.
(ii) You may terminate these Terms of Use for convenience for any reason or
no reason upon 90 days prior written notice to Dott/at any time by ceasing
your access to and use of the API and Dott Marks.
(iii) Either Party may terminate these Terms of Use, effective on written
notice to the other Party, if the other Party materially breaches these
Terms of Use, and such breach: (A) is incapable of cure; or (B) being
capable of cure, remains uncured 30 days after the non-breaching Party
provides the breaching Party with written notice of such breach.
(iii) Either Party may terminate these Terms of Use, effective immediately
upon written notice to the other Party, if the other Party: (A) becomes
insolvent or is generally unable to pay, or fails to pay, its debts as they
become due; (B) files or has filed against it, a petition for voluntary or
involuntary bankruptcy or otherwise becomes subject, voluntarily or
involuntarily, to any proceeding under any domestic or foreign bankruptcy or
insolvency law; (C) makes or seeks to make a general assignment for the
benefit of its creditors; or (D) applies for or has appointed a receiver,
trustee, custodian, or similar agent appointed by order of any court of
competent jurisdiction to take charge of or sell any material portion of its
property or business.
(c) Effect of Expiration or Termination. Upon expiration or
termination of these Terms of Use for any reason all licenses and rights
granted to you under these Terms of Use will also terminate and you must
cease using, destroy, and permanently erase from all devices and systems you
directly or indirectly control all copies of the API,the Dott Marks,
Confidential Information and any other Dott intellectual property.
(d) Survival. Any terms that by their nature are intended to
continue beyond the termination or expiration of these Terms of Use will
survive termination.
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Miscellaneous. These Terms of Use are governed by the laws of the
Netherlands, without regard to conflicts of law principles, and all claims
arising out of or relating to these Terms of Use will be brought exclusively
in the courts of Amsterdam, the Netherlands, and you consent to jurisdiction
in those courts. You may not assign any of the rights or obligations under
these Terms of Use, by operation of law or otherwise, without the prior
written consent of Dott. Any attempted assignment in violation of this
paragraph is void. Dott may exercise its rights herein in its sole
discretion and without prior notice. These Terms of Use constitute the
entire agreement between the Parties with respect to the subject matter and
supersede and merge all prior proposals, understandings and contemporaneous
communications. Any delay by Dott in enforcing any of its rights under these
Terms of Use, including with regard to your non-compliance, shall not
constitute a waiver of Dott’s rights to future enforcement of its rights
under these Terms of Use. If any provision of these Terms of Use are
determined to be invalid or unenforceable by a court of competent
jurisdiction, that provision will be restated and enforced to the maximum
extent permissible and the remaining provisions of these Terms of Use will
remain in full force and effect.