Common use of RESTRICTIONS AND RESPONSIBILITIES Clause in Contracts

RESTRICTIONS AND RESPONSIBILITIES. 3.1 Licensee shall not, directly or indirectly, make the Ringgold Data or API or any part thereof, publicly available via an Application, or available to any third party via an Application or API without Ringgold’s prior written consent, which may be withheld for any reason. Notwithstanding the forgoing, should Licensee hold rights to distribute limited Ringgold Data to third parties as defined by the Contract for Services Agreement, or a Non-disclosure Agreement or Confidentiality Agreement (collectively “NDA”) signed by Licensee, the third party and Ringgold, then the Contract for Services Agreement and NDA shall prevail. 3.2 Licensee must comply with all restrictions set forth in this Schedule, the Contract for Services Agreement, Xxxxxxxx’x Privacy Policy, and the General API Guidelines in all uses of the API and Ringgold Data. If Xxxxxxxx believes, in its sole discretion, that Licensee has violated or attempted to violate any term, condition or the spirit of this Schedule, the license afforded Licensee pursuant to this Schedule may be temporarily or permanently revoked, with or without notice to Licensee. 3.3 In order to use and access the API, Licensee must obtain API credentials (a “Key”). Licensee may not share its Key with any third party, shall keep such Key and all Login information secure, and shall use the Key as Licensee’s sole means of accessing the API. 3.4 Licensee’s Applications may not use or access the API in order to monitor the availability, performance, or functionality of the API, unless pursuant to a separate Service Level Agreement as part of the Contract for Services. 3.5 Licensee is not permitted to use the API or any Ringgold Data in any manner that does or could potentially undermine the security of the Services, the API, Ringgold Data or any other data or information stored or transmitted using the Services. In addition, Licensee shall not, and shall not attempt to: (a) interfere with, modify or disable any features, functionality or security controls of the Services or the API, (b) defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms for the Services or the API, or (c) reverse engineer, decompile, disassemble or derive source code, underlying ideas, algorithms, structure or organizational form from the Services or the API. 3.6 Licensee acknowledges that Licensee is solely responsible, and that Ringgold has no responsibility or liability of any kind, for the content, development, operation, support or maintenance of Applications. Without limiting the foregoing, Licensee will be solely responsible for (a) the technical installation and operation of its Applications; (b) creating and displaying information and content on, through or within its Applications; (c) ensuring that its Applications do not violate or infringe the Intellectual Property Rights of any third party; (d) ensuring that Applications are not offensive, profane, obscene, libelous or otherwise illegal; (e) ensuring that its Applications do not contain or introduce Malicious Software into the API, Ringgold Data or other data stored or transmitted using the API; and (f) ensuring that its Applications are not designed to or utilized for the purpose of spamming any Ringgold Clients, Customers, Agents or End-Users. 3.7 Licensee will respect and comply with the technical and policy-implemented limitations of the API and the restrictions of this Schedule in designing and implementing Applications. Without limiting the foregoing, Licensee shall not violate any explicit rate limitations on calling or otherwise utilizing an API. 3.8 Licensee shall not make any modifications to any Ringgold Data, other than as reasonably necessary to modify the formatting of such Ringgold Data in order to display it in a manner appropriate for the pertinent Applications.

Appears in 2 contracts

Samples: Api License Agreement, Api License Agreement

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RESTRICTIONS AND RESPONSIBILITIES. 3.1 Licensee shall not, directly or indirectly, make the Ringgold Data or API or any part thereof, publicly available via an Application, or available to any third party via an Application or API without Ringgold’s prior written consent, which may be withheld for any reason. Notwithstanding the forgoing, should Licensee hold rights to distribute limited Ringgold Data to third parties as defined by the Contract for Services Agreement, or a Non-disclosure Agreement or Confidentiality Agreement (collectively “NDA”) signed by Licensee, the third party and Ringgold, then the Contract for Services Agreement and NDA shall prevail. 3.2 Licensee must comply with all restrictions set forth in this Schedule, the Contract for Services Agreement, Xxxxxxxx’x Ringgold’s Privacy Policy, and the General API Guidelines in all uses of the API and Ringgold Data. If Xxxxxxxx Ringgold believes, in its sole discretion, that Licensee has violated or attempted to violate any term, condition or the spirit of this Schedule, the license afforded Licensee pursuant to this Schedule may be temporarily or permanently revoked, with or without notice to Licensee. 3.3 In order to use and access the API, Licensee must obtain API credentials (a “Key”). Licensee may not share its Key with any third party, shall keep such Key and all Login information secure, and shall use the Key as Licensee’s sole means of accessing the API. 3.4 Licensee’s Applications may not use or access the API in order to monitor the availability, performance, or functionality of the API, unless pursuant to a separate Service Level Agreement as part of the Contract for Services. 3.5 Licensee is not permitted to use the API or any Ringgold Data in any manner that does or could potentially undermine the security of the Services, the API, Ringgold Data or any other data or information stored or transmitted using the Services. In addition, Licensee shall not, and shall not attempt to: (a) interfere with, modify or disable any features, functionality or security controls of the Services or the API, (b) defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms for the Services or the API, or (c) reverse engineer, decompile, disassemble or derive source code, underlying ideas, algorithms, structure or organizational form from the Services or the API. 3.6 Licensee acknowledges that Licensee is solely responsible, and that Ringgold has no responsibility or liability of any kind, for the content, development, operation, support or maintenance of Applications. Without limiting the foregoing, Licensee will be solely responsible for (a) the technical installation and operation of its Applications; (b) creating and displaying information and content on, through or within its Applications; (c) ensuring that its Applications do not violate or infringe the Intellectual Property Rights of any third party; (d) ensuring that Applications are not offensive, profane, obscene, libelous or otherwise illegal; (e) ensuring that its Applications do not contain or introduce Malicious Software into the API, Ringgold Data or other data stored or transmitted using the API; and (f) ensuring that its Applications are not designed to or utilized for the purpose of spamming any Ringgold Clients, Customers, Agents or End-Users. 3.7 Licensee will respect and comply with the technical and policy-implemented limitations of the API and the restrictions of this Schedule in designing and implementing Applications. Without limiting the foregoing, Licensee shall not violate any explicit rate limitations on calling or otherwise utilizing an API. 3.8 Licensee shall not make any modifications to any Ringgold Data, other than as reasonably necessary to modify the formatting of such Ringgold Data in order to display it in a manner appropriate for the pertinent Applications.

Appears in 2 contracts

Samples: Api License Agreement, Api License Agreement

RESTRICTIONS AND RESPONSIBILITIES. 3.1 Licensee shall not, directly or indirectly, make The licenses granted in Section 2 of this Agreement are explicitly conditioned on Licensee’s adherence to the Ringgold Data or API or any part thereof, publicly available via an Application, or available to any third party via an Application or API without Ringgold’s prior written consent, which may be withheld for any reason. Notwithstanding the forgoing, should Licensee hold rights to distribute limited Ringgold Data to third parties following restrictions and compliance with its responsibilities as defined by the Contract for Services Agreement, or a Non-disclosure Agreement or Confidentiality Agreement (collectively “NDA”) signed by Licensee, the third party and Ringgold, then the Contract for Services Agreement and NDA shall prevailset forth herein. 3.2 3.1 Licensee must comply with all restrictions set forth in this ScheduleAgreement, the Contract for Services Agreement, Xxxxxxxx’x Privacy Policy, the User Agreement, and the General API Guidelines any API’s documentation in all Licensee’s uses of the API and Ringgold DataAPIs. If Xxxxxxxx ADESA believes, in its sole discretion, that Licensee has violated or attempted to violate any termterm or condition, condition or the spirit of this ScheduleAgreement, the license afforded granted to Licensee pursuant to this Schedule Agreement may be temporarily or permanently revoked, with or without notice to Licensee. 3.3 3.2 In order to use and access the APIAPIs, Licensee must obtain API credentials (a “KeyToken)) from ADESA. Licensee may not share its Key Token with any third party, shall keep such Key Token and all Login login information secure, and shall use the Key Token as Licensee’s sole means of accessing the APIAPIs. 3.4 Licensee’s Applications may not use 3.3 Licensee shall not, under any circumstances, directly or access indirectly: (a) repackage or resell the API in order to monitor APIs or the availability, performanceData, or functionality of any part thereof; (b) make the API, unless pursuant APIs or the Data available to a separate Service Level Agreement as part of the Contract for Services. 3.5 Licensee is not permitted to any third party; (c) use the API or any Ringgold APIs and the Data in any manner that does or could potentially undermine the security of the ServicesADESA Platforms, the APIAPIs, Ringgold Data the Data, or any other data or information stored or transmitted using the Services. In addition, Licensee shall not, and shall not attempt to: ; (ad) interfere with, modify or disable any features, functionality functionality, or security controls of the Services or the API, APIs; (be) defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms for the Services Service or the API, or APIs; (cf) reverse engineer, decompile, disassemble or derive source code, underlying ideas, algorithms, structure or organizational form from the Services Services, the APIs, or the API. 3.6 Licensee acknowledges that Licensee is solely responsible, and that Ringgold has no responsibility or liability of any kind, for the content, development, operation, support or maintenance of Applications. Without limiting the foregoing, Licensee will be solely responsible for (a) the technical installation and operation of its ApplicationsData; (b) creating and displaying information and content on, through or within its Applications; (c) ensuring that its Applications do not violate or infringe the Intellectual Property Rights of any third party; (d) ensuring that Applications are not offensive, profane, obscene, libelous or otherwise illegal; (e) ensuring that its Applications do not contain or introduce Malicious Software into the API, Ringgold Data or other data stored or transmitted using the API; and (f) ensuring that its Applications are not designed to or utilized for the purpose of spamming any Ringgold Clients, Customers, Agents or End-Users. 3.7 Licensee will respect and comply with the technical and policy-implemented limitations of the API and the restrictions of this Schedule in designing and implementing Applications. Without limiting the foregoing, Licensee shall not violate any explicit rate limitations on calling or otherwise utilizing an API. 3.8 Licensee shall not make any modifications to any Ringgold Data, other than as reasonably necessary to modify the formatting of such Ringgold Data in order to display it in a manner appropriate for the pertinent Applications.or

Appears in 1 contract

Samples: Api License Agreement

RESTRICTIONS AND RESPONSIBILITIES. 3.1 Licensee shall not, directly or indirectly, make The licenses granted in Section 2 of this Agreement are explicitly conditioned on Licensee’s adherence to the Ringgold Data or API or any part thereof, publicly available via an Application, or available to any third party via an Application or API without Ringgold’s prior written consent, which may be withheld for any reason. Notwithstanding the forgoing, should Licensee hold rights to distribute limited Ringgold Data to third parties following restrictions and compliance with its responsibilities as defined by the Contract for Services Agreement, or a Non-disclosure Agreement or Confidentiality Agreement (collectively “NDA”) signed by Licensee, the third party and Ringgold, then the Contract for Services Agreement and NDA shall prevailset forth herein. 3.2 a) Licensee must comply with all restrictions set forth in this Schedule, the Contract for Services Agreement, Xxxxxxxx’x Procore’s terms of service (“Terms of Service”), Xxxxxxx’s Privacy Policy, and the General API Guidelines Policies in all uses of the Procore API and Ringgold Account Data. If Xxxxxxxx Procore believes, in its sole discretion, that Licensee has violated or attempted to violate any term, condition or the spirit of this ScheduleAgreement, the license afforded Licensee pursuant to this Schedule Agreement may be temporarily or permanently revoked, with or without notice to Licensee. 3.3 b) In order to use and access the Procore API, Licensee must obtain API credentials (a “KeyToken)) by becoming a Subscriber. Licensee may not share its Key Token with any third party, shall make commercially reasonable efforts to keep such Key Token and all Login login information secure, secure and shall use the Key Token as Licensee’s sole means of accessing the Procore API. 3.4 Licenseec) Any Procore Application created by Licensee that uses or relies upon the Procore API shall not substantially replicate products or services offered by Procore, including, without limitation, functions or clients on platforms (such as iOS or Android) where Procore offers its own client or function. Subject to the preceding sentence and the parties’ other rights and obligations under this Agreement, each party agrees that the other party may develop and publish applications that are similar to or otherwise compete with such party’s applications. Licensee and/or Procore Applications may not use or access the Procore API or the Service in order to d) Xxxxxxx shall have the right, in its sole discretion, to refuse to permit Licensee’s use of the Procore API.. Procore shall have no liability to Licensee for such refusal. e) No Procore Application shall, in any manner, display any form of advertising within or connected to any Account Data received by any Subscriber, Agent or End-User. For absolute clarity, no Procore Application may access the Procore API and include, for any purpose, functionality designed to “data mine” the Procore API for any purpose other than ordinary use of the Procore API in order connection with providing data to monitor End-Users seeking access to data accessible via the availabilityProcore API. Specifically, performanceno Procore Application shall be used so as to as to provide any form of advertising to any End-User based in whole or in part upon any data, including Account Data, obtained from the Procore API or as a data gathering application designed to pull data using the Procore API for the primary purpose of gathering data on any individual or group of Licensees, End-Users, Agents, or functionality of Subscribers. f) Procore Applications must present users with the ability to log into the Procore API via the OAuth protocol. Users without an account on the Procore API must be presented with an opportunity to create an account. g) Licensee shall not, under any circumstances repackage or resell the Service, the Procore API, unless pursuant to a separate Service Level Agreement as part of any Account Data, or any other data derived from the Contract for Services. 3.5 Service, the Procore API or the Account Data. Licensee is not permitted to use the Service, the Procore API or any Ringgold Account Data in any manner that does or could potentially undermine the security of the ServicesService, the Procore API, Ringgold Account Data or any other data or information stored or transmitted using the ServicesProcore API. In addition, Licensee shall not, and shall not attempt to: (a) , interfere with, modify or disable any features, functionality or security controls of the Services Service or the Procore API, (b) defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms for the Services Service or the Procore API, or (c) reverse engineer, decompile, disassemble or derive source code, underlying ideas, algorithms, structure or organizational form from the Services Service or the Procore API. 3.6 h) Licensee acknowledges that Licensee is solely responsible, and that Ringgold Procore has no responsibility or liability of any kind, for the content, development, operation, support or maintenance of Applicationsany Procore Application. Without limiting the foregoing, Licensee will agrees to be solely responsible for (ai) the technical installation and operation of any of its Procore Applications; (bii) creating and displaying information and content on, through or within any of its Procore Applications; (ciii) ensuring that all of its Procore Applications do not violate or infringe the Intellectual Property Rights of any third party; (div) ensuring that all of its Procore Applications are not offensive, profane, obscene, libelous or otherwise illegal; (ev) ensuring that all of its Procore Applications do not contain allow unauthorized access to any software, hardware or introduce data (“Malicious Software Software”) into the Service, the Procore API, Ringgold any Account Data or other data stored or transmitted using the Service or the Procore API; and (fvi) ensuring that all of its Procore Applications are not designed to or utilized for the purpose of spamming any Ringgold Clients, Customers, Agents serving advertisements to or End-Usersotherwise. 3.7 Licensee will respect and comply with the technical and policy-implemented limitations of the API and the restrictions of this Schedule in designing and implementing Applications. Without limiting the foregoing, Licensee shall not violate any explicit rate limitations on calling or otherwise utilizing an API. 3.8 Licensee shall not make any modifications to any Ringgold Data, other than as reasonably necessary to modify the formatting of such Ringgold Data in order to display it in a manner appropriate for the pertinent Applications.

Appears in 1 contract

Samples: Api License and Application Developer Agreement

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RESTRICTIONS AND RESPONSIBILITIES. 3.1 Licensee shall not, directly or indirectly, make The licenses granted in Section 2 of this Agreement are explicitly conditioned on Licensee’s adherence to the Ringgold Data or API or any part thereof, publicly available via an Application, or available to any third party via an Application or API without Ringgold’s prior written consent, which may be withheld for any reason. Notwithstanding the forgoing, should Licensee hold rights to distribute limited Ringgold Data to third parties following restrictions and compliance with its responsibilities as defined by the Contract for Services Agreement, or a Non-disclosure Agreement or Confidentiality Agreement (collectively “NDA”) signed by Licensee, the third party and Ringgold, then the Contract for Services Agreement and NDA shall prevailset forth herein. 3.2 3.1 Licensee must comply with all restrictions set forth in this Schedule, the Contract for Services Agreement, Xxxxxxxx’x Privacy Policy, Agreement and the General API Guidelines Privacy Policy in all uses of the API and Ringgold Datain Publishing Applications. Licensee must also comply with all restrictions set forth in this Agreement. If Xxxxxxxx FLYERALARM PRO GmbH believes, in its sole discretion, that Licensee has violated or attempted to violate any term, condition or the spirit of this ScheduleAgreement, the license afforded Licensee pursuant to this Schedule Agreement may be temporarily or permanently revoked, with or without notice to Licensee. 3.3 3.2 In order to use and access the API, Licensee must obtain API credentials (a “Key”"Token"). Licensee may not share its Key Token with any third party, shall keep such Key Token and all Login information secure, and shall use the Key Token as Licensee’s sole means of accessing the API. 3.4 Licensee’s Applications may 3.3 Licensee shall not use or access assist a third party in using the API in order such a way to monitor circumvent the availability, performance, or functionality requirement of the API, unless pursuant to becoming a separate Service Level Agreement as part of the Contract for Services. 3.5 FLYERALARM PRO GmbH Licensee. Licensee is not permitted to use the API or any Ringgold Data data in any manner that does or could potentially undermine the security of the Services, the API, Ringgold Data API or any other data or information stored or transmitted using the ServicesAPI. In addition, Licensee shall not, and shall not attempt to: (a) interfere with, modify or disable any features, functionality or security controls of the Services or the API, (b) defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms for the Services or the API, or (c) reverse engineer, decompile, disassemble or derive source code, underlying ideas, algorithms, structure or organizational form from the Services or the API. 3.6 3.4 Licensee acknowledges that Licensee is solely responsible, and that Ringgold neither FLYERALARM GmbH nor FLYERALARM PRO GmbH has no responsibility or liability of any kind, for the content, development, operation, support or maintenance of Licensee’s Applications. Without limiting the foregoing, Licensee will be solely responsible for (a) the technical installation and operation of its Applications; (b) creating and displaying information and content on, through or within its Applications; (c) ensuring that its Applications do not violate or infringe the Intellectual Property Rights of any third party; (d) ensuring that Applications are not offensive, profane, obscene, libelous or otherwise illegal; (e) ensuring that its Applications do not contain or introduce Malicious Software malicious software into the API, Ringgold Data or other data stored or transmitted using the API; and (f) ensuring that its Applications are do not designed to violate any applicable law or utilized for the purpose of spamming any Ringgold Clients, Customers, Agents or End-Usersthird party right. 3.7 3.5 Licensee will respect and comply with the technical and policy-implemented limitations of the API and the restrictions of this Schedule Agreement in designing and implementing Applications. Without limiting the foregoing, Licensee shall not violate any explicit rate limitations on calling or otherwise utilizing an API. 3.8 3.6 Licensee shall not make any modifications to any Ringgold DataAPI-provided data, other than as reasonably necessary to modify the formatting of such Ringgold Data data in order to display it in a manner appropriate for the pertinent Applications.

Appears in 1 contract

Samples: Api License Agreement

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