Effective December 2021
- "API" or “APIs” means the API Portal, APIs and any API Documentation or other API materials made available by QBE.
- "API Documentation" means the API documentation described at QBE’s websites from time to time.
- "API Key" means the security key Company makes available for You to access the API.
- "Company Marks" means QBE’s proprietary trademarks, trade names, branding, or logos made available for use in connection with the API pursuant to this Agreement.
- "Company Offering" means QBE’s application software made available by Company on a hosted basis.
- "Your Applications" means any applications developed by You to interact with the API.
- License Grant
Subject to and conditioned on Your compliance with all terms and conditions set forth in this Agreement, Company hereby grants You a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the term of the Agreement, to: (a) use the API solely for Your internal business purposes in developing Your Applications that will communicate and interoperate with the Company Offering; and (b) display certain Company Marks in compliance with usage guidelines that Company 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. You acknowledge that there are no implied licenses granted under this Agreement. Company reserves all rights that are not expressly granted. You may not use the API or Company Marks for any other purpose without Company’s prior written consent. You must obtain an API Key through the registration process as communicated by QBE to use and access the API. You may not share Your API Key with any third party, must keep Your API Key and all log-in information secure, and must use the API Key as Your sole means of accessing the API. Your API Key may be revoked at any time by Company.
- Use Restrictions
Except as expressly authorized under this Agreement, You may not:
- copy, modify, or create derivative works of the API, in whole or in part;
- rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the API, in whole or in part;
- 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;
- remove any proprietary notices from the API;
- 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 entity, or that violates any applicable law;
- combine or integrate the API with any software, technology, services, or materials not authorized by Company;
- design or permit Your Applications to disable, override, or otherwise interfere with any Company-implemented communications to end users, consent screens, user settings, alerts, warning, or the like;
- use the API in any of Your Applications to replicate or attempt to replace the user experience of the Company Offering; or
- attempt to cloak or conceal Your identity or the identity of Your Applications when requesting authorization to use the API.
You will comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on QBE’s website or portal from time to time. In addition, You will not use the API in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email ("spam"), multi-level marketing proposals, hate materials, hacking, surveillance, interception, descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolen products, and items used for theft, hazardous materials, or any illegal activities.
- Your Applications
You agree to monitor the use of Your Applications for any activity that violates applicable laws, rules, and regulations or any terms and conditions of this Agreement, including any fraudulent, inappropriate, or potentially harmful behavior, and promptly restrict any offending users of Your Applications from further use of Your Applications. You agree to provide a resource for users of Your Applications to report abuse of Your Applications. As between You and Company, You are responsible for all acts and omissions of Your end users in connection with Your Applications and their use of the API, if any. You agree that 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 Your Applications. All use by You of Company Marks, if any, will comply with any usage guidelines that Company may specify from time to time. You agree that Your use of Company Marks in connection with this Agreement will not create any right, title, or interest in or to Company Marks in favor of You, and all goodwill associated with the use of Company Marks will inure to the benefit of Company.
- No Support; Updates
This Agreement does not entitle You to any support for the API. You acknowledge that Company may update or modify the API from time to time and at Company’s sole discretion (in each instance, an "Update"), and may require You to obtain and use the most recent version of the API. Updates may adversely affect how Your Applications communicate with the Company Offering. 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. Your continued use of the API following an Update constitutes binding acceptance of the Update.
- No Fees
You acknowledge and agree that no license fees or other payments will be due under this Agreement in exchange for the rights granted under this Agreement. 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. Notwithstanding the foregoing, Company reserves the right to charge fees for access to and use of the API at any time, at its sole discretion.
- Collection and Use of Your Information
- Intellectual Property Ownership; Feedback
You acknowledge that, as between You and Company, (a) Company owns all right, title, and interest, including all intellectual property rights, in and to the API, Company Offering, and Company Marks, and (b) You own all right, title, and interest, including all intellectual property rights, in and to Your Applications, excluding the aforementioned rights in Section 8. You will use commercially reasonable efforts to safeguard the API and Company Marks (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. You will promptly notify Company if You become aware of any infringement of any intellectual property rights in the API and Company Marks and will fully cooperate with Company, in any legal action taken by Company to enforce its intellectual property rights. If You or any of Your employees, contractors, and agents send or transmit any communications or materials to Company by mail, email, telephone, or otherwise, suggesting or recommending changes to the API and Company Offering, or Company 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 assign to Company on Your behalf, and on behalf of Your employees, contractors, and agents, all right, title, and interest in, and Company 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 Company is not required to use any Feedback.
- Disclaimer of Warranties
THE API AND COMPANY MARKS ARE PROVIDED "AS IS" AND COMPANY SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. COMPANY 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. COMPANY MAKES NO WARRANTY OF ANY KIND THAT THE API OR COMPANY 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.
You agree to indemnify, defend, and hold harmless Company 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 Company Marks, (b) Your breach of this Agreement, and (c) Your Applications, including any end user's use thereof. In the event Company seeks indemnification or defense from You under this provision, Company will promptly notify You in writing of the claim(s) brought against Company for which Company seeks indemnification or defense. Company reserves the right, at its option and in its sole discretion, to assume full control of the defense of claims with legal counsel of Company’s choice. You may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by Company or bind Company in any manner, without Company’s prior written consent. In the event Company assumes control of the defense of such claim, Company will not settle any such claim requiring payment from You without Your prior written approval.
- Limitation of Liability
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL COMPANY 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 DOLLARS EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- Term and Termination
The term of this Agreement commences when You access the API after You acknowledge Your acceptance of this Agreement by clicking the "Accept" button and will continue in effect until terminated as set forth in this section. Company may immediately terminate or suspend this Agreement, any rights granted herein, and/or Your licenses under this Agreement, in Company’s sole discretion at any time and for any reason, by providing notice to You or revoking access to the API and Company Marks. In addition, this Agreement will terminate immediately and automatically without any notice if You violate any of the terms and conditions of this Agreement. You may terminate this Agreement at any time by ceasing Your access to and use of the API and Company Marks. Upon termination of this Agreement for any reason, all licenses and rights granted to You under this Agreement 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 and Company Marks. Any terms that by their nature are intended to continue beyond the termination or expiration of this Agreement will survive termination. Termination will not limit any of Company's rights or remedies at law or in equity.
- Governing Law
This Agreement is governed by and construed in accordance with the internal laws of the State of Wisconsin without giving effect to any choice of conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Wisconsin.
This Agreement constitutes the entire agreement and understanding between the parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. The invalidity, illegality, or unenforceability of any provision herein does not affect any other provision herein or the validity, legality, or enforceability of such provision in any other jurisdiction. Any failure to act by Company with respect to a breach of this Agreement by You or others does not constitute a waiver and will not limit Company’s rights with respect to such breach or any subsequent breaches. Company expressly reserve the right to assign this Agreement and to delegate any of its obligations hereunder.