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This NGP API Agreement ("Agreement") is for Your use of the NGP VAN API Services ("APIs") to develop and maintain applications and services that interoperate with or complement the NGP fundraising and compliance application ("NGP"), the VAN voter, volunteer, and member organizing application ("VAN"), the suite of Digital tools provided by NGP VAN such as Our website platform ("Accelerator") and other applications provided by Us ("NGP VAN").
BY ACCEPTING THIS AGREEMENT, YOU AGREE TO ITS TERMS. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE OUR APIS.
NGP VAN reserves the right to apply additional fees to API calls or endpoints where usage or overhead impacts our own costs.
You may not, without our prior written consent, access or use Our APIs:
If you are found to be in violation of this Agreement, then your access to Our APIs may be revoked without further notice.
This Agreement was last updated on August 2, 2017. It is effective between You and Us as of the date You accept this Agreement.
1.1. Provision of APIs. We shall make Our APIs available to You pursuant to this Agreement.
1.2. Our Responsibilities. We shall use commercially reasonable efforts to: (i) make Our APIs available 24 hours a day, 7 days a week, except for: (a) planned downtime, or (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, or Internet service provider failures or delays, and (ii) provide Our APIs in accordance with applicable laws and government regulations. Our APIs exclude support. We may make developer support available separately as a supplemental service or through other programs from time to time.
1.3. Your Responsibilities. You shall (i) be responsible for Users’ compliance with this Agreement, (ii) be solely responsible for the accuracy, quality, integrity and legality of Your Data and of the means by which You acquired Your Data, (iii) use commercially reasonable efforts to prevent unauthorized access to or use of Our APIs, and notify Us promptly of any such unauthorized access or use, and (iv) use Our APIs only in accordance with applicable laws and government regulations. You shall not (a) make Our APIs available to any person or entity other than Users, (b) sell, resell, rent or lease Our APIs, (c) use Our APIs to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy or confidentiality rights, (d) use Our APIs to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance Our APIs or third-party data contained therein, or (f) attempt to gain unauthorized access to Our APIs or their related systems or networks.
1.4. Usage Limitations. Our APIs may be subject to other limitations, such as, for example, limits on disk storage space, on the number of calls You are permitted to make against Our application programming interface, and, for Our APIs that enable You to provide public websites, on the number of page views by visitors to those websites.
2.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, We reserve all rights, title and interest in and to Our APIs, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.
2.2. Restrictions. You shall not (i) permit any third party to access Our APIs except as permitted herein or with express written permission, (ii) create derivate works based on Our APIs, (iii) copy, frame or mirror any part or content of Our APIs, other than copying or framing on Your own intranets or otherwise for Your own internal business purposes, (iv) reverse engineer Our APIs or other software provided by NGP VAN, or (v) access Our APIs in order to (a) build a competitive product or service, or (b) copy any features, functions or graphics of the Our APIs or other software provided by NGP VAN.
2.3. Suggestions. We shall have a royalty-free, worldwide, irrevocable, perpetual license to use or incorporate into Our APIs and other online services any suggestions, enhancement requests, recommendations or other feedback provided by You, including Users, relating to the operation of Our APIs.
3.1. Definition of Confidential Information. As used herein, "Confidential Information" means, in the case of information disclosed by Us to You, Our APIs; and in the case of information disclosed by You to Us, Your Data, and information regarding applications or other materials developed using Our APIs to the extent disclosed to Us by the hosting of such applications or materials on our platform or to the extent disclosed to our Customer Support organization. However, Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the disclosing party (the "Disclosing Party"), (ii) was known to the receiving party (the "Receiving Party") prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
3.2. Protection of Confidential Information. Except as otherwise permitted in writing by the Disclosing Party, (i) the Receiving Party shall use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) not to disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) the Receiving Party shall limit access to Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein.
3.3. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information.
You shall defend Us against any claim, demand, suit, or proceeding ("Claim") made or brought against Us by a third party alleging that Your Data, or applications or other materials developed by You using Our APIs, infringe or misappropriate the intellectual property rights of a third party or violate applicable law (to the extent such infringement, misappropriation or violation do not arise from Our APIs), and shall indemnify Us for any damages finally awarded against, and for reasonable attorney’s fees incurred by, Us in connection with any such Claim; provided, that We (a) promptly give You written notice of the Claim; (b) give You sole control of the defense and settlement of the Claim (provided that You may not settle any Claim unless the settlement unconditionally release Us of all liability); and (c) provide to You all reasonable assistance, at Our expense. The foregoing states Your sole liability and Our exclusive remedy for any type of Claim described in this Section.
5.1. Term of Agreement. This Agreement commences on the date You accept it and continues until all User Subscriptions granted in accordance with this Agreement have expired or been terminated.
5.2. Termination. You may terminate this Agreement without cause at any time upon written notice to Us. We may terminate access to Our APIs (i) at any time without cause upon written notice to You, (ii) upon notice to You if You have not accessed Our APIs for 6 months or longer, or (iii) upon written notice to You of a material breach of this Agreement.
5.3. Surviving Provisions. Sections 2 (Proprietary Rights), 3 (Confidentiality), 4 (Indemnification), and 5 (Terms and Termination) shall survive any termination or expiration of this Agreement.
5.4. Confidentiality of API Terms and Pricing. In addition to the terms of Section 6 (Confidentiality) above, the terms and pricing of this Agreement shall be considered Our Confidential Information.
6.1. Export Compliance. Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Services. Without limiting the foregoing, (i) each party represents that it is not named on any U.S. government list of persons or entities prohibited from receiving exports, and (ii) You shall not permit Users to access or use Services in violation of any U.S. export embargo, prohibition or restriction.
6.2. Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.
6.3. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
6.4. Waiver and Cumulative Remedies. No failure or delay by either party in exercising a right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.
6.5. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
6.6. Attorney Fees. You shall pay on demand all of Our reasonable attorney fees and other costs incurred by Us to collect any fees or charges due Us under this Agreement
6.7. Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms), without consent of the other party, to its Affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of this Agreement upon written notice to the assigning party. In the event of such a termination, We shall refund to You any prepaid fees covering the remainder of the term of all subscriptions after the effective date of termination. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
6.8. Entire Agreement. This Agreement, including all exhibits and addenda hereto and all Order Forms, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and either signed or accepted electronically by the party against whom the modification, amendment or waiver is to be asserted. However, to the extent of any conflict or inconsistency between the provisions in the body of this Agreement and any exhibit or addendum hereto or any Order Form, the terms of such exhibit, addendum or Order Form shall prevail. Notwithstanding any language to the contrary therein, no terms or conditions stated in Your purchase order or other order documentation (excluding Order Forms) shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void.