Last modified 2009/7/12
The following API License Agreement (the "API License Agreement") is a binding agreement between Expensify, Inc., a Delaware Corporation ("Expensify"), and you and, if applicable, the company or other legal entity you represent (collectively, "Licensor"). The API License Agreement shall be known as the "Agreement."
Introduction. Pursuant to this Agreement, Expensify will provide a web-based expense management automation framework (the "Expensify Service") for the benefit of Licensor utilizing Expensify's suite of expense management tools and services (the "Expensify Platform").
Notices. Except as otherwise set forth herein, notices made by us to you under this Agreement that affect our customers generally (e.g., notices of amended Agreements, etc.) will be posted on the Expensify Website. Notices made by us under this Agreement for you or your account specifically (e.g., notices of breach and/or suspension) will be provided to you via the email address provided to us in your registration for the Services or in any updated email address you provide to us in accordance with standard account information update procedures we may provide from time to time. It is your responsibility to keep your email address current and you will be deemed to have received any email sent to any such email address, upon our sending of the email, whether or not you actually receive the email. For notices made by you to us under this Agreement and for questions regarding this Agreement or the Expensify Service, you may contact Expensify as follows:
concierge@expensify.com
and/or:
Expensify, Inc.
548 Market St, #61434
San Francisco, CA 94104
All communications and notices to be made or given pursuant to this Agreement shall be in the English language.
No Endorsement. You understand and acknowledge that we are not certifying nor endorsing, and have no obligation to certify or endorse, any of your applications or your content.
Compliance with Laws. Licensor will not, will not agree to, and will not authorize or encourage any third party to (a) interfere or attempt to interfere with the proper working of the Expensify Service or any other client's use of the Expensify Service; or (b) use the Expensify Service for any fraudulent or unlawful purpose. Violation of any of the foregoing may result in immediate termination of this Agreement, at Expensify's sole discretion, and may subject Licensor to state and federal penalties and other legal consequences. Expensify reserves the right, but will have no obligation, to review Licensor's use of the Expensify Service in order to determine whether a violation of this Agreement has occurred or to comply with any applicable law, regulation, legal process, or governmental request.
Representations and Warranties. Without limiting any other representation, warranty or covenant herein, each party hereby represents and warrants to the other party that: (a) it has the full right, power and authority to enter into this Agreement; (b) this Agreement is a valid and binding obligation of such party; and (c) it has obtained and shall maintain throughout the term of this Agreement all necessary licenses, authorizations, approvals and consents to enter into and perform its obligations hereunder in compliance with all applicable laws, rules and regulations.
Indemnification. Each party agrees to indemnify and hold the other party and its affiliates harmless from and against any losses, costs, liabilities and expenses, including attorneys' fees, arising out of the breach of the representations, warranties and covenants made by such party herein. Expensify reserves the right, at Licensor's expense, to assume the exclusive defense and control of any matter for which Licensor is required to indemnify Expensify and Licensor agrees to cooperate with Expensify's defense of such claims.
Disclaimers; No Warranties. EXPENSIFY MAKES NO WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO ANY MATTER, INCLUDING WITHOUT LIMITATION ADVERTISING AND OTHER SERVICES, AND EXPRESSLY DISCLAIMS THE WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE. EXPENSIFY DOES NOT WARRANT THE RESULTS OF USE OF THE EXPENSIFY SERVICE, AND CLIENT ASSUMES ALL RISK AND RESPONSIBILITY WITH RESPECT THERETO. CLIENTS SHOULD NOTE THAT IN USING THE EXPENSIFY SERVICE, SENSITIVE CLIENT INFORMATION WILL TRAVEL THROUGH THIRD PARTY INFRASTRUCTURES WHICH ARE NOT UNDER EXPENSIFY'S CONTROL (SUCH AS A THIRD PARTY SMS DELIVERY PLATFORM). EXPENSIFY MAKES NO WARRANTY WITH RESPECT TO THE SECURITY OF SUCH THIRD PARTY INFRASTRUCTURES.
Limitation of Liability and Damages. UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, SYSTEM FAILURE OR NETWORK OUTAGE, WILL EXPENSIFY OR ITS AFFILIATES BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES THAT RESULT FROM THIS AGREEMENT, EVEN IF EXPENSIFY OR A EXPENSIFY AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL EXPENSIFY'SOR ITS AFFILIATES' TOTAL LIABILITY TO CLIENT FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT (WHETHER IN CONTRACT OR TORT, INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE) EXCEED THE NET VALUE OF ACTIONS ACTUALLY DELIVERED BY EXPENSIFY PURSUANT TO THE AGREEMENT TO WHICH THE CLAIM RELATES.
Ownership.
a. Licensor Data. Licensor shall retain all right, title and interest in and to all documents, messages, graphics, images, files, data and other information transmitted through the Expensify Service by Licensor and the users authorized by Licensor to use the Expensify Service (collectively, the "Licensor Data"), provided, however, that Licensor hereby grants to Expensify a worldwide, royalty-free, fully sublicenseable, non-exclusive license to use the Licensor Data solely for the purposes of implementing and maintaining the Expensify Service and fulfilling its obligations hereunder. Notwithstanding the foregoing, "Licensor Data" does not include non-identifiable aggregate data and usage statistics compiled by Expensify in connection with Licensor's use of the Expensify Service.
b. Licensor Logos and Designs. Licensor shall retain all right, title and interest in and to all of Licensor's logos, promotional graphics and related marketing designs (collectively, the "Licensor Art"); provided, however, that Licensor hereby grants to Expensify a worldwide, royalty-free, fully sublicenseable, non-exclusive license to use the Licensor Art, as well as Licensor's corporate and/or trade name for purposes of marketing Expensify's products and services to third parties.
c. Expensify Platform. Expensify shall own and retain all right, title, and interest in and to the Expensify Platform (except for any licensed content and software components included therein). Licensor agrees not to copy, alter, modify, or create derivative works of the Expensify Platform or otherwise use the Expensify Service in any way that violates the use restrictions contained in this Agreement. Expensify does not grant to Licensor any license, express or implied, to the intellectual property of Expensify or its licensors.
Confidentiality. "Confidential Information" shall mean (a) any statistics or other user data relating to the Expensify Service which specifically identify Licensor (subject to the license granted in Section 9(b) above); and/or (b) any information designated in writing, or identified orally at time of disclosure, by the disclosing party as "confidential" or "proprietary." During the term of this Agreement, and for a period of two (2) years following termination, neither party will use or disclose any Confidential Information of the other party except as specifically contemplated herein. The foregoing restriction does not apply to information that: (a) has been independently developed by the receiving party without access to the other party's Confidential Information; (b) has become publicly known through no breach of this Section 12 by the receiving party; (c) has been rightfully received from a third party authorized to make such disclosure; (d) has been approved for release in writing by the disclosing party; or (e) is required to be disclosed by a competent legal or governmental authority, provided that the receiving party gives the disclosing party prompt written notice of such requirement prior to disclosure and assists in obtaining an order to protect the information from public disclosure.
Term; Termination. The term of this Agreement will commence, and you may begin using the Services, once you agree to the terms and conditions of this Agreement by completing the registration process for your Expensify Service account. The Agreement will remain in effect until terminated by you or us. You may terminate this Agreement for any reason or no reason at all, at your convenience, by (i) providing us written notice of termination in accordance with Section 2 and (ii) closing your account for any Service for which we provide an account closing mechanism. We may suspend your right and license to use the Expensify Service or terminate this Agreement in its entirety (and, accordingly, cease providing all Expensify Service to you), for any reason or for no reason, at our discretion at any time, immediately upon notice to you in accordance with the notice provisions set forth in Section 2.
Miscellaneous. This Agreement, and any rights and obligations hereunder, may not be transferred or assigned by Licensor, but may be assigned by Expensify without restriction. Expensify and Licensor are independent contractors, and neither Expensify nor Licensor is an agent, representative or partner of the other. Expensify and Licensor shall each have sole responsibility for all acts and omissions of their respective personnel. Neither party shall have any obligation for any employee-related benefits or withholding taxes applicable to the other party's personnel performing services pursuant to this Agreement. This Agreement sets forth the entire agreement between Expensify and Licensor, and supersedes any and all prior agreements (whether written or oral) with respect to the subject matter set forth herein. Any dispute hereunder will be negotiated in good faith between the parties within forty-five (45) days commencing upon written notice from one party to the other. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. Licensor agrees that any action at law or in equity arising out of or relating to this Agreement will be filed only in the state or federal courts in and for San Francisco County, California, and Licensor hereby consents and submits to the personal and exclusive jurisdiction of such courts for the purposes of litigating any such action. This Agreement may be amended only by a writing executed by a duly authorized representative of each party. The waiver of any breach or default of this Agreement will not constitute a waiver of any subsequent breach or default, and will not act to amend or negate the rights of the waiving party. If any provision contained in this Agreement is determined to be invalid, illegal, or unenforceable in any respect under any applicable law, then such provision will be severed and replaced with a new provision that most closely reflects the original intention of the parties, and the remaining provisions of this Agreement will remain in full force and effect.