BY USING THE SUBLIME API (AS DEFINED BELOW), YOU OR THE ENTITY THAT YOU REPRESENT (“YOU,” “YOUR,” “YOURS” OR “LICENSEE”) ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY, ARE BECOMING A PARTY TO THIS COMPANY API LICENSE AGREEMENT (THE “AGREEMENT”), AND ARE HEREBY REPRESENTING AND WARRANTING THAT YOU ARE AUTHORIZED TO BIND LICENSEE. YOUR DOWNLOAD OR CONTINUED USE OF ANY PORTION OF THE API SHALL ALSO CONSTITUTE ASSENT TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS AGREEMENT YOU WILL HAVE NO RIGHT TO USE THE API. IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS TO THE EXCLUSION OF ALL OTHER TERMS.
1. License Grant. Subject to full compliance with the terms of this Agreement, Sublime Security, Inc. (“we,” “us” “our” or “Sublime”) hereby grants you a limited, personal, non-sublicensable, non-transferable, nonexclusive license to use our application programming interface and related information and documentation (available at https://docs.sublimesecurity.com and subject to updates by the Sublime from time to time, the “Documentation”) we may provide (collectively, the “API”) for the sole purpose of allowing your software applications (each an “App”) to communicate with Sublime’s proprietary Alpha API service (the “Service”), and for other purposes authorized by us in writing.
2. Restrictions; Ownership. You shall not (and shall not authorize or encourage any third party to), directly or indirectly: (i) rent, lease, loan, sell, sublicense, assign, or otherwise transfer any rights in or to the API; (ii) clone the API, or use the API to build an application programming interface, application or product that is competitive with any Sublime product or service; (iii) remove any proprietary notices from the API (or any portion thereof); (iv) decompile, reverse engineer, disassemble, or derive the source code, underlying ideas, concepts or algorithms of the API (except as and only to the extent the foregoing restrictions are expressly prohibited by applicable statutory law) (vi) use the API in a manner other than expressly authorized in the Documentation. Sublime shall own all right, title, and interest (and all related moral rights and intellectual property rights) in and to the API, including any copies and derivative works thereof. No rights or licenses are granted except as expressly and unambiguously set forth herein.
3. Confidentiality. You agree not to disclose (or allow others’ access to) Your API keys. In support of this obligation, you will apply at least the same security that you use to protect your own most confidential information.
4. API Updates. If Sublime provides you with any upgrades, patches, enhancements, or fixes for the API, then all items that are so provided will become part of the API, respectively, and subject to this Agreement. Notwithstanding the foregoing, Sublime shall have no obligation under this Agreement to provide any such upgrades, patches, enhancements, fixes or any other support for the API.
5. Sublime Trademarks. Subject to Sublime’s express prior written consent, Apps may be branded with Sublime specified trademarks in accordance with Sublime’s trademark usage guidelines; provided that Sublime will have the right to perform quality assurance inspections of each App and to withhold and/or suspend rights to use such trademarks if the quality is not satisfactory to Sublime in its sole discretion.
6. Compatibility. Each App must (a) maintain 100% compatibility with the API and the Service (including changes provided to you by Sublime, which shall be implemented in each App promptly thereafter) or any future encryption or security standards that the Sublime adopts, as set forth in the Documentation. If any App uses or implements an outdated version of the API or the Service, you acknowledge and agree that such App may not be able to communicate with the Service. You agree not to modify, extend, subset or superset the API to any extent. You understand that we may cease support of old versions or releases of the API.
7. Usage and Monitoring. It is Licensee’s responsibility to ensure it does not exceed any API rate usage limitations set forth in the Documentation. Sublime reserves the right to limit the number of API calls that Licensee will be permitted to make in connection with the API during any given period. Exceeding the API limit repeatedly may result in throttling or the termination of this Agreement by Sublime. Licensee also agrees to provide Sublime access to the App and/or other materials related to Licensee’s use of the API, the Service and the Content in order to verify compliance with this Agreement.
8. Suspension; Termination. Sublime may suspend Licensee’s use of the API and access to the Service or terminate this Agreement at any time if Sublime believes, in its sole discretion, that (i) Licensee has violated this Agreement, or (ii) suspension or termination is reasonably necessary to protect the interests of Sublime or its users.
9. Ownership; Feedback. Licensee may (but is not obligated to) provide suggestions, comments or other feedback to the Sublime with respect to the API or the Services (“Feedback”). Feedback, even if designated as confidential by Licensee, shall not create any confidentiality obligation for Sublime notwithstanding anything else. Sublime acknowledges and agrees that all Feedback is provided “AS IS” and without warranty of any kind. Licensee shall, and hereby does, grant to Sublime a nonexclusive, worldwide, perpetual, irrevocable, transferable, sublicensable, royalty-free, fully paid up license to use and exploit the Feedback for any purpose. Nothing in this Agreement will impair Sublime’s right to develop, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with any products, software or technologies that Licensee may develop, produce, market, or distribute.
10. Licensee Data. In connection with your use of the API, you may provide us with Licensee Data. For purposes of this Agreement, “Licensee Data” shall mean any data, information or other material provided, uploaded, or submitted by Licensee to the Service in the course of using the API or the Service. Licensee shall retain all right, title and interest in and to the Licensee Data, including all intellectual property rights therein. Licensee, not Sublime, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Licensee Data. Licensee represents and warrants that it has all rights necessary to provide the Licensee Data to Sublime as contemplated hereunder, in each case without any infringement, violation or misappropriation of any third party rights (including, without limitation, intellectual property rights and rights of privacy). Sublime shall use commercially reasonable efforts to maintain the security and integrity of the Service and the Licensee Data. Sublime is not responsible to Licensee for unauthorized access to Licensee Data or the unauthorized use of the API or the Service unless such access is due to Sublime’s gross negligence or willful misconduct. To the extent that the Licensee Data includes any personal data, (i) Sublime will process, retain, use, and disclose such personal data only as necessary to provide the Services hereunder, which constitutes a business purpose, (ii) Sublime agrees not to sell such personal data, to retain, use, or disclose such personal data for any commercial purpose other than providing the Services, or to retain, use, or disclose such personal data outside of the scope of this Agreement. Sublime understands its obligations under applicable data protection laws and will comply with them. Notwithstanding anything to the contrary, Licensee acknowledges and agrees that Sublime may (i) internally use and modify (but not disclose) Licensee Data for the purposes of (A) providing the Service to Licensee and (B) generating Aggregated Anonymous Data (as defined below), and (ii) freely use, retain and make available Aggregated Anonymous Data for Sublime’s business purposes (including without limitation, for purposes of improving, testing, operating, promoting and marketing Sublime’s products and services). “Aggregated Anonymous Data” means data submitted to, collected by, or generated by Sublime in connection with Licensee’s use of the Service, but only in aggregate, anonymized form which can in no way be linked specifically to Licensee.
11. Indemnification. Licensee agrees to defend, indemnify and hold harmless Sublime, its officers, directors, shareholders, employees, agents, affiliates, parent, and subsidiary companies against any and all costs, claims, damages or expenses incurred (and reasonable attorneys’ fees in connection therewith), as well as amounts finally awarded in a settlement or by a court, arising from or relating to any claim that (i) Licensee’s use of the API or Service in a manner other than in accordance with the terms and conditions of this Agreement or the Documentation (ii) Licensee Data infringes, violates, or misappropriates any third party intellectual property or proprietary right, including any rights of privacy, or violates any applicable law.
12. Patent License. Licensee hereby grants Sublime a nonexclusive, sublicensable, fully-paid, worldwide license to fully exercise and exploit all patent rights with respect to improvements or extensions created by or for Licensee that are relevant to the API or otherwise result from or are enabled by access to the API. For clarity, Licensee is not required to disclose any such patent or patent rights to Sublime.
13. WARRANTY DISCLAIMER. SUBLIME PROVIDES THE API “AS IS” AND WITHOUT WARRANTY OF ANY KIND, AND HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY, AND NON-INFRINGEMENT.
14. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL SUBLIME OR ITS LICENSORS, SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, OR DAMAGES RESULTING FROM LICENSEE’S USE OF THE API. SUBLIME’S LIABILITY FOR DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO $100. THE FOREGOING WILL NOT APPLY TO DAMAGES FOR BODILY INJURY THAT, UNDER APPLICABLE LAW, CANNOT BE SO LIMITED. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF YOU HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.