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SONOA APIGEE TERMS OF USE
BY CLICKING THE "I ACCEPT" BUTTON, COMPLETING THE REGISTRATION PROCESS AND/ OR OTHERWISE USING THE SERVICE, YOU AGREE THE SONOA APIGEE TERMS OF USE FORM A LEGAL AGREEMENT BETWEEN YOU AND SONOA SYSTEMS, INC. (“SONOA”). BY USING THE SERVICE YOU INDICATE THAT YOU AGREE ON YOUR OWN BEHALF AND ON BEHALF OF EACH ENTITY FOR WHOSE BENEFIT YOU ACT (TOGETHER “YOU” OR “YOUR”) TO THIS AGREEMENT AND ACKNOWLEDGE THIS AGREEMENT GOVERNS YOUR USE OF THE SERVICE, AND THAT YOU MAY NOT USE THE SERVICE WITHOUT AGREEING TO THIS AGREEMENT FIRST. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS AND CONDITIONS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MAY NOT USE THE SERVICE. IF A WRITTEN AGREEMENT REGARDING YOUR USE OF THE SERVICE EXISTS BETWEEN AND HAS BEEN EXECUTED BY BOTH YOU AND SONOA, THE TERMS OF THAT WRITTEN AGREEMENT SHALL TAKE PRECEDENCE OVER THIS AGREEMENT AND YOU ACKNOWLEDGE THAT YOU ARE BOUND BY THE TERMS OF THAT WRITTEN AGREEMENT.
DEFINITIONS. As used in this Agreement and in any applicable ordering document now or hereafter associated with the Service:
"Account" refers to the billing account for the Service. All Profiles linked to a single API will have their API Requests aggregated prior to determining the charge, if any, for the Service for that API.
"Agreement" means these “Sonoa Apigee Terms of Use”, any applicable order form (whether written or submitted online via the Service website) and any materials available on the Sonoa Apigee website incorporated by reference herein, including but not limited to Sonoa’s privacy policy, as such materials , including this Agreement may be updated from time to time at Sonoa’s sole discretion.
"API" means a group of methods that are linked to an Account and use the same API Proxy. Each API consists of a Profile that measures all pages within the API.
"API Proxy" means collectively the proprietary Apigee Proxy, which is called by developer programs for the purpose of collecting Customer Data and enforcing API policies, together with any fixes, updates and upgrades provided to You.
"API Request" is the unit of measurement for usage of the Service. An API Request is used when the API Proxy is called by a developer program, and processed as part of a Profile. An API Request will be incurred for each instance of the API Proxy on the API, and for each Profile receiving information from the API Proxy for such API.
"Customer Data" means the data concerning the characteristics and activities of developer programs using Your API that are collected through use of the API Proxy and then analyzed as part of the Service.
"Documentation" means any accompanying proprietary documentation made available to You by Sonoa for use with the Software, including any documentation available online or otherwise.
"Effective Date" means the date this Agreement is accepted.
"Profile" means the collection of settings that together determine the information to be included in, or excluded from, a particular Report. For example, a Profile could be established to view a small portion of an API as a unique Report. There can be only one Profile established under a single API.
"Report" means the resulting analysis shown at HYPERLINK "http://www.apigee.com" http://www.apigee.com (or such other URL Sonoa may provide from time to time) for an individual profile. The number of charts, graphs, and statistics contained in a Report varies with the edition of the Service.
"Servers" means the servers controlled by Sonoa (or its wholly owned subsidiaries) upon which the Software and Customer Data are stored.
"Service(s)" means Sonoa's online analytics services for the control of web services and APIs that is developed, operated, and maintained by Sonoa, accessible via HYPERLINK "http://www.apigee.com" http://www.apigee.com or another designated website or IP address, or ancillary online or offline products and services provided to You by Sonoa, to which You are being granted access under this Agreement, including the Sonoa Technology.
"Sonoa Technology" means all of Sonoa's proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs and other tangible or intangible technical material or information) made available to You by Sonoa in providing the Service.
“WebAPI” means one or more web pages that You own and control.
License Grant & Scope of Rights.
Sonoa hereby grants You a revocable, non-exclusive, non-transferable, worldwide license, solely for Your own internal purposes, to use the Service and to remotely access and view Your Reports. Your license of, use of and access to the Service is conditioned upon Your compliance with the terms and conditions of the Agreement. All rights not expressly granted to You are reserved by Sonoa and its licensors.
You may not access the Service for purposes of benchmarking or competitive purposes.
You shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service in any way; (ii) modify or make derivative works based upon the Service; or (iii) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. You may use the Service only for Your internal business purposes and shall not: (i) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (ii) attempt to gain unauthorized access to the Service or its related systems or networks.
Fees And Services. Subject to Section 15 herein, the Service is provided without charge to You for up 50,000 API Requests per hour per Profile. Your Use of the Service for greater than 50,000 API Requests per hour per Profile will be subject to the fees, charges, and billing terms in effect at the time a fee or charge is due and payable to Sonoa. Sonoa may change its fees and payment policies for the Service from time to time including but not limited to other fees charged to Sonoa or its wholly-owned subsidiaries by 3rd party vendors for the inclusion of data in the Reports. The changes to the fees or payment policies are effective upon Your acceptance of such changes which will be posted at http://apigee.com/pricing (or such other URL Sonoa may provide from time to time). Unless otherwise stated, all fees are quoted in U.S. Dollars. Any outstanding balance becomes immediately due and payable upon termination of this Agreement for any reason and any collection expenses (including attorneys' fees) incurred by Sonoa will be included in the amount owed, and may be charged to the credit card or other billing mechanism associated with Your Account.
Member Account, Password, and Responsibilities. To register for the Service, You must complete the registration process by providing Sonoa with current, complete and accurate information as prompted by the registration form, including Your e-mail address (username) and password. You shall protect Your passwords and take full responsibility for Your own, and third party, use of Your Accounts. You are solely responsible for any and all activities that occur under Your Account and shall abide by all applicable local, state, national and foreign laws, treaties and regulations in connection with Your use of the Service, including those related to data privacy, international communications and the transmission of technical or personal data. You, not Sonoa, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Data. You agree to notify Sonoa immediately upon learning of any unauthorized use of Your Account or any other breach of security. From time to time, Sonoa's support staff may log in to the Service under Your customer password in order to maintain or improve service, including to provide You assistance with technical or billing issues. You hereby acknowledge and consent to such access.
Confidentiality. "Confidential Information" includes any proprietary data and any other information disclosed by one party to the other in writing and marked "confidential" or disclosed orally and, within five business days, reduced to writing and marked "confidential". Notwithstanding the foregoing, Confidential Information will not include any information that is or becomes known to the general public, which is already in the receiving party's possession prior to disclosure by a party or which is independently developed by the receiving party without the use of Confidential Information. Neither party will use or disclose the other party's Confidential Information without the other's prior written consent except for the purpose of performing its obligations under this Agreement or if required by law, regulation or court order. In which case, the party being compelled to disclose Confidential Information will give the other party as much notice as is reasonably practicable prior to disclosing such information. Upon termination of this Agreement, the parties will promptly either return or destroy all Confidential Information and, upon request, provide written certification of such. You are responsible for safeguarding the confidentiality of Your password(s) and user name(s) issued to You by Sonoa, and for any use or misuse of Your account resulting from any third party using a password or user name issued to You. You agree to immediately notify Sonoa of any unauthorized use of Your account or any other breach of security known to You.
Information Rights And Publicity . Sonoa may retain and use, subject to the terms of its Privacy Policy (located at apigee.com/privacy, or such other URL as Sonoa may provide from time to time), information collected in Your use of the Service. Sonoa will not share information associated with You or Your API with any third parties unless Sonoa (i) has Your consent; (ii) concludes that it is required by law or has a good faith belief that access, preservation or disclosure of such information is reasonably necessary to protect the rights, property or safety of Sonoa, its users or the public; or (iii) provides such information in certain limited circumstances to third parties to carry out tasks on Sonoa's behalf (e.g., billing or data storage) with strict restrictions that prevent the data from being used or shared except as directed by Sonoa . When this is done, it is subject to agreements that oblige those parties to process such information only on Sonoa's instructions and in compliance with this Agreement and appropriate confidentiality and security measures.
Indemnification . You agree to indemnify, hold harmless and defend Sonoa and its wholly owned subsidiaries, at Your expense, any and all third-party claims, actions, proceedings, and suits brought against Sonoa or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys' fees and other litigation expenses) incurred by Sonoa or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (i) Your breach of any term or condition of this Agreement, (ii) Your use of the Service, or (iii) Your violations of applicable laws, rules or regulations in connection with the Service. In such a case, Sonoa will provide You with written notice of such claim, suit or action. You shall cooperate as fully as reasonably required in the defense of any claim. Sonoa reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by You.
8. Third Parties. If You provide access to Your Account or any portion thereof to any third party or use the Service to collect information on behalf of any third party ("Third Party"), whether or not You are authorized to do so by Sonoa or its wholly owned subsidiaries, the terms of this Section 9 shall apply to You. If You use the Service on behalf of any Third Party, You represent and warrant that (a) You are authorized to act on behalf of, and bind to this Agreement, that Third Party , (b) as between the Third Party and You, the Third Party owns any rights to Customer Data in the applicable account, and (c) You shall not disclose Third Party's Customer Data to any other party without the Third Party's consent.
You shall ensure that each Third Party is bound by and abides by the terms of this Agreement. Sonoa and its wholly owned subsidiaries make no representations or warranties for the direct or indirect benefit of any Third Party. With respect to Third Parties, You shall take all measures necessary to disclaim any and all representations or warranties that may pertain to Sonoa and its wholly owned subsidiaries, the Service, the Software or the Reports, or use thereof. You agree to indemnify, hold harmless and defend Sonoa and its wholly owned subsidiaries, at Your expense, against any and all third-party claims, actions, proceedings, and suits brought against Sonoa or any of its officers, directors, employees, agents or affiliates, and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys' fees and other litigation expenses) incurred by Sonoa, or any of its officers, directors, employees, agents or affiliates, arising out of or relating to (a) any representations and warranties made by You concerning any aspect of the Service, the Software or Reports to Third Parties; (b) any claims made by or on behalf of any Third Party pertaining directly or indirectly to Your use of the Service, the Software or Reports; (c) violations of Your obligations of privacy to any Third Party; and (d) any claims with respect to acts or omissions of Third Parties in connection with the Services, the Software or Reports.
10. Disclaimer Of Warranties. The information and services included in or available through the Service, including the Reports, may include inaccuracies or typographical errors. Changes are periodically added to the information herein. Sonoa and/or its respective suppliers may make improvements and/or changes in the Service or Software at any time, with or without notice. Sonoa does not represent or warrant that the Service will be uninterrupted or error-free, that defects will be corrected, or that the Service, the Software or any other software on the Server are free of viruses or other harmful components. Sonoa does not warrant or represent that the use of the Service or the Reports will be correct, accurate, timely or otherwise reliable. You specifically agree that Sonoa and its wholly owned subsidiaries shall not be responsible for unauthorized access to or alteration of the Customer Data or data from Your WebAPI.
THE SERVICE IS PROVIDED "AS IS" AND THERE ARE NO WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY SONOA, EITHER EXPRESS, IMPLIED, OR STATUTORY, WITH RESPECT TO THE SERVICE, INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. SONOA DOES NOT WARRANT THAT THE SERVICE WILL MEET YOUR NEEDS OR BE FREE FROM ERRORS, OR THAT THE OPERATION OF THE SERVICE WILL BE UNINTERRUPTED. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR THE SERVICE. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU.
11. Limitation Of Liability . SONOA WILL NOT BE LIABLE TO YOU OR ANY THIRD-PARTY CLAIMANT FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA COLLECTED THROUGH THE SERVICE), OR INCIDENTAL DAMAGES, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF SONOA AND/OR ITS SUBSIDIARIES AND AFFILIATES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION CONTAINED IN THIS PARAGRAPH SHALL APPLY REGARDLESS OF THE FAILURE OF THE EXCLUSIVE REMEDY PROVIDED IN THE FOLLOWING PARAGRAPH. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS IN THIS AND THE FOREGOING PARAGRAPH MAY NOT APPLY TO YOU.
SONOA'S TOTAL CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED U.S. $500.
12. Service Levels . Sonoa does not guarantee the Service will be operable at all times or during any down time (1) caused by outages to any public Internet backbones, networks or servers, (2) caused by any failures of Your equipment, systems or local access services, (3) for previously scheduled maintenance or (4) relating to events beyond Sonoa's (or its wholly owned subsidiaries') control such as strikes, riots, insurrection, fires, floods, explosions, war, governmental action, labor conditions, earthquakes, natural disasters, or interruptions in Internet services to an area where Sonoa (or its wholly owned subsidiaries) or Your servers are located or co-located. Complete accuracy in all aspects of Your Statistics at all times also is not guaranteed.
13. Ownership. Sonoa (and its licensors, where applicable) shall own all right, title and interest, including all related intellectual property rights, in and to the Sonoa and the Service and any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by You or any other party relating to the Service. The Sonoa name, the Sonoa logo, and the product names associated with the Service are trademarks of Sonoa or third parties, and no right or license is granted to use them.
14. U.S. GOVERNMENT RIGHTS . If the use of the Service is being acquired by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any tier), in accordance with 48 C.F.R. 227.7202-4 (for Department of Defense (DOD) acquisitions) and 48 C.F.R. 2.101 and 12.212 (for non-DOD acquisitions), the Government's rights in the Software, including its rights to use, modify, reproduce, release, perform, display or disclose the Software or Documentation, will be subject in all respects to the commercial license rights and restrictions provided in this Agreement.
15. TERM and TERMINATION . Either party to the Agreement may terminate it at any time and for any reason. Upon any termination or expiration of this Agreement, Sonoa will cease providing the Service. In the event of any termination (a) You will not be entitled to any refunds of any usage fees or any other fees, and (b) any (i) outstanding balance for Service rendered through the date of termination, and (ii) other unpaid payment obligations during the remainder of the term will be immediately due and payable in full and (c) all of Your historical Report data will no longer be available to You unless a purchase or professional services agreement for the exchange and transfer of such data is entered into as a component of termination.
16. MODIFICATIONS TO TERMS OF SERVICE AND OTHER POLICIES. Sonoa reserves the right to change or modify any of the terms and conditions contained in this Agreement or any policy governing the Service, at any time, by posting the new agreement to the API located at HYPERLINK "../../../Library/Mail Downloads/docs.apigee.com/terms"docs.apigee.com/terms (or such other URL as Sonoa may provide). You are responsible for regularly reviewing the policy. No amendment to or modification of this Agreement will be binding unless (i) in writing and signed by a duly authorized representative of Sonoa, (ii) You accept updated terms online, or (iii) You continue to use the Service after Sonoa has posted updates to the Agreement or to any policy governing the Service.
17. MISCELLANEOUS; APPLICABLE LAW AND VENUE. Sonoa shall be excused from performance hereunder to the extent that performance is prevented, delayed or obstructed by causes beyond its reasonable control. This Agreement (including any amendment agreed upon by the parties in writing) represents the complete agreement between us concerning its subject matter, and supersedes all prior agreements and representations between the parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. This Agreement shall be governed by and construed under the laws of the state of California without reference to its conflict of law principles. In the event of any conflicts between foreign law, rules, and regulations, and California law, rules, and regulations, California law, rules and regulations shall prevail and govern. Each party agrees to submit to the exclusive and personal jurisdiction of the courts located in Santa Clara County, California. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act shall not apply to this Agreement. The Software is controlled by U.S. Export Regulations, and it may be not be exported to or used by embargoed countries or individuals. Any notices to Sonoa must be sent to: Sonoa Systems, Inc., 2380 Walsh Ave. Santa Clara, CA 95051, USA , Attn: Legal Department, via first class or air mail or overnight courier, and are deemed given upon receipt. A waiver of any default is not a waiver of any subsequent default. You may not assign or otherwise transfer any of Your rights hereunder without Sonoa's prior written consent, and any such attempt is void. The relationship between Sonoa and You is not one of a legal partnership relationship, but is one of independent contractors. This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto. The following sections of this Agreement will survive any termination thereof: 1, 4, 5, 6 (except the last two sentences), 7, 8, 9, 10, 11, 13, 15, and 17.