Terms & Conditions:
TaskToday API Terms and Conditions
TaskToday API LICENSE AGREEMENT
This is a legal agreement (Agreement) between the undersigned (You or Developer) and TaskToday, Inc. (TaskToday), for use of certain of TaskToday's Application Programming Interfaces (APIs) that enable Developers to provide additional functionality for users of TaskToday products or to integrate access to certain TaskToday products into Developer's product offerings.
- 1. Creating Offerings and Enabling User Access to TaskToday Products.
- 1.1 Offering Integration. During the term of this Agreement, Developer may use the APIs to provide capabilities or integrations which leverage one or more the TaskToday products available at tasktoday.com (the TaskToday Products) into additional functionality, products, websites and/or services which are offered by Developer (the Offerings), subject to the terms and conditions of this Agreement. TaskToday will make available to Developer the TaskToday API and any corresponding reference materials made available by TaskToday from time to time, as may be amended or revised by TaskToday from time to time (the TaskToday API Documentation) for use for such purposes during the term of this Agreement.
- 1.2 User Terms and Conditions. Developer agrees and acknowledges that users of the Offerings (Users) must be TaskToday account holders for a TaskToday Product in order to access and use such TaskToday Product through the Offerings. Developer further agrees and acknowledges that all Users' access and use of the TaskToday Products is subject in all respects to the terms and conditions of use provided by TaskToday on its web page, as may be modified by TaskToday in its sole discretion from time to time (the User Terms and Conditions). Developer hereby agrees to either
- (i) require all Users of the Offerings to agree to the User Terms and Conditions prior to permitting such users to access the TaskToday Products through the Offerings or
- (ii) only provide access to TaskToday Products in a manner that requires users to register with TaskToday individually and accept the User Terms and Conditions. Developer further agrees that, to the extent Developer uses the TaskToday Products on its own behalf or on behalf of its customers, Developer's use shall be subject to the User Terms and Conditions in all respects.
- 1.3 Developer's Right to Offerings. Developer represents, warrants and covenants that Developer has and will at all times maintain the right to provide all Offerings provided by Developer hereunder.
- 1.5 Notification of Offering. Developer agrees that it shall notify the TaskToday API coordinator (email@example.com) when it commences each Offering using the APIs and upon its cessation of use of such Offering.
- 1.6 Developer Information. Developer shall provide TaskToday with contact information and provide TaskToday with permission to share that contact information with any user of the Developer Offering. Developer shall update the contact information as needed such that TaskToday always has current contact information for the Offering.
- 1.7 Support. Developer agrees to provide support for their Offerings. Developer agrees and acknowledges that TaskToday has no support obligations for Developer Offering.
- 2. License to TaskToday APIs.
- 2.1 License. TaskToday hereby grants to Developer a restricted, non-exclusive, non-transferable, limited license to use and integrate the APIs into Developer's Offering for the sole purpose of developing the integration to the Offering and allowing access to the TaskToday Products via the Offering. Once integrated into the Offering, access to the APIs may then be distributed to Developer's customers, as an integrated part of the Offering.
- 2.2 Restrictions. You may not access the APIs if you are a competitor of TaskToday, except with TaskToday's prior written consent. Except as expressly provided herein, Developer has no other right to install, integrate, use, reproduce, sublicense or distribute APIs. Developer shall not modify, reverse engineer, decompile, or otherwise alter or attempt to gain access to the APIs or the TaskToday Products in a manner not in accordance with this Agreement. Developer shall not use or enable its customers to use the APIs for the purposes of testing or comparison of TaskToday Products or for any purpose competitive with TaskToday Products.
- 2.3 Developer's Responsibilities. Developer shall be solely responsible for, and shall indemnify, defend and hold harmless TaskToday against, any third party claims arising from the Offering. Developer shall implement the APIs in accordance with the TaskToday API Documentation. Developer shall not perform bulk operations with APIs which are designed for single contact operations (such as the API_AddSiteVisitor and API_UnsubscribeSiteVisitor). Developer shall not perform single contact operations with APIs which are designed for performing bulk operations. Developer shall ensure that all Offerings which access the TaskToday Products will comply with all applicable laws and regulations. Developer agrees that it may use the APIs to add or update only subscribers that have been obtained by the User using permission-based standards pursuant to which the subscriber has agreed to receive electronic mail communications from the Offering User. Address information from purchased lists, distribution lists, newsgroups or spam email address lists is not considered permission-based for any purpose under this Agreement.
- 2.4 Ownership; No Other Licenses. The APIs contained in the Offering shall remain the sole and exclusive intellectual property of TaskToday and Developer shall reasonably assist TaskToday in protecting such ownership. No other licenses or rights in any of TaskToday's intellectual property rights are granted hereunder. For example and without limitation, no rights are granted to use TaskToday's logos or trademarks.
- 2.4.1 Logo and Brand Usage. This agreement does not grant Developer any rights to the use of the TaskToday trademarks, brands and logos except that Developer may textually refer to the TaskToday Products for the purposes of describing the Offering.
- 2.5 Right to Developer's Ideas, Logo and Name. Developer hereby grants to TaskToday a non-exclusive, royalty-free, irrevocable, perpetual license to use any ideas that TaskToday learns from observing Developer's Offerings or other use of the APIs, except that no rights are granted to TaskToday in any patents or patent applications owned by Developer or any third party now or in the future. Further, Developer hereby grants to TaskToday the right to use Developer's name and logo for the purpose of disclosing that Developer is providing.Offerings using the APIs and for promotion of the availability of the APIs.
- 2.6 Security. Developer agrees to protect the security and confidentiality of any credentials and API keys disclosed by TaskToday hereunder.
- 2.7 Disclaimer. USE OF THE APIS AND ANY RELIANCE BY DEVELOPER UPON THE APIS, INCLUDING ANY ACTION TAKEN BY DEVELOPER BECAUSE OF SUCH USE OR RELIANCE, IS AT DEVELOPER'S SOLE RISK. TaskToday DOES NOT WARRANT THAT THE APIS WILL BE CORRECT OR THAT TaskToday PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES TaskToday MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE APIS OR TaskToday PRODUCTS. TaskToday MAY MODIFY OR TERMINATE OR RESTRICT ACCESS TO THE APIS AT ANY TIME WITHOUT NOTICE. THE APIS AND TaskToday PRODUCTS ARE PROVIDED "AS IS" AND TaskToday DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.
- 3. Non-Exclusivity. Developer acknowledges that Developer's right to use and demonstrate the TaskToday Products hereunder is non-exclusive, and that TaskToday reserves the right to sell and distribute any of its services to any customers in the world, and to appoint any third party to do so, without giving Developer notice thereof and without incurring any liability to Developer therefore. TaskToday reserves the right to develop and extend its products and capabilities without regard to whether those products compete with or invalidate any Developer Offering. Unless otherwise mutually agreed by the Parties, including but not limited to the terms of our standard business partner agreement, TaskToday may contact directly any User for the purpose of marketing and selling the TaskToday Products. Unless otherwise mutually agreed by the Parties, including but not limited to the terms of our standard business partner agreement, in the event that such User elects to purchase the TaskToday Products, TaskToday shall have no obligation to Developer with respect to such transaction.
- 4. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL TaskToday OR ANY OF ITS UNDERLYING SERVICE PROVIDERS, BUSINESS PARTNERS, INFORMATION PROVIDERS, ACCOUNT PROVIDERS, LICENSORS, OFFICERS, DIRECTORS, EMPLOYEES, DISTRIBUTORS OR AGENTS (COLLECTIVELY REFERRED TO FOR PURPOSES OF THIS SECTION AS "TaskToday") BE LIABLE TO DEVELOPER OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF TaskToday SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY. IN THE EVENT THAT, NOTWITHSTANDING THE FOREGOING, TaskToday IS FOUND LIABLE TO YOU FOR DAMAGES FROM ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE), THE MAXIMUM AGGREGATE LIABILITY OF TaskToday TO YOU ARISING IN CONNECTION WITH THIS AGREEMENT SHALL BE LIMITED TO $100.
- 5. Term; Termination; Surviving Obligations and Limitations. Developer may terminate this Agreement at any time by ceasing to provide Offerings and sending a confirmatory e-mail to the TaskToday API Coordinator ( firstname.lastname@example.org). TaskToday may terminate this Agreement and/or disable Developer's ability to provide Offerings via the APIs, in each case at any time with or without cause, and with or without notice. TaskToday shall have no liability to you or any third party because of such termination or action. The following provisions shall survive expiration or termination of this Agreement: Sections 4 (Limitation of Liability), 5 (Surviving Obligations and Limitations) and 7 (Miscellaneous).
- 6. Restricted Persons; Export of Products or Technical Data Developer hereby warrant that Developer is not a Restricted Person. For purposes of this Agreement, Developer is a Restricted Person if Developer or any officer, director, or controlling shareholder of Developer is
- (1) a national of or an entity existing under the laws of Cuba, Iran, Sudan, Syria, or any other country with which U.S. persons are prohibited from engaging in transactions, as may be determined from time to time by the U.S. Treasury Department;
- (2) designated as a Specially Designated National or institution of primary money laundering concern by the U.S. Treasury Department;
- (3) listed on the Denied Persons List or Entity List by the U.S. Commerce Department;
- (4) engaged in nuclear, missile, chemical or biological weapons activities to which U.S. persons may not contribute without a U.S. Government license; or
- (5) owned, controlled, or acting on behalf of a Restricted Person. If you become a Restricted Person during the term of this Agreement, you shall notify TaskToday (email@example.com) within twenty-four (24) hours, and TaskToday shall have the right to terminate any further obligations to Developer, effective immediately and with no further liability to you, but without prejudice to your outstanding obligations to TaskToday. You agree that you shall not utilize the Products to conduct or facilitate any transaction with any Restricted Person, except as may be expressly authorized in advance in writing by the U.S. Government. You may not remove or export from the United States or allow the export or re-export of the Products, or any direct product thereof, including technical data, in violation of any restrictions, laws, or regulations of the United States or any other applicable country.
- 7. Miscellaneous
- 7.1 Assignment. Developer may not assign or otherwise transfer this Agreement or any interest or right hereunder or delegate the performance of any of Developer's obligations hereunder to any third party without the prior written consent of TaskToday. Such consent shall not be unreasonably withheld or delayed. Any such attempted assignment, transfer or delegation without TaskToday's prior written consent, will be deemed null and void and result in the immediate termination of this Agreement without necessity of notice.
- 7.2 Governing Law; Venue. The Agreement shall be governed by the laws of the Commonwealth of Massachusetts, USA without regard to its choice or law or conflict of laws provisions. All legal actions in connection with the Agreement shall be brought in the state or federal courts located in Boston, Massachusetts.
- 7.3 Entire Agreement. TaskToday and you agree that this Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No delay or omission by either party in exercising any right or remedy under this Agreement or existing at law or equity shall be considered a waiver of such right or remedy.
- 7.4 Notices. Any notices given under this Agreement shall be in writing and deemed to have been sufficiently given when delivered by hand or sent by facsimile transmission (which is acknowledged by the recipient), overnight courier or by certified or registered mail, postage and other charges prepaid to the addresses for each party listed below. The date of mailing any written notice will be deemed the date on which such notice is given unless otherwise specified in the notice.
- 7.5 Status as Independent Contractor. The relationship between TaskToday and Developer is that of licensor to licensee and nothing herein contained shall be deemed to establish or otherwise to create a relationship of principal and agent, partners, fiduciaries, or joint venturers between TaskToday and Developer. Developer represents that it is an independent contractor who will not be deemed an agent of TaskToday for any purpose whatsoever and neither Developer nor any of Developer's agents or employees will have any right or authority to assume or create any obligation of any kind, whether express or implied, on behalf of TaskToday. This Agreement is not a franchise agreement and does not create a franchise relationship between the parties and if any provision of this Agreement is deemed to create a franchise between the parties, then those provisions shall be deemed void and will automatically terminate as if such provision had been deemed unenforceable by a court.
- 7.6 Equitable Relief. Developer agrees that any violation or threatened violation of this Agreement may cause irreparable injury to TaskToday, entitling TaskToday to obtain injunctive or other equitable relief in addition to all legal remedies.
- 7.7 Costs and Attorneys' Fees. In any action or proceeding to enforce rights under the Agreement, the prevailing party will be entitled to recover its costs and attorneys' fees. 7.8 Severability. If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
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