Semantic API License Agreement
This API License Agreement ("Agreement") is entered into by and between:
Provider: Semantic ApS, with its principal place of business at Agern Allé 5a, 2970 Hørsholm, Denmark ("Provider"),Customer: Identified by company registration number("Customer").
Effective Date: The date is set by signing up in Portal.semantic.biz, selecting the plan, and adding payment information.
1. Definitions
1.1 "API" means the application programming interface provided by the Provider that allows the Customer to access the Provider's SaaS services.
1.2 "SaaS Services" means the software as a service offering provided by the Provider accessible via the API.
1.3 "Documentation" means the technical and user documentation provided by the Provider for (https://portal.semantic.biz/) the use of the API and SaaS Services.
2. License Grant
2.1 Access License.
Subject to the terms and conditions of this Agreement, the Provider hereby grants the Customer a non-exclusive, non-transferable, limited license to access and use the API solely for integrating with the Provider's SaaS Services.
3. Usage Restrictions
3.1 Restrictions.
The Customer shall not:
- Use the API in any manner beyond the scope granted in Section 2.
Reverse engineer, decompile or disassemble the API or SaaS Services.
- Lease, sublicense, or otherwise transfer access to the API or SaaS Services to any third party.
- Use the API to create a product or service competitive with the Provider's offerings.
4. Customer Responsibilities
4.1 Compliance.
The Customer agrees to use the API and SaaS Services in compliance with all applicable laws and regulations.
4.2 Security.
The Customer is responsible for maintaining the security of their API keys and credentials.
5. Fees and Payment
5.1 Fees.
The Customer shall pay the Provider the fees specified under section “Terms and Pricing” Pricing in accordance with the payment terms set forth therein.
5.2 Payment
Payment by credit card for monthly subscriptions. For annual subscriptions (Pricing) payments are due [Net 30 days] from the date of invoice.
6. Support
6.1 Support Services.
The Provider will provide support for the API and SaaS Services as described in [Support Policy/Exhibit B].
7. Confidentiality and data protection
7.1 Confidential Information.
Each party agrees to protect the other party's confidential information with the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.
7.2 Provider
Provider reserves the right to use any data provided on the platform to operate and improve the services of the Platform, and to develop new ones. Data that is considered sensitive will before use be anonymized by either: i) Aggregation: data will be bundled together and transformed through, but not limited to, summation, multiplication, subtraction and division, or ii) Removal of any sensitive information that can be traced back to the entity the data is concerning. These rights continue after the Customer has stopped using the platform.
7.3 Data Protection
The Provider is obligated to handle all acquired data from the Customer fully in accordance to all rules regarding data protection including GDPR.
8.Intellectual Property
8.1 Ownership.
The Provider retains all right, title, and interest in and to the API, SaaS Services, and Documentation, including all intellectual property rights therein.
9. Warranties and Disclaimers
9.1 Warranty Disclaimer.
The API and SaaS Services are provided "as is" and the Provider disclaims all warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, and non-infringement
10. Limitation of Liability
10.1 Limitation.
In no event shall the Provider be liable for any indirect, incidental, special, consequential, or punitive damages, or any loss of profits or revenues, whether incurred directly or indirectly, or any loss of data, use, goodwill, or other intangible losses, resulting from the Customer's access to or use of the API or SaaS Services.
11.Term and Termination
11.1 Term.
This Agreement shall commence on the Effective Date and continue until terminated by either party
11.2 Termination for Convenience.
Termination for Convenience. Either party may terminate this Agreement for any reason upon thirty (30) days' written notice to the other party.
11.3 Termination for Cause.
Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party breaches any material term of this Agreement and fails to cure such breach within thirty (30) days of receiving notice thereof.
11.4 Payments due regardless
All outstanding payments between the parties must be paid at the latest on their respective due dates, regardless of whether this agreement has been terminated and regardless of the reason for a possible termination.
12.Governing Law
12.1 Law.
This Agreement shall be governed by and construed in accordance with the laws of Denmark, without regard to its conflict of laws principles.
12.2 Arbitration
Any dispute or claim arising out of or in connection with this Agreement, including any dispute concerning the existence, breach, termination or invalidity thereof, shall be finally settled by arbitration in accordance with the Rules of Procedure of the Danish Institute of Arbitration (‘Danish Arbitration’) as applicable and adopted by the Danish Institute of Arbitration at the time when such arbitration proceedings are commenced. The place of the arbitration will be Copenhagen, Denmark. The proceedings and the award(s) shall be kept confidential.
13. Miscellaneous
13.1 Entire Agreement.
This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior agreements and understandings.
13.2 Amendments.
Any modification or amendment to this Agreement must be in writing and signed by both parties.
13.3 Severability.
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
13.4 Waiver.
The failure of either party to enforce any right or provision of this Agreement shall not be deemed a waiver of such right or provision.
By clicking "I Accept" or otherwise accessing or using the API and SaaS Services, the Customer agrees to be bound by the terms and conditions of this API License Agreement as of the Effective Date specified above.
This acceptance serves as an electronic signature, and both the Provider and the Customer acknowledge the legal validity of this Agreement executed in this manner.