ReCharge Inc. API agreement
Last updated on November 5, 2021
THIS RECHARGE INC. API AGREEMENT (“AGREEMENT”) IS A LEGALLY BINDING AGREEMENT BETWEEN RECHARGE INC. (“RECHARGE”) AND THE LEGAL ENTITY YOU REPRESENT (“YOU”). IF YOU USE OR ARE ENGAGING IN ACTIVITIES UNDER THIS AGREEMENT FOR A BUSINESS OR CORPORATE ENTITY, WHETHER AS AN EMPLOYEE OR CONTRACTOR, THE TERM “YOU” INCLUDES, AND THE TERMS AND CONDITIONS HEREOF ARE BINDING ON, BOTH YOU AS AN INDIVIDUAL AS WELL AS SUCH COMPANY. IN ADDITION, YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH COMPANY, AND THAT SUCH COMPANY HAS AUTHORIZED YOU TO ACCEPT THE TERMS OF THIS AGREEMENT ON ITS BEHALF.
RECHARGE IS WILLING TO PROVIDE A LICENSE TO ITS API AND API MATERIALS (EACH DEFINED BELOW) TO YOU ONLY ON THE CONDITION THAT YOU ACCEPT, AGREE TO AND COMPLY WITH ALL OF THE TERMS AND CONDITIONS IN THIS AGREEMENT. BY CLICKING THAT YOU ACCEPT THESE TERMS OR BY USING THE API, YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS YOU WILL NOT ACCESS THE API OR API MATERIALS.
ARBITRATION NOTICE. You understand and agree that disputes arising under these Terms will be resolved by confidential binding, individual arbitration (See Section 15).
In addition to other terms that may be defined herein, the following terms, when capitalized and in singular or plural form, as appropriate, will have the meanings set forth as follows:
- “ Affiliates ” means any present or future corporation or other Entity that controls, is controlled by, or is under common control with a party (where control means (i) ownership of more than fifty percent (50%) of the shares, equity interest or other securities entitled to vote for election of directors, or (ii) the authority to direct management).
- “ API ” means an application programming interface that Recharge provides or otherwise makes available to You in connection with the API Materials or the Recharge Platform provided hereunder.
- “ API Materials ” means the API, Documentation and Software collectively.
- “ Application ” means each software application You develop with or in connection with the API Materials, which application is intended to be distributed for download and/or installation by Your end users for use on electronic devices or other consumer products.
- “ Documentation ” means documentation that Recharge provides or otherwise makes available to You in connection with the Solution.
- “ Entity ” means any corporation, general partnership, limited partnership, limited liability partnership, joint venture, estate, trust, limited liability company, firm, association, organization, or other legal entity.
- “ Recharge Platform ” means the digital platform provided by Recharge that allows end users of an Application to interact with the Application.
- “ Intellectual Property Rights ” means copyright rights, trademark rights, patent rights, rights in trade secrets, moral rights, right of publicity, right of privacy, authors’ rights, contract and licensing rights, goodwill and all other intellectual property rights as may exist now and/or hereafter come into existence and all renewals and extensions thereof, worldwide.
- “ Software ” means (i) the software provided to You by Recharge and licensed under this Agreement, including the software development kit(s) for the certain features; related libraries and headers; certain sample application(s) in human readable (source code) form or binary form; and (ii) additional software, if any, that Recharge provides to You. The contents of the Software may vary by feature and for platform specific versions.
- API Key. Before accessing the API Materials You must first request an API key. An API key will be generated for you when you provide the information requested for signing up a new Application. You may reproduce and distribute the Software in object code form solely as part of Your Application only if You have obtained an API key. Each API key issued may only be used with a single Application. You may be required to go through an approval process in order to obtain an API key. Recharge may, in its sole discretion, withhold its approval, and decline to provide You an API key for any reason or no reason. Recharge has the right to monitor Your use of the API key and Your Application to ensure Your use is in compliance with this Agreement (a “ Permitted Purpose ”). If used other than for a Permitted Purpose, in accordance with Section 12.1, Recharge has the right to immediately revoke the API key.
- License to API . Subject to and conditioned upon Your compliance with the terms and conditions set forth in this Agreement, Recharge hereby grants to You a personal, non-exclusive, non-sublicenseable, non-transferable, revocable license during the Term, to access and use the API Materials in accordance with the Documentation solely for the purposes of developing and testing an Application for use with the API and making the Application available to the public.
- Beta Releases . From time to time, Recharge may, in its sole discretion, invite You to use, on a trial basis, pre-release or beta features that are in development and not yet available to the public (“ Beta Services ”). If the API Materials provided to You under this Agreement are designated by Recharge as Beta Services, You acknowledge that any such API Materials are a prerelease or experimental version and may not be at the level of performance and compatibility of a final product. The API Materials may not operate correctly and may be substantially modified or withdrawn completely by Recharge. You will not do any significant development or testing using Beta Services. Any development You undertake with Beta Services is at Your sole risk.
- Copies . In addition to any rights expressly provided above, subject to and conditioned upon Your compliance with the terms and conditions of this Agreement, You may make a single copy of the Software only for backup purposes, provided that You reproduce all copyright and other proprietary notices that are on the original copy of the Software. You will not make more copies of the Software than specified in this Agreement.
- Third Party Programs . The Software may contain third party programs, including but not limited to software licensed under open source terms. The license terms associated with those programs apply to Your use of them, and in some instances such programs cannot be used or further distributed without a license from the respective owner of such programs. If necessary, You are solely responsible for obtaining a separate and independent license from such owner with respect to any such use. The delivery of the Software does not convey a license, nor imply any rights, to use third party programs. A separate and independent license for such use may be required and You are solely responsible to verify whether such license is needed in conjunction with Your use of such third party programs. If applicable, certain third-party notices may be made available at the third-party websites or accompanying the Software (e.g., available in the Software readme files).
- Retention of Rights. The API Materials are licensed and not sold to You. You acknowledge and agree that nothing in this Agreement will convey, assign or otherwise transfer to You or Your Affiliates any title or ownership rights in any part of the API Materials or the Recharge Platform.
PROVISION OF API.
- Recharge reserves the right to modify the API and the API Materials, and to release subsequent versions of the API, in accordance with the remainder of this Section 3. Recharge may change or discontinue the availability of some or all of the API at any time for any reason with or without notice. You acknowledge and agree that You may be required to obtain and use the most recent version of the API in order for Your Application to continue to function with the API and the Recharge Platform. Recharge reserves the right to require You to install or update any and all Software to continue using the API and the Recharge Platform.
- You are solely responsible for maintaining the confidentiality of Your account and password (“Credentials”), and You accept responsibility for any and all activities that occur under your account. You agree to keep your Credentials confidential and secure and agree that you will not share your Credentials with any third party. You are solely responsible for any activity that occurs using your Credentials and agree to promptly notify Recharge if your Credentials have been lost or stolen or if you suspect any third party has used your Credentials. You agree that You use the API Materials at Your own risk. Recharge is not responsible for any consequences related to or arising out of Your use of the API Materials. Recharge hereby disclaims any liability resulting from damages caused by your use of the API Materials.
- In the event of an emergency, critical failure, suspected critical failure, loss of license or a security breach (“Incident”), You shall notify Recharge within 72 hours of You becoming aware of an Incident; and without limiting any other right of Recharge hereunder, in event of an Incident, Recharge reserves the right to modify, suspend or discontinue the API and the Recharge Platform at any time without notice or liability to You.
- In all other cases not covered by Section 3.3 above, should Recharge elect to modify or suspend the API due to a planned change, it will use commercially reasonable efforts to give You no less than five (5) business days’ written notice of any such modification or suspension.
- You agree to provide Recharge with access to Your Application and other materials related to Your use of the API as reasonably requested by Recharge in order for Recharge to verify Your compliance with this Agreement. You agree that we may survey Your Application and You will not block or interfere with such efforts.
- Recharge has no obligation to provide users or end users of Your Application with support, software upgrades, enhancements or modifications to the API. Recharge is not required to provide any support for the build of an integration nor ongoing application support for Your Application or integration. Recharge may, in its discretion, attempt to answer Your questions, but will not provide support for the development of Applications nor for support of release applications. You acknowledge and agree that You are solely responsible for providing user and end-user support and any other technical assistance for Your Application.
- Permissions. You represent and warrant to Recharge that You have obtained all necessary rights, permissions and licenses, if any, in content, material, data, or code appearing, used, stored, recorded or displayed in or using any of the Applications and that the Applications will be in full compliance with all terms of applicable platform requirements.
- Application Vetting. Certain Applications must satisfy the vetting requirements as communicated by Recharge prior to listing. Please check these requirements to ensure that your Application is and remains in compliance.
. You agree that You will not directly or indirectly:
- modify, adapt, translate, decompile, disassemble, reverse engineer, reverse assemble, analyze or otherwise examine, prepare derivative works of, modify, or attempt to derive source code from the Recharge Platform or API;
- include any viruses, worms, Trojan horses or any other harmful code that could, in Recharge’s sole discretion, affect the Recharge Platform or API;
- copy, distribute, reproduce, sell, resell, lend, lease, rent, use, or allow access to the Recharge Platform or API Materials except as explicitly permitted under this Agreement;
- use any content available through the API to populate any other sites, applications or services or to create a service substantially similar to the Recharge Platform;
- interfere or attempt to interfere in any manner with the proper functioning of the Recharge Platform or API;
- use the Recharge Platform or API for any illegal or unauthorized purpose, including the unlawful distribution of the API Materials or the infringement, violation or misappropriation of any third party’s Intellectual Property Rights or other proprietary rights;
- remove, obscure, or alter any notice of patent, copyright, trademark or other proprietary right appearing on the Recharge Platform or in any API Material;
- access any undocumented feature of the API, or use any documented feature of the API other than for its intended purpose;
- attempt to conceal Your personal identity or Your Application’s identity when requesting authorization to use the API;
- knowingly use the Recharge Platform or API in a manner that adversely impacts the stability of Recharge’s servers or the Recharge Platform or adversely impacts the performance of the Recharge Platform or API for other clients or applications using the Recharge Platform or API, in Recharge’s sole determination;
- use the API in such a way that knowingly harms, misuses, circumvents, or brings into disrepute the Recharge Platform or Recharge’s brands, trademarks, logos or names;
- exceed the amount of bandwidth, storage or processing power as determined by Recharge in its sole discretion or use the API in a manner that exceeds any quota limitations as set by Recharge in its sole discretion;
- include content or materials (text, graphics, images, photographs, video, sounds, etc.) in Your Application that comprise, constitute or depict any of the following: (i) profanity, nudity, pornographic or obscene images or explicit sexual themes; (ii) defamatory, libelous, racist or discriminatory statements; (iii) material that is unnecessarily violent or dangerous to use; or (iv) material that is illegal or objectionable; or
- conduct any benchmark or stress tests, cause or permit automated queries on the API, or publish any performance data relating to the API or the Recharge Platform.
- License to Recharge . You hereby grant to Recharge and Recharge’s Affiliates a non-exclusive, royalty-free, worldwide license during the Term under all of Your Intellectual Property Rights, to use, reproduce, display, and execute all of Your Applications for (i) internal review and the development and testing of the API; and (ii) demonstrations of such API, its capabilities or functionalities, to third parties. Further, Recharge and its Affiliates may display in any media whatsoever Your name, the name of the Applications and any marks or logos associated with the Applications for purposes of marketing and promoting Your Application and the products and services of Recharge and its Affiliates.
Mandatory End-User License Agreement Clauses
. You will include, in a mandatory end-user license agreement for each of Your Applications legally enforceable provisions which are appropriate to Your Application, which obtain all necessary licenses, rights, consents, and permissions from the end user of the Application and comply with all applicable laws, rules and regulations, and which include, without limitation:
- All terms, disclosures and information necessary to comply with the terms of this Agreement;
- Each end user’s consent to the collection, processing, storage, and use by Recharge and its Affiliates and service providers of data, from the API and the transfer of data, to and between Recharge and its Affiliates and service providers (which may be in the United States or in other countries), in each case for the purposes of (i) providing the Recharge Platform to You and Your end users, (ii) facilitating the provision of new products, updates, enhancements and other services, (iii) improving the API and the Recharge Platform, and (iv) providing new products, services or technologies to You, Your end users, and customers of Recharge and its Affiliates; and
- An advisory to the end user that Your Application may incur data usage charges in varying amounts, based on variable factors which include the number of interactions of Your Application with the Solution (as defined in Section 9.1).
- The licenses to the Software granted to You hereunder are solely for the limited purposes set forth in Section 2 (License Grants). The Software, including, without limitation, the Documentation, shall not be used for any other purpose or use.
- Except as expressly permitted in Section 2,You must not reproduce, distribute, publicly perform, publicly display or create derivative works of or based on the Software, or disclose, rent, lease, loan, provide or otherwise transfer, in any manner, to any third party the Software, Documentation or any portion thereof.
- Excepting any portions of the Software provided to You in source code format, and excepting any third party code distributed with the Software that is licensed under contrary terms, You will not reverse engineer, disassemble, decompile, or translate the Software or any portion thereof, or otherwise attempt to derive the source code version of the Software, except if and to the extent expressly permitted under any applicable law. If applicable law expressly permits such activities, any information so discovered or derived shall be deemed to be the confidential proprietary information of Recharge and must be promptly disclosed by You to Recharge.
- You must not access or use for any purpose any API other than such APIs as are expressly described in the Documentation.
- You must not use the Software to create or develop any developer tools (including without limitation plug-ins and middleware) or any software other than end-user targeted Applications.
- You must not use any part of the Solution (as defined in Section 9.1) to do anything which degrades or otherwise negatively impacts Recharge’s product or services.
- You must not incorporate, link, distribute or use any third party software or code in conjunction with (i) the Software (ii) any software, products, documentation, content or other materials developed using the Software, and/or (iii) any derivative works that You make using the source code portions of the Software (if any), in such a way that: (a) creates, purports to create or has the potential to create, obligations with respect to the Software, including without limitation the distribution or disclosure of any source code; or (b) grants, purports to grant, or has the potential to grant to any third party any rights to or immunities under any Intellectual Property Rights or proprietary rights of Recharge or its Affiliates, including without limitation as such rights exist in or relate to the Software. Without limiting the generality of the foregoing, You must not incorporate, link, distribute or use (1) the Software, (2) any software, products, documentation, content or other materials developed using the Software, nor (3) any derivative works that You make using the source code portions of the Software (if any), with any code or software licensed under any version of the GNU General Public License (“ GPL ”), Affero General Public License (“ AGPL ”), Lesser General Public License (“ LGPL ”), European Union Public License (“ EUPL ”), Apple Public Source License (“ APSL ”), Common Development and Distribution License (“ CDDL ”), IBM Public License (“ IPL ”), Eclipse Public License (“ EPL ”), Mozilla Public License (“ MPL ”), or any other open source license, in any manner that could cause or could be interpreted or asserted to cause the Software (or any modifications thereto) to become subject to the terms of the GPL, AGPL, LGPL, EUPL, APSL, CDDL, IPL, EPL, MPL, or such other open source license. You, and each party receiving Software or any copies thereof from You, do not receive any rights to use such Software or copies thereof in a manner that will cause any patents, copyrights or other Intellectual Property Rights which are owned or controlled by Recharge or any of its Affiliates (or for which Recharge or any of its Affiliates has received license rights) to become subject to any encumbrance or terms and conditions of any third party or open source license (including, without limitation, any open source license listed on http://www.opensource.org/licenses/alphabetical ) (each an “ Open Source License ”). These restrictions, limitations, exclusions and conditions apply even if Recharge or any of its Affiliates becomes aware of or fails to act in a manner to address any violation or failure to comply therewith.
- FEEDBACK . You agree to report promptly to Recharge all bugs You encounter with the API or Software, along with Your logs, steps to reproduce such bugs, and experiences regarding the performance and use of the Recharge Platform. All data, feedback and other information related to or in connection with the API however learned and by whomever collected or provided (collectively, “ API Performance Data ”), are, as between Recharge and You, the confidential and proprietary information of Recharge and subject to Section 8 (Confidentiality). API Performance Data may be used by Recharge for any purpose without payment or attribution to You.
Privacy; Data Collection and Use.
- Data, Non-Interference and Right to Use . You understand that the API may collect and send certain data, to Recharge (hereinafter “ Data ”). You understand and agree that You, and entities working on Your behalf, will not alter, surveil, intercept, inhibit, direct, or otherwise interfere with the transmission of Data to Recharge and its Affiliates in connection with the API. You further agree that You and those working on Your behalf, will not directly access any Data that is stored in a private data store by the API Materials on an end user’s device, apart from any access provided by Recharge. You agree that Recharge may use the Data: (a) to provide the API and the Recharge Platform to You and Your end users, (b) to improve, optimize, troubleshoot, and create bug fixes for the API, and (c) for Recharge’s business purposes, including without limitation (i) facilitating the provision of new products, updates, enhancements and other services, (ii) improving the Recharge Platform, and (iii) providing new products, services or technologies to You, Your end users, and customers of Recharge and its Affiliates. Recharge will make commercially reasonable efforts to cooperate with You so that you can satisfy any obligations you may have to Your end users under applicable data privacy laws concerning access, correction and deletion rights.
- CONFIDENTIALITY . You hereby acknowledge and agree that the API Materials, API Performance Data and all related information, are confidential and proprietary to Recharge. Except as expressly permitted in this Agreement, You will not disclose, or permit the disclosure of, any confidential or proprietary information of Recharge in any form or any information relating thereto to any third party without Recharge’s prior written permission. You may not use any Recharge confidential or proprietary information for any purpose except to the extent expressly permitted in this Agreement. You further acknowledge and agree that any unauthorized use or disclosure of the API Materials and such other Recharge confidential or proprietary information may cause irreparable harm and significant injury to Recharge that would be difficult to ascertain or quantify. Accordingly, You agree that Recharge will have the right without posting bond or proof of future damages to seek and obtain injunctive or other equitable relief to enforce the terms of this Agreement and without limiting any other rights or remedies that Recharge may have.
DISCLAIMER OF WARRANTIES; LIMITATION OF LIABILITY.
- DISCLAIMER OF WARRANTIES . YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE USE OF THE API MATERIALS AND RECHARGE PLATFORM (COLLECTIVELY, THE “SOLUTION”) IS AT YOUR SOLE RISK. THE SOLUTION AND TECHNICAL SUPPORT, IF ANY, ARE PROVIDED “AS IS” AND WITHOUT ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, RECHARGE, ITS SERVICE PROVIDERS, LICENSORS AND EACH OF THEIR RESPECTIVE AFFILIATES, SPECIFICALLY DISCLAIMS ANY AND ALL STATUTORY OR IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. RECHARGE AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT THE FUNCTIONS CONTAINED IN THE SOLUTION WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOLUTION WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOLUTION WILL BE CORRECTED.
- LIMITATION OF LIABILITY . TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES, INCLUDING WITHOUT LIMITATION NEGLIGENCE, WILL RECHARGE, ITS AFFILIATES, SERVICE PROVIDERS, LICENSORS OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO ANY DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND THE LIKE) ARISING OUT OF OR IN CONNECTION WITH OR RELATED TO THIS AGREEMENT OR ANY DOWNLOAD, INSTALLATION OR USE OF, OR INABILITY TO USE, THE SOLUTION, EVEN IF RECHARGE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RECHARGE’S CUMULATIVE LIABILITY ARISING FROM THE SERVICES, PRODUCTS AND SOFTWARE PROVIDED HEREUNDER, WHETHER FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT, INDEMNIFICATION, CONTRIBUTION, OR OTHERWISE, WILL BE LIMITED TO THE DIRECT DAMAGES RECOVERABLE UNDER LAW, BUT NOT TO EXCEED $100. YOU HEREBY RELEASE RECHARGE, ITS AFFILIATES, SERVICE PROVIDERS, LICENSORS AND EACH OF THEIR RESPECTIVE AFFILIATES, FROM ANY AND ALL OBLIGATIONS, LIABILITIES, AND CLAIMS IN EXCESS OF THIS LIMITATION. ALL CLAIMS BY YOU, WHETHER IN TORT, CONTRACT, STRICT LIABILITY OR OTHERWISE, MUST BE BROUGHT WITHIN TWO YEARS FROM THE DATE THE CAUSE OF ACTION ACCRUES. THIS LIMITATION OF LIABILITY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. THIS PROVISION APPLIES NOTWITHSTANDING ANY CONTRARY PROVISION IN THIS AGREEMENT.
- INDEMNITY. You agree to indemnify and hold harmless Recharge, its Affiliates and licensors, and each of their respective officers, directors, employees, agents and successors and assigns (each, a “ Recharge Indemnitee ”), from and against any and all claims, actions, suits, demands, causes of action, losses, liabilities, damages, costs and expenses, incurred or otherwise suffered by each Recharge Indemnitee (including but not limited to costs of defense, investigation and reasonable attorneys’ fees) arising out of, resulting from or related to (i) the download, installation, duplication, storage, execution, display, performance, making of derivative works, use or distribution or transfer of any Application or related documentation or any content or materials or derivative works or products used by or in the Applications by any person or entity (except and solely to the extent such infringement is directly caused solely by the unmodified API Materials, or portions thereof, as supplied to You by Recharge under this Agreement); (ii) any breach of this Agreement, including in particular any breach of Section 4.3 or Section 7, by You; and/or (iii) any use, reproduction or distribution of the API Materials, as modified or integrated by You which causes an infringement of any patent, copyright, trademark, trade secret, or other intellectual property, publicity or privacy right of any third parties arising in any jurisdiction anywhere in the world (except and solely to the extent such infringement is directly caused solely by the unmodified API Materials, or portions thereof, as supplied to You by Recharge under this Agreement). If and as requested by Recharge, You agree to defend, at Your cost, each Recharge Indemnitee in connection with any third party claims, demands, or causes of action resulting from, arising out of or in connection with any of the foregoing; provided that You will not settle any claim, action or suit without the prior written consent of Recharge. RECHARGE HAS NO OBLIGATION TO DEFEND, INDEMNIFY OR HOLD YOU HARMLESS UNDER THIS AGREEMENT.
- USE OF NAME AND TRADEMARKS . The API Materials may embed the trade names, trademarks, service marks, logos domain names and other distinctive brand features of Recharge, its Affiliates or third parties (“ Marks ”). When such attribution is embedded, such as a “powered by” logo included in the user interface or when otherwise required by Recharge, You must display it as provided or otherwise described in the API Materials or other instructions provided by Recharge and may not delete or in any manner alter these Marks. You may also use the Marks to promote Your Application. Except as set forth in the preceding sentences, You will not display or make any use of Recharge or its Affiliates’ names, marks or logos in connection with the Application without the prior written approval of Recharge. All permitted uses of the Marks must be in accordance with Recharge’s trademark usage guidelines (as may be updated from time to time by Recharge), available from Recharge upon written request. You will not display the Marks in any manner that falsely expresses or implies that the Application or any content transmitted via the Application is sponsored or endorsed by Recharge. Recharge has the right to monitor the quality of all of Your Applications and has the right to take all action that it deems necessary to ensure that Your activities under and uses of the Marks are consistent with the reputation for quality and prestige of products bearing and service performed under the Marks.
Term and Termination; Survival.
- Term and Termination. This Agreement will be effective upon acceptance by You and will continue until terminated as provided herein (the “ Term ”). You may terminate the Agreement at any time by deleting and destroying all copies of the API Materials, API Performance Data and all related information in Your possession or control. The licenses granted to You by Recharge will terminate immediately and automatically, with or without notice, if You fail to comply with any provision hereof. Additionally, Recharge may at any time terminate this Agreement, either with or without cause, upon notice to You.
- Survival. Sections 1 (Defined Terms); 2.6 (Retention of Rights); 7 (Feedback); 8 (Privacy; Data Collection and Use); 9 (Confidentiality); 10 (Disclaimer of Warranties; Limitation of Liability); 11 (Indemnity); 12.1 (Term and Termination); 12.2 (Survival); and 13 (Governing Law; Venue) through 19 (Miscellaneous) will survive the termination of this Agreement.
- GOVERNING LAW; VENUE . This Agreement is governed by and interpreted in accordance with the laws of the state of California, United States of America, without giving effect to its conflict of laws provisions. Except as set forth in Section 15 (Dispute Resolution), any claim, lawsuit or proceeding arising out of or related to this Agreement must be brought exclusively in the state or federal courts of Los Angeles County, California and You hereby consent to the exclusive jurisdiction and venue of such courts.
- SEVERABILITY. If any provision (or portion of a provision) of this Agreement will be held to be illegal, invalid, or unenforceable, the legality, enforceability or validity of the remaining provisions (or portion of the applicable provision) of this Agreement will not be affected.
- DISPUTE RESOLUTION AND ARBITRATION. In the event of any controversy or claim arising out of or relating to this Agreement, or any breach thereof, such controversy or claim shall be determined and settled by confidential arbitration, conducted in English, held in New Castle County, Delaware, administered by the American Arbitration Association (“AAA”) before a sole arbitrator in accordance with the then-current AAA Commercial Arbitration Rules. The award rendered by the arbitrator shall be final and binding on the parties thereto, and judgment thereon may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from applying to a court of competent jurisdiction for equitable or injunctive relief. YOU HEREBY AGREE THAT THE ARBITRATION PROCEDURE PROVIDED HEREIN WILL BE THE SOLE AND EXCLUSIVE METHOD OF RESOLVING ANY OF THE AFORESAID DISPUTES, CONTROVERSIES OR CLAIMS.
- EXPORT COMPLIANCE ASSURANCES . You acknowledge that all API Material obtained from Recharge and Your Applications are subject to the US government export control and economic sanctions. You represent and warrant that You and Your Affiliates will not directly or indirectly export, re-export, transfer or release any Application to any destination, person, entity or end use prohibited or restricted under US laws without respective prior US government authorization to the extent required by applicable regulation.
- COMPLIANCE WITH LAWS. You will abide by all applicable local, state, national, and foreign laws, treaties and regulations in connection with Application(s) and Your use of the API, including, without limitation, those related to privacy, data security, and data collection, international communications, and the transmission of technical or personal data.
- NO THIRD PARTY RIGHTS . The parties agree and confirm their mutual intention that neither this Agreement nor any of the terms of this Agreement will be enforceable by any person or entity not a direct party to it. Notwithstanding that any term of this Agreement may be or may become enforceable by a person who is not a party to this Agreement, the terms and conditions of this Agreement may be modified or amended, or this Agreement may be suspended, cancelled, rescinded or terminated by the parties as provided in Section 19.3 without the consent of any such third party.
- Entire Agreement. This Agreement constitutes the entire and exclusive agreement between Recharge and You with respect to the API, the API Materials, and the Recharge Platform and supersedes all prior agreements (whether written or oral) and other communications between Recharge and You with respect to the API Materials.
- No Assignment. You will not delegate, transfer or assign this Agreement or any of the rights, duties or obligations hereunder (whether voluntarily, by operation of law, or otherwise) without Recharge’s prior written consent. Any attempted assignment, transfer or other delegation without such consent will be null and void and will constitute a material breach. Recharge may assign this agreement at any time without obtaining Your consent. Subject to the foregoing, this Agreement will be binding upon and insure to the benefit of the parties and their permitted successors, transferees, and assignees.
- Amendment. Except to the extent that Recharge is expressly precluded by applicable law, Recharge further reserves the right to make changes to this Agreement, which changes will become effective 30 days after posting notice to you of the changes unless otherwise stated. If a change to this Agreement materially modifies Your rights or obligations, Recharge may require you to accept the changes.. You will be responsible for reviewing and becoming familiar with any and all such changes. If you do not agree with the changes to this Agreement You should discontinue Your use of the API Materials. If You continue to use any portion of the Solution after notice of any changes has been provided or posted, You will be deemed to have accepted any and all such changes.
- Interpretation. The headings appearing at the beginning of the Articles and Sections contained in this Agreement have been inserted for identification and reference purposes only and must not be used to construe or interpret this Agreement. Whenever required by context, a singular number will include the plural, the plural number will include the singular, and the gender of any pronoun will include all genders. Any reference to any agreement, document, or instrument will mean such agreement, document, or instrument as amended or modified and in effect from time to time in accordance with the terms thereof. Whenever the words “include,” “includes,” or “including” are used in this Agreement, they will be deemed to be followed by the words “without limitation.” Whenever the words “hereunder,” “hereof,” “hereto,” and words of similar import are used in this Agreement, they will be deemed references to this Agreement as a whole and not to any particular Article, Section or other provision hereof. The word “or” is used in the inclusive sense of “and/or.” The terms “or,” “any” and “either” are not exclusive.