DEVELOPER AND API LICENSE TERMS

Version 1.2 – June 2020

These Developer and API License Terms are entered into by filerskeepers B.V. (“filerskeepers”), whose principal place of business is Jacob van Lennepkade 259-1, 1054 ZT, Amsterdam, the Netherlands and Licensee. These Developer and API License Terms together with the filerskeepers Developer Guidelines contain the general terms relating to the access to and use of the filerskeepers API. The filerskeepers API is a collection of services that facilitates the inclusion of filerskeepers Content and retention periods in applications made available to Licensee’s End Users.

By signing, registering as a Developer or otherwise indicating acceptance of these Developer and API License Terms, accessing or using the filerskeepers API or authorizing or permitting any individual to access or use the filerskeepers API, you, on behalf of Licensee and its Group Members, are accepting and agreeing to be bound by these Developer and API License Terms. If you are entering into these Developer and API License Terms on behalf of a company, other legal entity or government agency, you represent that you have the authority to bind that entity to the terms and conditions of these Developer and API License Terms. Capitalized terms used in these Developer and API License Terms are defined in Section 16 of these Developer and API License Terms. These apply in addition to the Group License Agreement.

1. PURPOSE AND LICENSE

1.1 These Developer and API License Terms govern Licensee’s rights to use and access the filerskeepers API for the purpose of developing, implementing and Publishing Applications.
1.2 Subject to Licensee’s compliance with these Developer and API License Terms, including, without limitation, payment of all applicable fees, during the Term, filerskeepers grants to Licensee a non-exclusive, non-transferable, non-sublicensable, worldwide, limited, revocable right and license to:
(a) use and make API Calls to the filerskeepers API to access the Content, develop, implement and distribute Applications;
(b) use, reproduce, distribute, and transmit Content to the extent necessary to format and display it through the Applications so that End Users can view and use the Content available on filerskeepers API through Applications;
(c) use and display the Marks only to identify that the Content originates from filerskeepers; and
(d) market and sell Applications in accordance with these Developer and API License Terms.
1.3 If the Content available in filerskeepers API includes links to websites and resources provided by Third Parties, filerskeepers has no control over the content of those sites or resources, and filerskeepers is not liable for any loss or damage that may arise from Licensee’s of those sites or resources.
1.4 Licensee represents and warrants that it will only use filerskeepers API, including the Content, for records retention services.
1.5 All use by the Licensee or the End Users as set forth in These Developer and APU License Terms shall be in accordance with the Group License Agreement.

2. RESTRICTIONS AND RESPONSIBILITIES

2.1The licenses granted in Section 1 of these Developer and API License Terms are explicitly conditioned on Licensee’s adherence to the following restrictions and compliance with its responsibilities as set forth in this Section 2.
2.2 Licensee must comply with all restrictions set forth in these Developer and API License Terms, the Group License Agreement and the filerskeepers Developer Guidelines  in all uses of the filerskeepers API and the Content. Licensee must also comply with all restrictions set forth in these Developer and API License Terms and the Trademark Usage Guidelines in all uses of Marks. If filerskeepers believes, in its sole discretion, that Licensee has violated or attempted to violate any term, condition or the spirit of these Developer and API License Terms, the license afforded Licensee pursuant to these Developer and API License Terms may be temporarily or permanently revoked, with or without notice to Licensee.
2.3 In order to use and access the filerskeepers API, Licensee must obtain filerskeepers API credentials (an “API Key”) by registering as a Subscriber. Licensee may not share its API Key with any third party, shall keep the API Key and all login information secure, and shall use the API Key as Licensee’s sole means of accessing the filerskeepers API.
2.4 Licensee’s Applications shall not substantially replicate products or services offered by filerskeepers, including, without limitation, functions or clients on platforms where filerskeepers offers its own client or function. Licensee may not constitute or create a substitute for, or substantially similar service to, filerskeepers API. Applications may not use or access the filerskeepers API or Content in order to monitor the availability, performance, or functionality of any of the filerskeepers API or Content or for any similar benchmarking purposes.
2.5 Applications shall not, in any manner, display any form of advertising within or connected to any Content.
2.6 Licensee shall not, under any circumstances, through Applications or otherwise, repackage or resell the filerskeepers API or Content. Licensee shall not use or assist a third party in using the filerskeepers API in such a way to circumvent the technical, legal and security requirements and limitations set by filerskeepers. Licensee is not permitted to use the filerskeepers API or any Content in any manner that does or could potentially undermine the security of the Products, the filerskeepers API, Content or any other data or information stored or transmitted using the Products. In addition, Licensee shall not, and shall not attempt to: (a) interfere with, modify or disable any features, functionality or security controls of the Content or the filerskeepers API, (b) defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms for the Product or the filerskeepers API, or (c) reverse engineer, decompile, disassemble or derive source code, underlying ideas, algorithms, structure or organizational form from the Content or the filerskeepers API.
2.7 Licensee will respect and comply with the technical and policy-implemented limitations of the filerskeepers API and the restrictions of the Developer and API License Terms in designing and implementing Applications. Without limiting the foregoing, Licensee shall not violate any explicit rate limitations on calling or otherwise utilizing the filerskeepers API.
2.8 Licensee shall not make any modifications to any Content, other than as reasonably necessary to modify the formatting of such Content in order to display it in a manner appropriate for the pertinent Applications.
2.9 Licensee shall not combine the Content with data or information from Third Party sources.

3. METERING AND FEES

During the Term, filerskeepers will make the Content available to Licensees on a subscription and/or per-API Call basis solely to exercise the license rights granted under these Developer and API License Terms. Licensee’s use of the Content is subject to the Annual API Call Allocation or Monthly API Call Allocation set forth in the Subscription Order. During the Term, Licensee will be entitled to view and/or download Content up to the Annual API Call Allocation or the Monthly API Call Allocation. If Licensee does not use all of its Annual API Call Allocation during the Term, Licensee cannot carry over any unused API Calls to the next Term. If in a Term, Licensee’s usage of the filerskeepers API reaches one-hundred percent (100%) of its Annual API Call Allocation or Monthly API Call Allocation, the then the surplus will be charged at the rates set forth on (i) www.filerskeepers/pricing or (ii) the per-API Call pricelist as set forth on www.filerskeepers.co/apipricelist.

4. REQUIREMENTS FOR APPLICATIONS

4.1 Licensee shall maintain an end-user agreement and privacy policy for his Application, which is prominently identified or located where End Users download or access his Application. The privacy policy must meet applicable legal standards and describe the collection, use, storage and sharing of data in clear, understandable and accurate terms. Licensee must promptly notify filerskeepers in writing via email to [email protected] of any breaches of the end-user agreement or privacy policy that impact or may impact End Users. Each Application must display to End Users a link to the filerskeepers Group License Agreement, and explicitly state in Licensee’s terms of use for the Application that by using the Application, End Users agree to be bound by the filerskeepers Group License Agreement. Applications cannot include functionality or terms of use that are inconsistent with the filerskeepers End User Terms.
4.2. Except as explicitly permitted under these Developer and API License Terms, an Application cannot scrape or download Content in bulk. If an Application generates a high volume of API-calls or scrapes or downloads Content in bulk, filerskeepers reserves the right to set transaction limits or suspend access to the filerskeepers API. filerskeepers also reserves the right to set other usage policies from time to time.
4.3 Licensee shall ensure that it nor its Application: (i) allows Content to be accessed or used through interfaces and channels other than the filerskeepers API; (ii) masks or hide the identity of the Application or Licensee account when it accesses the filerskeepers API; and (iii) modifies, replaces, obscures, or otherwise hinder the functionality of any links provided in filerskeepers API.
4.4 Licensee acknowledges that Licensee is solely responsible, and that filerskeepers has no responsibility or liability of any kind, for the content, development, operation, support or maintenance of Applications. Without limiting the foregoing, Licensee will be solely responsible for (a) the technical installation and operation of its Applications; (b) creating and displaying information and content on, through or within its Applications; (c) ensuring that its Applications do not violate or infringe the Intellectual Property Rights of any third party; (d) ensuring that Applications are not offensive, profane, obscene, libellous or otherwise illegal; (e) ensuring that its Applications do not contain or introduce Malicious Software into a Product, the filerskeepers API, any Content or other data stored or transmitted using the filerskeepers API; and (f) ensuring that its Applications are not designed to or utilized for the purpose of spamming any filerskeepers subscribers, End Users or third parties.

5. RIGHT TO AUDIT OR SUSPEND ACCESS

If filerskeepers believes that there is a violation of these Developer and API License Terms that can simply be remedied by Licensee’s modification or update of the Application, filerskeepers will, in most cases, ask Licensee to take direct action rather than intervene. In such instance, filerskeepers may use Licensee’s name, address and other contact details to contact Licensee or provide this contact information to any third party that reasonably, in filerskeepers’ sole determination, claims that you do not possess all of the necessary Intellectual Property Rights. In some instances, filerskeepers may directly step in and take what it determines to be appropriate action if Licensee is not responsive, or if filerskeepers believe there is a credible risk of harm to it, the filerskeepers API, the Content, our customers or users or any third parties. filerskeepers also reserves a right to audit the Application to ensure it does not violate its terms and policies. Licensee agrees that it will cooperate with inquiries related to such an audit and provide us with proof that the Application complies with the filerskeepers terms and policies.

6. MODIFICATIONS

Licensee acknowledges and agrees that filerskeepers may modify these Developer and API License Terms, the filerskeepers API, the filerskeepers Developer Guidelines  and the Privacy Policy, from time to time. Licensee will be notified of a modification to this these Developer and API License Terms, the filerskeepers API or the filerskeepers Developer Guidelines  through notifications or posts on the filerskeepers’ Developer Website. All other modifications shall be communicated through the Content or any website owned and operated by filerskeepers or through a form of direct communication from filerskeepers to Licensee. Licensee further acknowledges and agrees that such modifications may be implemented at any time and without any notice to Licensee. Licensee shall, within thirty (30) days from the date of first notice of any modification(s) (or such shorter period of time specified in the notice of the modification(s)) (the “Conformance Period”) comply with such modification(s) by implementing and using the most current version of the filerskeepers API and making any changes to Applications that may be required as a result of such modification(s). Licensee acknowledges that a modification may have an adverse effect on Applications, including but not limited to changing the manner in which Applications communicate with the filerskeepers API and display or transmit Content. filerskeepers shall have no liability of any kind to Licensee or any user of Licensee’s Applications with respect to such modifications or any adverse effects resulting from such modifications. Licensee’s continued access to or use of the filerskeepers API following the Conformance Period shall constitute binding acceptance of the modification(s) at issue.

7. REPRESENTATIONS, WARRANTIES AND COVENANTS

Licensee represents, warrants and covenants that (a) its Applications and Licensee Marks, the use of such Applications by its users, and the activities with respect to such Applications and Licensee Marks undertaken by filerskeepers in accordance with the terms of these Developer and API License Terms, do not and will not violate, misappropriate or infringe upon the Intellectual Property Rights of any third party; (b) Licensee will comply with all applicable local, state, national and international laws and regulations, including, without limitation, all applicable export control laws, and maintain all licenses, permits and other permissions necessary to develop, implement and Publish its Applications; (c) its Applications do not and will not contain or introduce any Malicious Software into the Content, the filerskeepers API, any Content, or other data stored or transmitted using the Content; (d) its Applications are not designed to or utilized for the purpose of spamming any filerskeepers subscribers, End Users or third parties; (e) it has all right, power and authority to grant the licenses granted to filerskeepers herein; and (f) it acknowledges filerskeepers’ right to charge transaction and/or listing fees as provided in Section 8 herein.

8. OWNERSHIP

Subject to the limited licenses expressly provided in these Developer and API License Terms and the Group License Agreement, nothing in these Developer and API License Terms transfers or assigns to filerskeepers any of Licensee’s Intellectual Property Rights in its Applications or Licensee’s marks or other technology, and nothing in these Developer and API License Terms transfers or assigns to Licensee any of filerskeepers’ Intellectual Property Rights in the filerskeepers API, documentation, the Marks, or filerskeepers’ other technology or the respective Intellectual Property Rights in any Content of filerskeepers or its End Users. All rights not expressly granted to Licensee in these Developer and API License Terms are reserved by filerskeepers.

9. SUPPORT

These Developer and API License Terms does not entitle Licensee to any support for the Content or the filerskeepers API, unless Licensee makes separate arrangements with filerskeepers for such support. Licensee is solely responsible for providing all support and technical assistance to End Users of its Applications. Licensee acknowledges and agrees that filerskeepers has no obligation to provide support or technical assistance to the End Users and Licensee shall not represent to any such users that filerskeepers is available to provide such support. Licensee agrees to use commercially reasonable efforts to provide reasonable support to End Users.

10. DISCLAIMER OF WARRANTIES

ALL ASPECTS OF THE FILERSKEEPERS API, INCLUDING ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND FILERSKEEPERS EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT FILERSKEEPERS DOES NOT WARRANT THAT THE FILERSKEEPRS API WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM FILERSKEEPERS OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE.

11. LIMITATION OF LIABILITY

11.1 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY TO THIS AGREEMENT, OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR FOR ANY TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES, OR ANY OTHER LOSS OR DAMAGES INCURRED BY SUCH PARTY OR THIRD PARTY IN CONNECTION WITH THIS AGREEMENT, THE API OR THE SERVICES, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.
11.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, FILERSKEEPERS’S AGGREGATE LIABILITY TO LICENSEE OR ANY THIRD PARTY ARISING OUT THIS AGREEMENT, SHALL IN NO EVENT EXCEED ONE HUNDRED EURO (EUR 100.00). ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE FIRST EVENT OR OCCURRENCE GIVING RISE TO THE CLAIM.
11.3 No limitation to the liability of a party shall apply to the extent the loss or damage was caused by the willful intent (opzet), fraud, or gross negligence (grove nalatigheid of bewuste roekeloosheid) of such party.

12. INDEMNIFICATION BY LICENSEE

Licensee will indemnify and hold filerskeepers harmless against any claim brought by a third party against filerskeepers arising from or related to any breach of an obligation, representation, warranty, covenant or other provision of these Developer and API License Terms by Licensee or any matter which Licensee has expressly agreed to be responsible pursuant to these Developer and API License Terms.

13. SUBSCRIPTION TERM AND TERMINATION

13.1 TERM AND TERMINATION (PAY-AS-YOU-GO). If Licensee has opted for a pay-as-you-go Sandbox subscription, these Developer and API License Terms, as may be updated from time to time, will commence on the date they are accepted by Licensee and continue until terminated in accordance with Section 15.2 or 15.3 below (“Term”). Either party may terminate these Developer and API License Terms and close Licensee’s customer account(s) for any reason upon thirty (30) days written notice to the other party. Notwithstanding the preceding sentence, if there is a Subscription Order in effect, then these Developer and API License Terms will not terminate until such Subscription Order forms have expired or been terminated. filerskeepers, at its sole discretion, may terminate these Developer and API License Terms and close Licensee’s customer account(s) in the event Licensee commit any material breach of these Developer and API License Terms and fail to remedy that breach within five (5) days after filerskeepers provides written notice of that breach. You may also terminate these Developer and API License Terms in the event we commit a material breach of these Developer and API License Terms and fail to remedy that breach within thirty (30) days after providing written notice of that breach to us.
13.2 TERM AND TERMINATION (COMMITTED USE). If Licensee has opted for a committed use Subscription, These Developer and API License Terms, as may be updated from time to time, will commence on the date they are accepted by Licensee and continue until terminated in accordance with Section 15.2 or 15.3 below (“Term”). Upon expiration of each one-year term, the Term will automatically renew and Licensee will be invoiced for the applicable license fees under the Subscription Order, unless Licensee notifies filerskeepers at least thirty (30) days prior to the end of the then current Term that Licensee does not want to renew the license. filerskeepers may terminate the Group License upon written notice to Licensee if Licensee or any Group Member materially breaches these Developer and API License Terms or the Subscription Order and fails to cure the breach within thirty (30) days after receiving written notice to do so. Licensee may terminate the Group License at any time by giving written notice; however, Licensee is still responsible for paying the licence fee for the then current license term. The expiration or termination of these Developer and API License Terms does not relieve either party of any obligations that have accrued on or before the effective date of the termination or expiration.
13.3 EFFECT OF TERMINATION. Upon termination of the Subscription, Licensee shall securely destroy all Content and any copies of the Content. filerskeepers may require Licensee to promptly, and in any case within twenty-four (24) hours, confirm and warrant that Licensee has returned, deleted and/or destroyed all Content and copies of Content. Licensee shall, at the request of filerskeepers, allow its systems and processes to be audited to verify that Licensee has complied with its obligations.

14. PAYMENT TERMS

14.1 CREDIT CARD PAYMENT TERMS. If Licensee elects to pay via credit card, then Licensee is responsible for either (a) enabling auto-recharge on Licensee’s customer account(s) or (b) ensuring that Licensee’s customer account(s) has a sufficient positive balance to cover all fees due. If, for any reason, Licensee has a negative balance on Licensee’s customer account(s), then we reserve the right to suspend access to the filerskeepers API.
14.2 INVOICING PAYMENT TERMS. If Licensee elect to receive invoices and pay in arrears and we approve Licensee for the same, then invoices will be sent to Licensee via email as a PDF on a monthly basis. Licensee will make all of the undisputed fees hereunder within thirty (30) days of the date of the invoice. Unless Licensee and filerskeepers agree otherwise in writing, all undisputed fees due pursuant to these Developer and API License Terms are payable in Euro, unless otherwise agreed to between the parties in writing. Payment obligations can’t be canceled, and fees paid are non-refundable. If Licensee is overdue on any payment of undisputed fees and fail to pay within ten (10) business days of a written notice of Licensee’s overdue payment, then we may assess, and you must pay a late fee. The late fee will be either 1.5% per month, or the maximum amount allowable by applicable law, whichever is less. Following the notice of non-payment, we may also suspend access to the filerskeepers API until Licensee pays the undisputed fees due plus any late fees.
14.3 SUSPENSION FOR NONPAYMENT. If filerskeepers suspend access to the filerskeepers API pursuant to Sections 14.2 or 14.3, then filerskeepers will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that Licensee may incur in connection with any such suspension.
10.4 FEE DISPUTES. If Licensee disputes any fees, Licensee must act reasonably and in good faith and you must cooperate diligently with filerskeepers to resolve the dispute. Licensee must notify filerskeepers in writing if you dispute any portion of any fees paid or payable by Licensee pursuant to these Developer and API License Terms. You must provide that written notice to us within forty-five (45) days of the date filerskeepers bills Licensee for the charge Licensee want to dispute, and filerskeepers will work together with Licensee to resolve the dispute promptly.

15. GENERAL TERMS

15.1 ENTIRE AGREEMENT. These Developer and API License Terms, the Group License Agreement together with the Subscription Order constitute the entire agreement between the parties with respect to use of the filerskeepers API and Content and supersede all previous, contemporaneous or future agreements, understandings and arrangements, whether oral or written subject to Section 15.3 of these Developer and API License Terms.
15.2 ASSIGNMENT. Licensee may not transfer or assign any of its rights or delegate any of its obligations under these Developer and API License Terms, in whole or in part and including any transfers by operation of law, without the prior written consent of filerskeepers. Any attempted assignment or transfer in violation of this Section will be null and void. These Developer and API License Terms will be binding on and inure to the benefit of the parties and their respective permitted successors and assigns.
15.3 AMENDMENT. These Developer and API License Terms may be amended or supplemented only by a writing that refers to these Developer and API License Terms and that is signed by both parties.
15.4 WAIVER. The failure or delay by a party to require performance of any provision of these Developer and API License Terms does not constitute a waiver. All waivers must be in writing and signed by the party granting the waiver. The waiver by a party of any of its rights or remedies in a particular instance will not be construed as a waiver of the same or a different right or remedy in a subsequent instance.
15.5 SEVERABILITY. If any provision of these Developer and API License Terms is invalid, illegal or unenforceable, that provision will be deemed to be restated so that it is enforceable to the maximum extent permissible under law and is consistent with the original intent and economic terms of the invalid provision.
15.6 USE Of CUSTOMER INFORMATION. Licensee agrees that filerskeepers may use the Licensee’s name and logo to identify Licensee as a customer of filerskeepers on filerskeepers’ website, and as a part of a general list of filerskeepers’ customers for use and reference in filerskeepers’ corporate, promotional and marketing literature. Additionally, Licensee agrees that filerskeepers may issue a press release identifying Licensee as a filerskeepers customer and describing filerskeepers’ utilization and the benefits that filerskeepers receives from use of the Products.
15.7 SUGGESTIONS, REQUESTS, RECOMMENDATIONS OR FEEDBACK. filerskeepers shall have a royalty-free, fully paid-up, worldwide, transferable, sub-licensable, irrevocable and perpetual license to implement, use, modify, commercially exploit and/or incorporate into the Products and/or the filerskeepers API any suggestions, enhancement requests, recommendations or other feedback filerskeepers receives from Licensee.
15.8 RELATIONSHIP OF THE PARTIES. The parties are independent contractors. These Developer and API License Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the parties.
15.9 COMPLIANCE WITH LAWS. Licensee and filerskeepers are each responsible for their own compliance with laws, regulations and other legal requirements applicable to the conduct of its business and these Developer and API License Terms.
15.10 GOVERNING LAW AND DISPUTE RESOLUTION. All matters arising out of or relating to these Developer and API License Terms will be governed by and construed under the laws of the Netherlands. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Developer and API License Terms. The courts of Amsterdam will be competent.
15.11 NOTICES. All notices of termination or breach must be in writing in English and addressed to the other party’s legal department. The email address for notices sent to filerskeepers is [email protected] Notice is treated as given upon receipt, as verified by written or automated receipt or electronic log, as applicable.

16. DEFINITIONS

For purposes of these Developer and API License Terms, capitalized terms shall have the meanings set forth below.

“Affiliate” means any legal entity controlling, controlled by or under common control with Licensee, where “control” means (a) the ownership of at least fifty percent (50%) of the equity or beneficial interest of the entity; (b) the right to vote for or appoint a majority of the board of directors or other governing body of the entity; or (c) the power to direct or cause the direction of the management and policies of such party by any means.
“Annual API Call Allocation” means that number of API Calls to Content that Licensee is entitled to view and/or download per year, as set forth in the applicable Subscription Order.
“API Call” is a unit of consumption of data under Licensee’s Subscription Order.
“Application” means web or other software services or applications developed by Licensee that utilize or interact with the filerskeepers API and are authorized to be Published pursuant to these Developer and API License Terms.
“API Key” means API credentials provided filerskeepers pursuant to a Subscription Order.
“Conformance Period” the period mentioned in section 6 of these Developer and API License Terms.
“Content” means the filerskeepers Intellectual Property Rights, know-how, research, retention obligations, database structure, endpoints, documentation, guidance and any other information offered through the endpoints of the filerskeepers API and filerskeepers.co.
“Developer” that individual, legal entity or government agency that has registered as such through the Developer Website.
“Developer Website” means [to be disclosed].
“End User” means an individual person who uses or accesses Licensee’s Application(s).
“filerskeepers API” means an application programming interface and any accompanying or related documentation, source code, executable applications and other materials made available by filerskeepers, including, without limitation, through its Developer Website.
“filerskeepers Developer Guidelines ” means the filerskeepers API guidelines published here https://www.filerskeepers.co/filerskeepers-developer-guidelines/.
“Group Member” means (a) a single Affiliate of Licensee; or (b) a single government agency that is part of the same government level as Licensee, to which Licensee sublicenses the Products as permitted in Section 2 of these Developer and API License Terms.
“Group License Agreement” means the terms published on www.filerskeepers.co/group-license-agreement.
“Intellectual Property Rights” means all past, present, and future inventions, trade secret rights, patent rights, copyrights, moral rights, contract rights, trademark rights, service marks, and other proprietary rights in any jurisdiction, including those rights in inventions, software, domain names, know-how, technology, methods, processes, information and technology.
“Licensee” means that individual, legal entity or government agency that has purchased a license to use the applicable Product either directly from filerskeepers.
Marks: mean filerskeepers and filerskeepers’ other product and service names, trademarks, service marks, branding and logos made available for use in connection with the filerskeepers APIs pursuant to these Developer and API License Terms.
“Monthly API Call Allocation” means that number of API Calls to Content that Licensee is entitled to view and/or download per year, as set forth in the applicable Subscription Order.
“Order Confirmation” means that agreement or other document prepared by filerskeepers that sets forth the Products filerskeepers offers to license to Licensee and the related terms and that is presented to Licensee for acceptance. A quotation that includes an estimated fee is not an Order Confirmation.
“Privacy Policy” means the Privacy Policy found here: https://www.filerskeepers.co/privacy-and-cookie-statement/.
“Product(s)” means those products and services licensed by Licensee, as set forth in the Subscription Order.
“Product Specification” means with respect to each Product, the description and specification published by filerskeepers.
“Publish”, “Published” or “Publishing” means the making of any Application available to any End User other than Licensee or for any purpose other than for use by Licensee as an End User.
“Subscription Order” means the Licensee’s applicable Order Confirmation, to be read in conjunction with the license specifications set out at www.filerskeepers.co/pricing and these Developer and API License Terms.
“Subscription Product(s)” a product that allows Licensee to updates or additional functionalities and is subject to an annual license fee. This can be a per country subscription or an unlimited subscription.
“Term” means that period of time that Licensee is entitled to use the Product.
“Trademark Usage Guidelines” means the trademark usage guidelines published here: [TO BE DISCLOSED].