API Wizard
Subscription, License, and
Maintenance Agreement
Named User
This End-User License Agreement ("Agreement") is a legal agreement between you ("Licensee") and API Wizard LLC ("Licensor") for the use of the API Wizard software and related materials (collectively, "Products"). By installing, copying, or otherwise using any of the Products, you agree to be bound by the terms and conditions of this Agreement. If you do not agree to the terms of this Agreement, do not install or use the Products.
1. Annual License Fee. API Wizard LLC licenses the Product(s) to the Licensee for an annual fee (the "Annual License Fee"). The Annual License Fee is determined based on the number of named user accounts and the specific products being licensed, as detailed in the quote provided to the Licensee by API Wizard LLC. This Agreement becomes effective upon the Licensee’s acceptance of the quote and completion of the purchase. Licensee must obtain written permission from API Wizard LLC and pay any additional fees for associating more user accounts or licensing additional products beyond the initially agreed terms. The Annual License Fee covers the use of the Product(s) as specified in this Agreement. Any services or additional products not included in this Agreement will be subject to separate fees and agreements. For details on additional services, user accounts, or products, Licensee should contact API Wizard LLC.
2. Product Support. As part of the Annual License Fee, API Wizard LLC agrees to provide regular and customary customer support and maintenance (“Maintenance”) for the duration of the Initial Term and any Renewal Terms (defined below). This software maintenance agreement is reflected in Appendix A attached hereto and incorporated herein.
3. License Grant. Upon payment in full of the Annual License Fee, API Wizard LLC hereby grants to Licensee a non-exclusive and non-transferrable (except as other provided herein) right and license to use the Product according to the provisions contained herein in connection with the number of user accounts stated in the accepted API Wizard quote. Licensee is not permitted to lease, rent, distribute or sublicense the Product or any rights therein. Licensee also may not use the Product in a time-sharing arrangement or in any other unauthorized manner. Further, no license is granted to Licensee in the human readable code of the Product (source code). This license explicitly grants Licensee the right to use the Product for human users only, without any form of automation. The use of the Product in conjunction with, connected to, as a component of, or in any manner integrated with robotic process automation (RPA), artificial intelligence (AI), macros, automated code, automated testing tools, scripting, or other automated tools or systems (collectively, 'Automated Systems') is strictly prohibited.
4. Term and Termination. The term of this Agreement begins upon receipt of a Purchase Order or Payment of the API Wizard Annual License Fee and, unless terminated earlier in accordance with the provisions of this Agreement, expires one year after the Effective Date (“Initial Term”). Thereafter, this Agreement shall be renewable by Licensee for successive one (1) year terms provided that the Annual License Fee is received by API Wizard LLC each successive year on or before the anniversary of the Effective Date (“Renewal Terms”). API Wizard LLC shall have the right to cause the Product to become disabled in whole or in part at the end of the Initial Term or any Renewal Term if the Annual License Fee is not paid to renew the Agreement for a subsequent Renewal Term.
5. Covenants of Licensee.
(a) Licensee acknowledges that the licensed Product’s structure, organization, underlying source code, features and documentation are confidential and shall not be disclosed to third parties. Confidential information also includes any other information and know-how that API Wizard LLC provides to Licensee and identifies as proprietary or confidential or that, due to the circumstances around the disclosure, represents or should be known by Licensee to represent confidential information. Licensee agrees to protect confidential information against unrestricted dis-closure or competitive use and will not use, distribute, disclose, make or have made any copies of the confidential information without the prior written authorization of API Wizard LCC.
(b) Title to all copies of the Product remains with API Wizard LLC. The Product is copyrighted and protected by the laws of the United States and other countries, and by international treaty provisions. Licensee may not remove any copyright notices from the Product. API Wizard LLC grants no express or implied right under any API Wizard LLC patents, copyrights, trade-marks, or other intellectual property rights.
(c) Licensee agrees that it will not attempt to translate, disassemble, decompile, reverse compile or reverse engineer the Product, nor obtain the services of others to do so, and that it will use its best efforts to ensure that Licensee’s users are prevented from doing so.
(d) Licensee shall not utilize the Product in any way that leads to promotion, solicitation of orders for, distribution of, sale or other handling or facilitation of the distribution of any products that are directly competitive with the Product during the term of this Agreement without the ex-press written consent of API Wizard LLC. “Competitive Products” shall mean any products which can be put to use as functional substitutes for, or which might compete with or hinder the sale of, the Product.
6. Limited Warranty.
(a) API Wizard LLC warrants that during the licensed period, the Product, if operated as directed, will substantially achieve the functionality described in its accompanying documentation. API Wizard LLC does not warrant, however, that Licensee’s use of the Software will be uninterrupted or that the operation of the product will be error-free. API Wizard LLC also warrants that the media containing the Product, if provided by API Wizard LLC, is free from defects in material and workmanship and will so remain for one (1) year from the date Licensee acquired the Product.
(b) API Wizard LLC’s sole liability for any breach of this warranty shall be, in API Wizard LLC’s sole discretion: (i) to replace Licensee’s defective media or Product; or (ii) to advise Licensee how to achieve substantially the same functionality with the Product as described in its accompanying documentation through a procedure different from that set forth in the documentation. Repaired, corrected, or replaced Product shall be covered by this limited warranty for the period remaining under the warranty that covered the original Product, or if longer, for thirty (30) days after the date (a) of delivery to Licensee of the repaired or replaced Product, or (b) API Wizard LLC advised Licensee how to operate the Product so as to achieve substantially the same functionality described in its accompanying documentation.
(c) Only if Licensee informs API Wizard LLC of Licensee’s problem with the Product during the applicable warranty period will API Wizard LLC be obligated to honor this warranty. API Wizard LLC will use reasonable commercial efforts to repair, replace, advise or refund pursuant to the foregoing warranty within thirty (30) days of being so notified.
(d) If Licensee makes any modifications to the Product during the warranty period; if the media is subjected to accident, abuse, or improper use; or if Licensee violates the terms of this Agreement, then this warranty shall immediately terminate. This warranty shall not apply if the Product is used on or in conjunction with hardware or software other than the unmodified version of hardware and software with which the Software was designed to be used as described in the accompanying documentation.
(e) This is a limited warranty, and it is the only warranty made by API Wizard LLC. API Wizard LLC makes no other warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement of third parties’ rights. To the full extent permitted by law, the duration of statutorily required warranties, if any, shall be limited to the above limited warranty period. Moreover, in no event will warranties provided by law, if any, apply unless they are required to apply by statute notwithstanding their exclusion by contract. No dealer, agent or employee of API Wizard LLC is authorized to make any modifications, extensions, or additions to this limited warranty.
7. Limitation of Liability. Under no circumstances and under no legal theory shall API Wizard LLC, or its suppliers or resellers, be liable to Licensee or any other person for any indirect, special, incidental, or consequential damages of any character including, without limitation, damages for loss of goodwill, lost profits, business interruptions, work stoppage, computer failure or malfunction, or any and all other personal or commercial damages or losses arising from the use or inability to use the Product (whether or not due to any defects therein). In no event will API Wizard LLC be liable for any damages even if API Wizard LLC shall have been informed of the possibility of such damages, or for any claim by any other party. This limitation of liability shall not apply to liability for death or personal injury resulting from API Wizard LCC’s negligence to the extent applicable law prohibits such limitation.
8. Assignment. This Agreement is not assignable by Licensee without the prior written consent of API Wizard LLC, such consent not to be unreasonably withheld. If Licensee is merged, consolidated, reincorporated, reorganized with all or substantially all of its assets are sold to an-other party (“Acquiring Party”), API Wizard LLC agrees to enter into good faith negotiations concerning assignment of this Agreement to the Acquiring Party, with the License Fee previously paid pursuant to this Agreement being credited to any license fees due by the Acquiring Party as a result of any Agreement reached pursuant to the aforementioned good faith negotiations. This Agreement shall be assignable by API Wizard LLC if API Wizard is merged, consolidated, rein-corporated, reorganized with all or substantially all of its assets are sold to another party. This Agreement will bind and benefit the parties and their respective successors and permitted as-signs.
9. Import/Export Restrictions. Licensee agrees not to import or export the Product (or any copies thereof) or any products utilizing the Product in violation of any applicable laws or regulations of the United States or the country to which Licensee has imported or exported. Licensee agrees to indemnify API Wizard LLC from liability if Licensee violates any such laws or regulations.
10. Governing Law. The laws of the State of Connecticut, United States of America, shall govern the construction of this License Agreement without regard to conflict of law principles and Licensee agrees to be subject to personal jurisdiction in the State of Connecticut for the purpose of enforcing the provisions of this Agreement.
11. Severability. In the event any provision of this License Agreement is found to be invalid, illegal or unenforceable, the validity, legality and enforceability of any of the remaining pro-visions shall not in any way be affected or impaired.
12. Entire Agreement. This Agreement represents the complete agreement between the par-ties with respect to its subject matter and supersedes all prior and concurrent agreements between them, unless any signed, written agreement entered into between API Wizard LLC and Licensee explicitly supersedes and takes precedence over this Agreement.
13. Miscellaneous. No waiver of any breach of this Agreement shall be effective unless in writing, nor shall any breach be treated as a waiver of any subsequent breach of any provision of this Agreement. Nothing in this Agreement shall result in the creation of any agency, partnership or other form of joint enterprise between the parties.
Appendix A: Software Maintenance Agreement
1.1 The Licensee acknowledges that the provision of Maintenance under this Agreement does not guarantee error- free or uninterrupted operation of the Product.
1.2. API Wizard LLC shall provide Maintenance to maintain the Software in a proper working order in accordance with API Wizard specifications provided that this maintenance falls within a paid up year.
1.3. API Wizard LLC support representatives may need to control the desktop for the purpose of remote service. If the Licensee declines our remote service due to the Licensee’s imposed security restrictions or for any other reasons then the Licensee will be required to provide an alternative equivalent remote desktop sharing method for remote problem resolution to occur.
1.4. API Wizard LLC shall have the right, without limitation and without diminishing the existing functionality of the Software, to revise, modify, upgrade and update the Product from time to time.
1.5. API Wizard LLC shall use all reasonable efforts to respond to the Licensee’s request for Maintenance as soon as reasonably possible, Monday through Friday, 8am - 8pm Eastern (USA).
1.6. API Wizard LLC shall respond to Licensee’s request at a priority level dependent on the case severity as detailed below.
1.7. The following are not included as part of the Maintenance and with prior written agreement and approval by both parties will be invoiced separately to the Licensee.(i) any development of customized API Wizard solutions to Licensee specifications as requested by Licensee; (ii) any instructor led training requested by Licensee; (iii) any travel disbursements incurred by API Wizard LLC traveling to Licensee site for the purposes of leading training or performing maintenance; (iv) any Maintenance required for a version of the Product that is not the current or previous major version.
