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    API Agreement

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    UNANET, INC. ENTERPRISE API LICENSE API LICENSE

    This Enterprise API License Agreement (“API License”) is a legal agreement between the company you represent (“Licensee”) and Unanet, Inc. (referred to herein as “Unanet”), for the API (defined below) licensed by Unanet in accordance with the Agreement between Licensee and Unanet for the Unanet Enterprise API services. By accepting these terms or by installing, downloading, copying, or otherwise using the API, you agree to be and will be bound by the terms of this API License as a condition of your license. If you do not agree to the terms of this API License, your use is prohibited and you may not install or use the API. The API is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The API is licensed (not sold) to you, and its use is subject to the terms of this API License. This is NOT a sale contract.

    1. DEFINITIONS
    • Application Program Interface(s) or “API” means the Unanet Enterprise API technology, which may include object code, software libraries, software tools, sample source code, published specifications and Documentation. API shall include any future, updated or otherwise modified version(s) thereof furnished by Unanet (in its sole discretion) to Licensee.
    • “Documentation” includes, but is not limited to programmer guides, CDs, manuals, materials, and information appropriate or necessary for use in connection with the API.
    1. GRANT OF LICENSE.
    • Subject to the terms of this API License , Unanet hereby grants Licensee a limited, revocable, non-exclusive, non-transferable, royalty free license (without the right to sublicense) to use the API solely for the purpose of Licensee’s internal development efforts to develop applications to work in conjunction with the Unanet products referenced in the API, and for which the API was provided. Licensee shall have no right to distribute, license (whether or not through multiple tiers) or otherwise transfer the API to any third party or incorporate the API in any software, product, or technology. Licensee shall not use the API for any purposes beyond the scope of the license granted in this API License.
    1. OTHER RIGHTS AND LIMITATIONS.
    • No Reverse Engineering. Licensee shall have no rights to any source code for any of the software in the API, except for the explicit rights to use the source code as provided to Licensee hereunder. Licensee may not reverse engineer, decompile, modify or disassemble the API or otherwise reduce the API to human-perceivable form in whole or in part, except and only to the extent that such activity is expressly permitted by this API License or applicable laws. Licensee shall not create a similar API, which works with Unanet’s software, products, etc. unless Unanet grants that permission in writing.
    • License Terms. No right is granted to Licensee to sublicense its rights hereunder. All rights not expressly granted are reserved by Unanet and, except as expressly set forth herein, no license is granted by Unanet under this API License directly, by implication, estoppel or otherwise, under any patent, copyright, trade secret or trademark or other intellectual property right of Unanet. Nothing herein shall be deemed to authorize Licensee to use Unanet ‘s trademarks or trade names in Licensee’s advertising, marketing, promotional, sales or related materials. The right to use Unanet ‘s trademarks or trade names is granted only with express written consent. Unanet reserves all rights not otherwise expressly granted in this API License.
    1. OWNERSHIP.
    • As between Unanet and Licensee, Unanet or its licensors shall own and retain all proprietary rights, including all patent, copyright, trade secret, trademark and other intellectual property rights, in and to the API and any corrections, bug fixes, enhancements, updates, improvements, or modifications thereto made by Licensee, and Licensee hereby irrevocably transfers, conveys and assigns to Unanet all of its right, title, and interest therein. Unanet shall have the exclusive right to apply for or register any patents, mask work rights, copyrights, and such other proprietary protections with respect thereto. Licensee acknowledges that the license granted under this API License does not provide Licensee with title or ownership to the API, but only a right of limited use under the terms and conditions of this API License.
    1. SUPPORT.
    • Unanet will not provide any implementation or support for the API under this API License. Nothing herein shall be construed to require Unanet to provide support services, reporting services or updates, upgrades, bug fixes or modifications to the API.
    1. CONFIDENTIALITY.
    • The API contains valuable proprietary information and trade secrets of Unanet and its suppliers that remain the property of Unanet. You shall protect the confidentiality of, and avoid disclosure and unauthorized use of, the API. Licensee agrees that any actual or threatened violations of this section may result in irreparable harm to Unanet for which monetary damages may not be sufficient and that Unanet may be entitled to seek a temporary restraining order and a preliminary or permanent injunction without posting bond against Licensee in addition to any other rights or remedies the Unanet may have at law or in equity.
    1. Collection and Use of Information.
    • Unanet may collect certain information through the API about Licensee or any of Licensee’s employees, contractors, or agents. By accessing, using, and providing information to or through the API, Licensee consents to all actions taken by Unanet with respect to Licensee’s information in compliance with the then-current version of Unanet’s privacy policy and data protection requirement, available at www.unanet.com.
    1. Data Protection and Security
    • Responsibility for Data. Licensee shall be solely responsible for any data, content and other materials Licensee and its users submit, upload, transmit or otherwise make available through the API. Licensee represents and warrants that it has given all necessary and/or customary notices to and obtained all necessary and/or customary consents from applicable end users for any processing of personal information as contemplated by this Agreement. Licensee shall not submit, upload, transmit or otherwise make available through the API any data, content or other materials not owned by Licensee or for which Licensee does not have all necessary authorization to submit, upload, transmit or otherwise make available through the API.
    • Aggregate Data. Licensee acknowledges and agrees that Unanet may collect or generate de-identified and aggregate usage data in connection with providing Licensee with access to or use of the API and that Unanet shall own all rights, title, and interest in and to such transactional data.
    • Non-US Data. Licensee shall not submit, upload, transmit or otherwise make available through the Unanet Enterprise API any Customer Data of any Customer Data Subject that is located outside the United States.
    1. NO WARRANTY.
    • The API and Documentation are provided “AS-IS” without any warranty whatsoever. TO THE FULL EXTENT ALLOWED BY LAW, THE FOREGOING WARRANTIES AND REMEDIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL OTHER WARRANTIES, TERMS, OR CONDITIONS, EXPRESS OR IMPLIED, EITHER IN FACT OR BY OPERATION OF LAW, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES, TERMS, OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY QUALITY, CORRESPONDENCE WITH DESCRIPTION, AND NON-INFRINGEMENT, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM UNANET OR THROUGH OR FROM THE API SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS API LICENSE. UNANET DOES NOT WARRANT THAT THE API AND DOCUMENTATION ARE SUITABLE FOR LICENSEE’S USE, THAT THE API OR DOCUMENTATION ARE WITHOUT DEFECT OR ERROR, THAT OPERATION WILL BE UNINTERRUPRED, OR THAT DEFECTS WILL BE CORRECTED. FURTHER, UNANET MAKES NO WARRANTY REGARDING THE RESULTS OF THE USE OF THE API AND DOCUMENTATION.
    1. LIMITATION OF LIABILITY.
    • YOUR USE OF THE API IS AT YOUR SOLE RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OR USE OF THE API. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL UNANET OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION DAMAGES FOR LOSS OF BUSINESS PROFITS OR REVENUE; BUSINESS INTERRUPTION OR WORK STOPPAGE; COMPUTER FAILURE OR MALFUNCTION; LOSS OF BUSINESS INFORMATION, DATA OR DATA USE; LOSS OF GOODWILL; OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE API OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES, EVEN IF UNANET OR ITS SUPPLIER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    1. INDEMNITY.
    • You agree to indemnify, defend, and hold harmless Unanet and its subsidiaries, affiliates, officers, agents, co-branders, customers, suppliers or other partners, and employees, from any loss, claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the API, your connection to the API, this API License, or your violation of this API License.
    1. DISCLAIMER
    • Some countries, states, or provinces do not allow the exclusion or limitation of implied warranties or the limitation of incidental or consequential damages for certain products supplied to consumers, or the limitation of liability for death or personal injury, so the above limitations and exclusions may be limited in their application to you. When the implied warranties are not allowed to be excluded in their entirety due to local law, they will be limited to the duration of the applicable warranty.
    1. TERM AND TERMINATION.
    • This API License will terminate automatically if you fail to comply with any of the terms and conditions of this API License and you will be liable to Unanet and its suppliers for damages or losses caused by your noncompliance. Unanet’s inaction to failures to comply with the terms and conditions of this API License shall not constitute a waiver. If it is determined that a waiver by Unanet of a specific breach or default of any portion of this API License, that waiver shall not constitute the waiver of any subsequent breach or default.
    • Unanet may terminate this API License at any time, for any reason, including a material breach of this API License. Licensee shall have the right to terminate this API License, upon thirty (30) days written notice to Unanet.
    • Upon termination of this API License, Licensee will immediately cease using the API and Documentation, and Licensee agrees to destroy all adaptations or copies of the API and Documentation, or return them Unanet upon termination of this License.
    • Unanet shall have the right to audit your use of the API in conjunction with this API License at any time with fifteen (15) days’ notice, and you will provide reasonable assistance for this purpose.
    • The rights of Unanet and your obligations contained in this API License survive any expiration or termination of this API License.
    1. MISCELLANEOUS
    • Assignment. Licensee may not assign this API License or any interest or rights granted hereunder to any third party without the prior written consent of Unanet. A change of control or reorganization of Licensee pursuant to a merger, sale of assets or stock shall be deemed to be an assignment under this API License. This API License shall terminate immediately upon occurrence of any prohibited assignment.
    • Export Controls. You acknowledge that the API may be subject to export restrictions of various countries. You shall fully comply with all applicable export license restrictions and requirements as well as with all laws and regulations relating to the importation of the API, in the United States and in any foreign jurisdiction in which the API is used. Without limiting the foregoing, the API may not be downloaded or otherwise exported or re-exported (i) into (or to a national or resident of) any country to which the U.S. has embargoed goods; (ii) any end user known, or having reason to be known, will utilize them in the design, development or production of nuclear, chemical or biological weapons; or (iii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders. By downloading or using the API, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list. If you obtained this API outside of the United States, you are also agreeing that you will not export or re-export it in violation of the laws of the country in which it was obtained. You further acknowledge that the API may include technical data subject to export and re-export restrictions imposed by US law.
    • Waiver. No failure by either party to exercise or enforce any of its rights under this API License will act as a waiver of such rights and no waiver of a breach in a particular situation shall be held to be a waiver of any other or subsequent breach.
    • Severability. If any provision of this API License is found invalid or unenforceable, that provision will be enforced to the maximum extent possible and the other provisions of this API License will remain in force.
    • Governing Law. This API License shall be governed by the laws of the Commonwealth of Virginia.
    • Entire Agreement. This API License, the Order Form for the Unanet Enterprise API services, and all exhibits and attachments thereto, represents the complete agreement concerning the API and may be amended only by a writing executed by both parties. If any provision of this API License is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable.

    BY INSTALLING, COPYING, OR OTHERWISE USING THIS API YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS INDICATED ABOVE