License Agreement for FieldOps
The following text is a copy of the license agreement used when working with this product. This document copy is for reference purposes only.
Document Contents
CNH INDUSTRIAL DATA INTEGRATION API LICENSE AGREEMENT
This Data Integration API License Agreement (“Agreement”) between the undersigned entity (“You”) and CNH Industrial America LLC and its affiliates (“Licensor”) sets forth how You may use Licensor’s data integration API, interface definitions and associated tools and documentation provided by Licensor pursuant to this Agreement (together, “API”) for the purpose of developing an application(s), website(s) or software product(s) (“Application”) that exchanges certain data with a Licensor application, website, service or database (“Licensor Site”). Your use of the API will be deemed to mean You accept the terms of this Agreement at that time and will also create a legally binding contract between You and Licensor under these terms.
1. API License Grant
To the terms and conditions of this Agreement, Licensor hereby grants You a worldwide, personal, revocable, royalty-free, non-exclusive, non-transferable and non-sub-licensable license to access and use the API solely to enable Your Applications to send certain grower information to, and receive certain grower information from, the Licensor Site(s).
2. Access Keys and Security
i. Licensor will provide You with access keys to enable Licensor to authenticate You and associate Your API activity with Your Application. You are fully responsible for maintaining the secrecy and security of Your access keys and for all activities that occur using Your access keys. You may not (i) modify or circumvent Your access keys; (ii) sell, transfer or disclose Your access keys to anyone; or (iii) use access keys other than with Your Application.
ii. Licensee will maintain and enforce information and data privacy and security procedures with respect to its access and use of the API that (a) are at least equal to industry standards, (b) are in accordance with Licensor’s reasonable security requirements, (c) comply with all applicable international, foreign, federal, state and local laws, statutes, rules, orders and regulations, and (d) provide reasonably appropriate administrative, technical, and physical safeguards to protect against accidental or unlawful destruction, loss, alteration or unauthorized access or use of the API or any Licensor networks, systems or data (collectively, Licensor’s “systems”). Without limiting the generality of the foregoing, Licensee will take all reasonable measures to secure and defend its location and equipment against “hackers” and others who may seek, without authorization, to modify or access Licensor systems or the information found therein without the consent of Licensor. Licensee will periodically test its systems for potential areas where security could be breached. Licensee will report to Licensor immediately any breaches of security or unauthorized access of Licensor’s systems or Licensee’s systems that may jeopardize the security of Licensor’s systems that Licensee detects or becomes aware of. Licensee will use diligent efforts to remedy such breach of security or unauthorized access in a timely manner and deliver to Licensor a root cause assessment and future incident mitigation plan with regard to any breach of security or unauthorized access affecting Licensor’s systems. Licensee will defend, indemnify and hold Licensor harmless from and against all claims, costs, losses, damages, liabilities, judgments and expenses (including reasonable fees of attorneys and other professionals) resulting from Licensee’s breach of the foregoing obligations.
3. Branding
i. Subject to the terms and conditions of this Agreement, Licensor hereby grants You a worldwide, personal, revocable, royalty-free, non-exclusive, non-transferable and non-sub-licensable license to display Licensor’s product or company name and logo as provided by Licensor (“Licensor Branding Materials”) in Your Application solely in accordance with Licensor’s branding guidelines, as applicable and as may change from time to time. Licensor will provide You with its branding guidelines upon commencement of this Agreement. Licensor has final approval over each use and placement of the Licensor Branding Materials and may terminate this license in Section 3(i) at any time for any reason. You must remove the Licensor Branding Materials immediately upon such termination. Licensor may update the Licensor Branding Materials from time to time, and You will display the current Licensor Branding Materials after receiving notice from Licensor.
ii. You hereby grant Licensor a worldwide, personal, revocable, royalty-free, non-exclusive, non-transferable and non-sub-licensable license to Your trade names, trademarks, service marks and logos as provided by You (“Your Branding Materials”) in a Licensor Site or for the purpose of advertising or publicizing the Licensor Sites or Your use of the API, solely in accordance with Your branding guidelines, as applicable and as may change from time to time. You will provide Licensor with any branding instructions upon commencement of this Agreement. You may terminate this license in Section 3(ii) at any time for any reason. Licensor must remove Your Branding Materials immediately upon such termination. You may update Your Branding Materials from time to time, and Licensor will display the current version of Your Branding Materials after receiving notice from You.
4. Restricted Uses
Except as expressly permitted in this Agreement, You may not:
i. Sell, lease, rent, trade, transfer, sublicense, encumber, modify, decompile, reverse engineer or otherwise alter the API;
ii. Publish, display or allow access or linking to the API from any location or source other than Your Application;
iii. Use, copy, distribute or modify the API in any "service bureau" or "timesharing" business;
iv. Display the Branding Materials in any way that is misleading, defamatory, infringing, libelous, or disparaging, or in a way that suggests Licensor created, sponsored or endorsed Your Application or its content or otherwise implies a relationship or affiliation with Licensor;
v. Remove any legal or other proprietary rights notices contained in or on the API or materials You receive under this Agreement; or
vi. Have Your Application or Your use of the API: (a) infringe on any third party's intellectual property rights; (b) violate Your privacy policy or other policy or any applicable law, statute, ordinance, contract, regulation or generally accepted practice; (c) contain any viruses or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system or data; or (d) create liability for Licensor.
5. Right to Provide Personal Information
By providing, or having Your Application provide, any content, data or information, including without limitation machine data, vehicle data, yield data and personal information of growers (collectively, “Data”) to Licensor, You represent and warrant that You have obtained all rights and consents necessary to provide such Data to Licensor and for Licensor to use it in or with the Licensor Site, and as instructed or authorized by the vehicle/device owner.
6. Modifications
i. Licensor may modify the API, permitted API calls, any Licensor Site, or any of the features provided in connection with use of the API at any time with or without notice.
ii. Licensor may from time to time change the terms of this Agreement upon 30 days written notice to You. Except where stated otherwise herein, all amended terms will be effective 30 days after notice is provided. If any modification is unacceptable, Your only recourse is to stop using the API. Use of the API after the date on which changes become effective will constitute acceptance of such changes.
7. Right to Monitor and Audit
Licensor may monitor or audit an Application or activities relating to Your use of the API, and You agree to cooperate in a commercially reasonable manner with such monitoring or audit.
8. Ownership
As between Licensor and You, Licensor retains all rights, title and interest in and to all intellectual property rights embodied in or associated with the API, the Licensor Site, the Licensor Branding Materials and any content, data or information accessed from the Licensor Site through the API. As between Licensor and You, You retain all rights, title and interest in and to all intellectual property rights embodied in or associated with Your Application, Your Branding Material and any content, data or information accessed from Your website, service or databases through the API that did not originate from the Licensor Site.
9. Disclaimers and Limitations of Liability
i. Licensor disclaims all liability related to, and gives no guarantees of, availability or uptime of the API or of Licensor Sites or services, and
ii. EXCEPT AS EXPRESSLY STATED HEREIN, LICENSOR DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. LICENSOR DOES NOT REPRESENT OR WARRANT THAT ANY API, LICENSOR SITE OR SERVICE WILL OPERATE SECURELY OR WITHOUT INTERRUPTION. THE API, LICENSOR SITES, BRANDING MATERIALS, PRODUCTS AND SERVICES PROVIDED BY LICENSOR HEREUNDER ARE PROVIDED “AS IS” AND “AS AVAILABLE.” YOU ACKNOWLEDGE THAT YOU HAVE NOT ENTERED INTO THIS AGREEMENT IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION EXCEPT THOSE SPECIFICALLY SET FORTH HEREIN.
iii. NEITHER PARTY WILL HAVE ANY CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER LIABILITY WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, UNDER THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LIABILITY AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN ADDITION TO THE FOREGOING, THE MAXIMUM AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO THE GREATER OF (A) THE AMOUNTS PAID OR PAYABLE TO LICENSOR BY YOU FOR THE API IN THE MONTH PRECEDING THE CLAIM, OR (B) $1,000.00. THE FOREGOING LIMITATIONS OF LIABILITY SHALL NOT APPLY TO EITHER PARTY’S INDEMNIFICATION OBLIGATIONS, MISUSE OF THE OTHER PARTY’S INTELLECTUAL PROPERTY OR BREACH OF CONFIDENTIALITY OBLIGATIONS.
10. Indemnification
i. You will indemnify, defend and hold Licensor, its parent, subsidiaries, partners and affiliates, and each of their respective employees, officers, directors, agents, consultants and licensors, harmless against any and all claims, costs, losses, damages, liabilities, judgments and expenses (including reasonable fees of attorneys and other professionals) (collectively, “Claims”) that may arise from or are related to (a) Your misuse of the API, or any content, data or other information received from Licensor, in violation of this Agreement or applicable law, (b) Your failure to obtain all of the rights and consents available from the original provider of any content, data or information that was transferred to Licensor through the API, or (c) Your infringement or alleged infringement or misappropriation of a third party’s intellectual property rights. You will have sole control of the defense and settlement of any Claim, at Your own cost, but You may not settle any Claim without Licensor’s prior written consent, which consent shall not be unreasonably withheld.
ii. Licensor will indemnify, defend and hold You, its parent, subsidiaries, partners and affiliates, and each of their respective employees, officers, directors, agents, consultants and licensors, harmless against any and all Claims that Your use of the API infringes or misappropriates any third party intellectual property right. Licensor will have sole control of the defense and settlement of any Claim, at its own cost, but Licensor may not settle any Claim without Your prior written consent, which consent shall not be unreasonably withheld.
11. Term and Termination
i. This Agreement will begin on the earlier of (i) the date on which it is fully signed or (ii) You begin use of the API, and will continue until You stop using the API or it is otherwise terminated in accordance with this Agreement.
ii. Upon termination of this Agreement, all licenses granted hereunder will terminate and You must immediately stop using the API and the Licensor Branding Materials. You will promptly destroy all access keys in Your possession or control that were provided by Licensor.
iii. Either party may terminate this Agreement in the event of default or material breach by the other party after providing written notice of the breach and a 30 day period to cure the breach. If cured, the parties will continue the Agreement as if no breach had occurred. If the breach is not cured within the 30 day period, the non-breaching party may immediately terminate this Agreement.
iv. The following Sections will survive any termination of this Agreement: 5, 7-14.
12. Confidentiality
“Confidential Information” means all information provided by either party to the other under or pursuant to this Agreement, including the terms and existence of this Agreement. Both parties agree that it will not use Confidential Information other than for the purpose of performing this Agreement or disclose Confidential Information to any third party, other than its employees and consultants who need to know the Confidential Information to perform under and as permitted by this Agreement. Notwithstanding any provisions to the contrary, these confidentiality obligations will survive the termination of this Agreement for five (5) years, provided that any information that constitutes a trade secret of the party shall remain subject to the confidentiality obligations and provisions under this Agreement.
13. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of Wisconsin.
14. Miscellaneous
This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes any prior agreements in connection with the API. Any modifications by You to this Agreement must be made in a writing (not including email) executed by Licensor. Any notices to Licensor must be sent to the address listed on the Licensor website via first class or air mail or overnight courier, and is deemed given upon receipt. Licensor may send You notices by email or regular mail at the address listed on Your website. A waiver of any default is not a waiver of any subsequent default. Unenforceable provisions will be modified to reflect the parties' intention, and remaining provisions of the Agreement will remain in full effect. You may not assign or delegate this Agreement to any third party without Licensor’s prior written consent. Licensor may freely assign or delegate this Agreement. You and Licensor are independent contractors. A person who is not a party to this Agreement has no right to rely upon or enforce any term of this Agreement, but this does not affect any right or remedy of a third party which exists or is available by law.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representative as of the day and date first above written.