Terms & Conditions API Agreement
By accessing any part of the tools in this Agreement made available by 24SevenOffice, you are accepting the terms and conditions in this Agreement and in the 24SevenOffice Customer License Agreement (CLA). You also accept that you have authority to enter into this Agreement on behalf of your Company (or other legal entity).
Agreement shall mean the conditions and terms Company agrees upon by accessing the tools delivered through the 24SevenOffice Developer Partner Program.
24SevenOffice shall mean the company 24SevenOffice AS and is the company delivering the 24SevenOffice Service as Software as a Service (SaaS). 24SevenOffice is part of 24Seven Technology Group ASA. 24SevenOffice is the owner of all material in the 24SevenOffice Developer Partner Program.
24SevenOffice Access Platform shall mean the 24SevenOffice platform for determination of which rights should be granted to each End User regarding access to data. Without license to the 24SevenOffice Access Platform the Integrated Service will not be able to transport any data from the End Customer Account.
24SevenOffice Service shall mean the application and accompanying services delivered by 24SevenOffice. 24SevenOffice Services do not include the Integrated Service delivered by Company.
API (Application programming interface)/Web service. An API is a source code based specification intended to be used as an interface by software component to communicate with each other. An API may include specification for routines, data structures, object classes and variables. A Web service is a method of communication between two electronic devices over the web. API and Web service is the name of the tools delivered by 24SevenOffice through the 24SevenOffice Developer Partner Program. The API/Web service and the documentation are not required to comply with each other.
API Account is the 24SevenOffice Service delivered through the 24SevenOffice Developer Partner Program that makes it possible for Company to access the API/Web service.
Company shall mean the individuals and entities that accessed the tools made available through the 24SevenOffice Developer Partner Program for the purpose of producing the Integrated Service. The Company may also be the reseller of the Integrated Service and/or the 24SevenOffice Service.
Commission shall mean the amount payable by either party for marketing, distributing and/or selling the 24SevenOffice Service or the Integrated Service.
Customer License Agreement or CLA shall mean the terms and conditions an End Customer has to accept in order to use the 24SevenOffice Services.
Developer shall mean the employee or contracted person within Companies or third-party organization that have access to API tools.
Effective Date shall mean the Date Company accesses and start using the tools made available through the 24SevenOffice Developer Partner Program.
End Customer shall mean those third party individuals and entities not affiliated with the Company who acquires the Integrated Services through the either Company or either sales partner of 24SevenOffice. It will also include individuals affiliated with the any of these parts, when the Integrated Services are for internal use or Company is a using the 24SevenOffice Service internal.
An End Customer Account shall mean the area within the 24SevenOffice Service that is limited to one legal company’s data.
End User License Agreement or EULA shall mean the terms and conditions an End User has to agree upon in order to use the 24SevenOffice Service.
End User shall mean any individual that has a user log-in to the 24SevenOffice Service. That might be as an employee at End Customer or as an individual.
Integrated Service shall mean the service provided by either party using the tools made available through the 24SevenOffice Developer Partner Program. The Integrated Service may be produced for commercial purposes or for single integration tasks made by 3.party or by Company for internal use. A Company Services is not an Integrated Service before being approved by 24SevenOffice.
Market shall mean the territory in which the Company is permitted to market and/or sell the Integrated Services.
User ID is the unique reference for an End Customer Account.
Subscription Based Services shall mean monthly subscription that End Customer agrees upon paying for the Integrated Service.
Term shall mean the period of time during which this Agreement is in effect.
3rd party vendor in this Agreement is Company that delivers a 3.party Service or any Independent Contractors used by Company.
2.0 Requirements for participating in the 24SevenOffice Developer Partner Program
Use of the API tools and any 24SevenOffice Service requires acceptance of the 24SevenOffice Customer License Agreement (CLA) and End User License Agreement (EULA)
3.0 24SevenOffice rights and responsibilities
3.1 – Trademarks and Trade Names
The Company hereby acknowledges 24SevenOffice’s exclusive right, title and interest in the trademarks and trade names identifying the 24SevenOffice Services, and shall not cause or permit to be done any act that impairs such right, title and interest. The Company shall not perform its activities regarding 24SevenOffice Services under any name, sign or logo other than the trademarks or trade names specified by 24SevenOffice. All use of the trade name 24SevenOffice or related logos shall be approved by 24SevenOffice in advance in writing. The Company shall not purchase from any internet search engine provider the Keyword “24SevenOffice”, or any phrase or combination containing this keyword without consent. Any registrations of domains concerning 24SevenOffice will be subject to consent of 24SevenOffice. Upon termination of this Agreement, all registered rights to the domains shall be transferred to 24SevenOffice free of charge.
3.2 – Intellectual Property Ownership
The source code, design and other aspects of the 24SevenOffice Service are considered 24SevenOffice property and only 24SevenOffice has the ownership of it. The rights granted in this Agreement is provided on the condition that Company does not copy, modify, create a derivative work of, reverse engineer, reverse assemble, disassemble or decompile any 24SevenOffice Service or API tool, or otherwise attempt to discover any source code, modify the 24SevenOffice Service or use unauthorized modified version of the 24SevenOffice Service, including without limitation for the purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized access to the 24SevenOffice Service. Any improvements or tailoring of the 24SevenOffice Services according to the Company needs will be considered the 24SevenOffice property.
3.3 – Changes to Agreement and 24SevenOffice Services
24SevenOffice may, in its sole discretion make changes to the existing 24SevenOffice Services and API, including enhancements, modifications or replacements at any time. However in any case, such alterations cannot materially diminish the 24SevenOffice Services level, functionalities and performance already contracted with End Customers, provided such contract has been entered into by 24SevenOffice, or by the Company with necessary authorization given by 24SevenOffice.
24SevenOffice has the right to change the content of the CLA, EULA and API Agreement without notice. Company has to stay up to date in channels provided by 24SevenOffice, where major changes are published.
3.4 – Similar Integrated Services
24SevenOffice cannot guarantee that 24SevenOffice or other 3.party vendors will not produce similar Integrated Services as the Integrated Service. 24SevenOffice encourages a diversity of options for End Customers, using the API. 24SevenOffice will always act as a neutral party, concerning the End Company’s right to choose their preferred Integrated Service.
3.5 – Verification and approval of the Integrated Service
24Seven Office has right to use the Integrated Service(s) for testing and verification purposes. This includes access to review and inspect all API calls made against 24SevenOffice API, includes scripts and Company web services. The verification process is necessary for the purpose of determine the boundaries between which party that should support witch part of the process. It is also necessary to maintain the proper functionality of the Integrated Services.
The Integrated Service shall not be sold to any End Customers before 24SevenOffice have given a written approval for End Customer use. 24SevenOffice has the right to determine at which time the Integrated Service is ready for approval. After the Integrated Service has been approved by 24SevenOffice, Company will be granted a license for connection to the 24SevenOffice Access Platform. Company shall handle management of right to the Integrated Service without integrating this in to the 24SevenOffice Access Platform. If the Integrated Service is produced for commercial purposes, 24SevenOffice is granted access to the Integrated Service free of charges for demonstration purpose.
For commercial Integrated Services, an agreed upon part of the income shall be offered to 24SevenOffice. This income split will be handled in separate agreements from this Agreement. Approval of the Integrated Service will not be achieved before an agreement regarding the income split is reached between the parties.
A commercial Integrated Service that has not been approved is not eligible for commercial sale. Company does not have to get the Integrated Service approved if the objective of the integration is not for commercial sales. The Integrated Service still have to provide reasonably expected quality, so it does not harm the reputation of the 24SevenOffice brand. When the Integrated Service is approved, Company grants 24SevenOffice the right to use the Integrated Service and Company name as reference. Noncommercial integrations may also be used as a reference if not Company specified requesting that their name should be omitted.
3.6 – Right to disable the access to the API
24SevenOffice reserves the right to suspend without notice Company Access to 24SevenOffice API and the license to 24SevenOffice Access Platform, if there is suspicion that data entered through the 24SevenOffice API is corrupt or in any other way may harm other part of the 24SevenOffice Service. 24SevenOffice also have the right to disable the access to API if there is an indication that the data provided by the customer infringes any third party rights. This may also be if information sent through API is suspected to be spam. Access will also be suspended if there is any breach according to national legislation, if Company fails to pay any agreed upon amounts or any other breach of this Agreement. 24SevenOffice shall have the right to examine any data provided by the Company if 24SevenOffice suspects that suspension according to this paragraph is necessary, and 24SevenOffice shall be given access to any such data.
3.7 – 24SevenOffice API Forums
24SevenOffice have no obligation to monitor any forum made for this purpose, but reserve the right to do this. This also means the possibility to delete information without any warning.
4.0 Company rights and responsibilities
4.1 – End Customer acceptance
Company shall have documented confirmation from the End Customer that any use of all data made available from the 24SevenOffice Service is approved by the End Customer/End User. If not restricted in Companies own access right system, Company will get access to all rights given to an End User through 24SevenOffice Access Platform. This involves all End Customer Accounts End User is connected to. Company shall include this in any terms and conditions for using the Integrated Service.
4.2 – API Account
24SevenOffice grants Company a non-exclusive, nontransferable, non-sub licensable, limited right to access the API Account and Documentation made available through the 24SevenOffice Developer Partner Program. Company is also granted the right to use the API tools for development efforts necessary to build or modify the Integrated Service. There is no free version of the 24SevenOffice Service included in this program. Company shall have no right to use the API tools for development of Integrated Services not approved by 24SevenOffice or not integrated with the 24SevenOffice Service. Company shall not reprint, distribute or embed any content from the Documentation in any form whatsoever without the prior written consent. 24SevenOffice will maintain the API and access to the API. 24SevenOffice shall strive to maintain updated Documentation, but is not responsible for errors that may occur as result of any differences. Requested changes to the API will be considered by 24SevenOffice, but 24SevenOffice has the right to refuse all requests. 24SevenOffice may charge for changes to the API due to priority or the general request for this API.
4.3– Identity of the user of 24SevenOffice API
Company is responsible for submitting accurate information when registering for the 24SevenOffice Developer Partner Program. If there is any grounds to suspect that this information is inaccurate or false, 24SevenOffice has the right to suspend or terminate Companies access to all API tools. Company is responsible for the confidentiality of any API Account username, password or user ID. Company shall inform 24SevenOffice immediately if there is any suspicion that any third parties have wrongfully information about this. By accessing the API Account Company agree that 24SevenOffice may send you information and notices regarding the 24SevenOffice Developer Partner Program or the 24SevenOffice Service by email, text messaging or other means based on the information you provide to 24SevenOffice.
4.4 – The Integrated Service and comparison to other 24SevenOffice Services
Company shall develop the Integrated Service in such a way that optimizes the use of 24SevenOffice API. For some 24SevenOffice APIs, there will be a limit to the number of API calls available within a time frame. The Integrated Service must be built to handle prevailing constraints. Company shall make it obvious that the Integrated Service is a Service produced by Company and not by 24SevenOffice, if no other agreements have been made. Company has the responsibility for the content and quality of the Integrated Service. It is Company responsibility that the quality of the Integration Service does not give the trademark 24SevenOffice any bad reputation. Company undertakes to update the Integrated Service in accordance with applicable laws and regulations, available API and the current functionality of the 24SevenOffice Service.
4.5 – Independent Contractors
Company may use Independent Contractors for the purpose of producing the Integrated Service. But the developer cannot be an employee or a have assignments with direct competitors of 24SevenOffice except with 24SevenOffice written consent. Company shall execute an agreement with any 3.party independent contractor which includes the terms and conditions of this Agreement. Company is responsible that any 3.party independent contractor is following and accepting the terms and conditions of this Agreement. Company agrees to provide 24SevenOffice with information about the 3.party independent contractor in reasonable advance. Any rights not expressly granted in this Agreement are reserved by 24SevenOffice. 24SevenOffice may refuse to grant access to 3.party independent contractor without any explanation.
4.6 – Compliance with Laws
Company agrees that it will comply with all current and newly added laws in the market the Integrated Service are offered. 24SevenOffice do not have any responsibility to monitor this, but may intervene if this is detected.
5.0 End Customer Data
Company has to treat all End Customer data with caution and not in any way modify so the results may be misleading. Company also has the responsibility that all data sent to the 24SevenOffice Service through the API gives a correct picture when data is processed inside the 24SevenOffice Service or in other Integrated Services. 24SevenOffice have no responsibility for data entered into the 24SevenOffice through the API. Company shall respect that End Customer is the owner of all data, and that all storage of data in Company storage facilities and access to data are in agreement with the End Customer. Company has to treat all data as confidential, whether or not marked as confidential. Company shall use such End-Customer data only as necessary to perform its obligations under this Agreement and will not otherwise disclose or make available End-Customer data to any other third party. Company shall use industry standard measures to protect the security of any such customer data to which Company gains access. After termination of this Agreement, Company shall promptly close all access to End Customer Accounts, destroy (and certify such destruction in writing) such confidential and/or proprietary End Customer data locally stored without any delay.
6.0 Cost of using 24SevenOffice API
At this time there is currently no fee for participation in the 24SevenOffice Developer Program. 24SevenOffice reserves the right to charge a fee or otherwise modify its pricing structure at its sole discretion on a later time.
7.0 Support of the Integrated Service
24SevenOffice do not support the Integrated Service if no other Agreement has been made. It is Company responsibility to make it obvious for the End User where to get support for the Integrated Service. Company also commits to hold a presentation of the Integrated Service for 24SevenOffice Support. The presentation is for 24SevenOffice Support to refer support for the Integrated Service to the right channels and ease the transition of the support for the End Customer.
All support of the API from 24SevenOffice to Company shall be by the e-mail address apisupport@24SevenOffice.com. Telephone support will be invoiced at 24SevenOffice current rates. 24SevenOffice reserve the right to limit or invoice support if circumstances indicate that the support offered is beyond the call of duty. Partner will be notified before such actions are set in motion.
8.0 Availability and Notification
The availability for the API Account follows the availability for the 24SevenOffice which is covered in the 24SevenOffice Customer License Agreement (CLA). Scheduled maintenance is noticed through 24SevenOffice channels for all customers. Availability for the 24SevenOffice Service and API may differ if 24SevenOffice finds it appropriate. 24SevenOffice shall have no obligations to any claims due lack of availability of the 24SevenOffice Service or API Account.
9.0 Breach of this Agreement
If Company fails to perform any of the provisions of this Agreement, 24SevenOffice can cancel this Agreement with immediate effect and access to the API account will immediately be suspended. Non-payment to 24SevenOffice will in all cases be seen as a failure to perform the CLA and will result in immediate cancellation of the Agreement.
The party that claims a breach of the Agreement has to do this within one (1) year after the timing of the breach. Any claims from either part after this one (1) year period, will be dismissed. If a complaint is not made in accordance with this provision, the right to make any claims will cease to exist.
If the breach consists in the 24SevenOffice Service is not working according to this Agreement, 24SevenOffice has the right to correct any errors. If 24SevenOffice finds the improvement would be disproportionately costly, 24SevenOffice can at its own discretion terminate this Agreement.
If the 24SevenOffice Service infringes any third party rights, 24SevenOffice has the right to on their own expense obtain the necessary rights or change the Service so that a violation no longer occurs. If remediation or rights acquisitions are disproportionately costly, 24SevenOffice can at its own discretion terminate this Agreement.
If 24SevenOffice fail to deliver within a deadline agreed upon between the parties, then 24SevenOffice is granted a reasonable additional period of time to deliver before the Agreement can be terminated.
10.0 Limitation of Liability
Neither Party shall be liable to the other pursuant to this Agreement for any amounts representing loss of profits, loss of business or indirect, consequential, or punitive damages of the other Party.
24SevenOffice shall have no liability and the Company shall hold 24SevenOffice harmless of any claims made by the End Customers as a result of any act or omission made by the Company, hereunder the Company’s inability to perform a correct sale. This includes incorrect or insufficient information given to the End Customer by the Company, e.g. related to product functionality, delivery time, training, support etc. If it is proven that 24SevenOffice, through gross negligence has caused End Customer loss, any claim is limited to NOK 20 000,-
11.0 Warranty Disclaimer
By accepting this Agreement, Company understand and agree that 24SevenOffice Services are provided “as is” and licensor expressly disclaims all warranties of any kind, express or implied, including without limitation any warranty of merchantability or of fitness for a particular purpose. 24SevenOffice makes no warranty or representation regarding 24SevenOffice Services, any information, materials, goods or Services obtained through Services, or that 24SevenOffice Services will meet Company or End Customers requirements, or be uninterrupted, timely, secure or free from error or defect. 24SevenOffice disclaims and excludes any representations or warranties that the 24SevenOffice Services are compatible with any combination of 24SevenOffice Services or Integrated Services not furnished by 24SevenOffice which Company or any End Customer may choose to utilize with both services.
Company shall give 24SevenOffice notice as soon as practicable of any unauthorized use of any passwords or accounts or other breach or suspected breach of security.
Company shall give 24SevenOffice notice in writing of any transaction effecting a change in control of the Company or the transfer of fifty percent (50%) or more. 24SevenOffice may choose to immediately terminate this Agreement if the new owners of the Company are considered to be a competitor to 24SevenOffice Services. Each Party shall give the other prompt notice in writing of any relevant changes; hereunder changes in its name, office address and contact information. All Notices required to be sent or given under this Agreement shall be in writing either by mail or e-mail to an address and/or Party representative pre-approved by the other Party for such notices.
13.0 Confidential Information
Confidential Information shall mean information or material that is confidential and proprietary to the disclosing party. Confidential Information includes, but is not limited to, the following types of information and other information of a similar nature: software (in various stages of development), designs, specifications, models, source code, object code, documentation, marketing and development plans, business plans, financial information and customer lists. Confidential information does not include information that is publicly known or the parties have knowledge about, before the entry of this Agreement.
Unless otherwise authorized in writing by 24SevenOffice, the Company shall not disclose to third parties any Confidential Information regarding the 24SevenOffice Services that the Company obtains from 24SevenOffice. The Company shall take all reasonable precautions to protect such Confidential Information from unauthorized disclosure. 24SevenOffice has the same obligation with respect to Confidential Information of the Company obtained in the business relationship. The obligations under this article shall survive the termination of the Agreement for a two year period. Confidential Information includes, but is not limited to, the API with documentation, Agreements, pricing, projects, future plans, routines and source codes, or other information that is reasonable that the other party would understand to be Confidential Information. This information shall be used solely for the purpose that it was intended and for no other purpose whatsoever.
14.0 Force Majeure
In case the implementation of this Agreement is partially or completely prevented, or is hindered to a substantial degree by conditions beyond the control of the parties, the duties of the parties shall be suspended to the extent the conditions are relevant, and for such a period as the conditions continue. These conditions include, but are not restricted to, strikes and lockout and each condition that Norwegian Law would consider force majeure or that is beyond the control of the parties. However, either party may terminate this Agreement if the case of the force majeure makes it particularly burdensome to maintain the Agreement.
15.0 Term, Termination and Suspension
This Agreement shall be effective from the Effective Date. The Term of this Agreement is for twelve (12) month. The Agreement is automatically renewed until one of the Parties chooses to terminate the Agreement. The Agreement may be terminated by Company upon three (3) months written notice before a new twelve (12) month period. 24SevenOffice have the right to terminate this Agreement with three (3) month written notice at any time during the same period.
Upon termination of this Agreement for any reason, the Company shall immediately remove all links to the 24SevenOffice Service and brand name and stop sale and other activities regarding the Integrated Service. Both parties shall pay the other part all accrued and unpaid Commission. Either Party may terminate this Agreement immediately after providing written notice upon the occurrence of any of the following events, in which case no compensation is granted:
(i) the other party breaches any of its material obligations under this Agreement and fails to cure such breach within sixty (60) days after receiving notice of such breach from the other party;
(ii) the other party suffers the appointment of a receiver or a trustee in bankruptcy, assigns all or a substantial part of its assets in favors of its creditors or otherwise takes advantage of any insolvency or similar law;
(iii) the other Party undergoes a change of control and the other Party reasonably determines the acquiring entity to be a direct competitor of such other Party; or
(iv) the other Party fails to pay any amounts more than sixty (60) days after such amounts have become due;
16.0 Disputes and governing law
Any conflicts or disputes arising from this agreement shall be subject to the courts of New York State, and is governed by United States Law.