This API Agreement is entered into on the date of the request sent by Licensee for access to Projectplace APIs.
Projectplace has developed a project collaboration tool distributed as a Software as a Service. Projectplace has furthermore developed an Application Programming Interface (P-API) for external access to functionality contained within said project collaboration tool.
Licensee is interested in licensing use of the P-API in order to develop and distribute own Application Software separately or together with Projectplace’s Software.
Projectplace is willing to grant access to its P-API and to offer to provide such services and support on the terms and conditions set out herein.
"Application Software" is source code developed by Licensee intended to be used with Projectplace Software and its related API.
"Projectplace Software" is the project collaboration tool distributed as a SaaS, www.projectplace.com. Note that this Agreement does not in any way give any rights to use (except as set out in this Agreement) distribute, license or sublicense such Projectplace Software.
"P-API" refers to the interface, as well as related documentation, made available to Licensee to develop Application Software. The P-API allows for a 3rd party (e.g. Licensee) to develop and distribute own application together with Projectplace’s Software or separate (Application Software).
"API Portal" refers to web site wherein documentation and sample code is made available by Projectplace for 3rd party developers.
The specific licensed program regulated under this Agreement is P-API.
Subject to the terms and conditions of this Agreement and conditioned by the Licensee being a registered Projectplace user, Projectplace grants Licensee a limited license to develop, test, demonstrate and integrate Application Software against official API’s as outlined in API Portal.
All rights to an Application Software developed by Licensee shall be that of Licensee, for the avoidance of doubt any such Application Software does in no way restrict Projectplace to license Projectplace Software, P-API to any other 3rd party and for them to develop similar or identical Application Software.
Licensee’s distribution or sublicensing of the Application Software is subject to the following limitations: Licensee;
Except for the expressed licenses granted herein, Projectplace does not grant to Licensee any other licenses, whether express or implied, to the P-API, to any Intellectual Property Rights embodied therein or related thereto, or to any other Intellectual Property Rights of Projectplace. Licensee is granted no interest in or license to Projectplace source code under this Agreement.
As from the date of this API Agreement, Projectplace will make available to Licensee the following support services in respect of the P-API:
Projectplace will provide help and support via support web community, but does not make any commitment as to the scope of said support.
Projectplace will give Licensee access to a web site at http://www.Projectplace.com that will allow Licensee to issue support questions.
Licensee will also be able to issue support questions using the following email address: email@example.com.
Such support will be available at Projectplace’s discretion and no commitment is made by Projectplace as to response times or availability.
Projectplace shall defend and indemnify Licensee from and against any damage, cost and expense (including reasonable attorneys' fees) incurred as a result of any claim, suit or proceeding brought against Licensee based on a claim that the use of the software furnished by Projectplace under this Agreement constitutes an infringement of any third party Intellectual Property Right; provided that Projectplace has been notified promptly in writing of such claim, and given authority, information, and assistance to handle the claim or the defense of any suit, proceeding or settlement, and provided further that Projectplace shall have no obligations under this Section to the extent any claim is based on (a) the combination or use of the Software with other software or hardware not furnished by Projectplace where the Software would not otherwise itself be infringing, or (b) any modification or alteration of the Software other than by Projectplace.
In the event that the Software in such suit or proceeding is held to constitute an infringement, or if in Projectplace’s reasonable opinion the Software may constitute such infringement, and/or its further use is enjoined, Projectplace shall, at its own expense and at its option, either
Should none of these measures be technically, commercially or economically reasonable to Projectplace, then either party may terminate this Agreement as to the infringing software in question.
The warranties expressly given in this Section constitute the only warranties made by Projectplace with respect to infringements of any Intellectual Property Rights.
Projectplace warrants that it has sufficient rights and interests in licensed products and other materials supplied hereunder to grant the rights and licenses granted hereunder.
Except as expressly set forth in this section Projectplace makes no warranties, either expressed or implied, as to any matter whatsoever and Projectplace hereby disclaims any such warranties, including without limitation the implied warranties of merchantability and fitness for a particular purpose.
In no event shall Projectplace be liable to Licensee under this Agreement for any indirect or consequential damages of any nature or kind whatsoever, including but not limited to loss of profit or data.
In no event shall Projectplace be liable to Licensee under this Agreement with respect to damages arising under any claims or aggregate of claims in any amount which exceeds SEK 10 000, except where such damages are proven to be caused by gross negligence or willful misconduct.
Projectplace regards all information pertaining to the P-API and to this Agreement to be of a proprietary and confidential nature. Licensee shall protect the confidentiality of such information and prevent the unauthorized use, dissemination or publication until such information becomes public by no fault of Licensee, by using the same degree of care, but no less than a reasonable degree of care, as Licensee uses to protect its own confidential information of like nature.
Licensee may use Projectplace’s Trademarks only in the exact form provided by Projectplace, and Licensee’s usage must conform to the Projectplace trademark guidelines as updated from time to time. Projectplace shall approve in advance all use of Projectplace’s Trademarks.
The performance by either party of its obligations under this Agreement shall be excused for a period that is reasonable under the circumstances if the failure or delay thereof is caused by any unforeseeable events or circumstances beyond such party's control such as labor disputes, acts of God, riots, war, terrorism, fire, explosion, natural disasters, embargo or requisition. The party wishing to claim relief by reason of any such circumstance shall notify the other party in writing without delay on the intervention and on the cessation thereof.
This Agreement shall enter into force upon the date of the application for third party developer credentials, and shall, unless earlier terminated pursuant to its terms and conditions, remain in force until either party has terminated it by one month notice.
In case of breach of this Agreement by either or in case either party should become bankrupt or insolvent, the other party shall have the right to terminate this Agreement with immediate effect.
Projectplace is furthermore entitled to terminate this Agreement with immediate effect if Projectplace, in its sole discretion, finds that an Application Software in any way damage, or may damage, Projectplace’s image, reputation or trademark.
Upon termination of this Agreement, all Licensees’ rights in respect of the P-API shall terminate.
The termination of this Agreement for any reason whatsoever shall be without prejudice to any right or obligation of any party hereto in respect of this Agreement, which has arisen prior to such termination.
Neither Party may assign this Agreement without the prior written consent of the other Party, provided, however, that Projectplace may assign or extend all or part of its rights, title and interest in this Agreement to any successor to all or a portion of the business of Projectplace.
This Agreement shall be governed by and construed in accordance with the substantive laws of Sweden, without regard to principles of conflict of laws. The United Nations Convention on the International Sale of Goods shall have no application to this Agreement.
Any dispute, controversy or claim arising out of or in connection with this contract, or the breach, termination or invalidity thereof, shall be finally settled by arbitration administered at the Arbitration Institute of the Stockholm Chamber of Commerce (SCC Institute).
Where the amount in dispute does not exceed EUR 50 000 the SCC Institute's Rules for Expedited Arbitrations shall apply.
Where the amount in dispute exceeds EUR 50 000 the Rules of the SCC Institute shall apply. Where the amount in dispute exceeds EUR 50 000 but not EUR 500 000, the Arbitral Tribunal shall be composed of a sole arbitrator. Where the amount in dispute exceeds EUR 500 000 the Arbitral Tribunal shall be composed of three arbitrators.
The amount in dispute includes the Claimant's claims in the Request for Arbitration and any counterclaims in the Respondent's reply to the Request for Arbitration.