Blink API Terms and Conditions
THIS DATA LICENSE AGREEMENT (this “Agreement”) is made and entered into as of the date Blink Network, LLC (“Licensor”) provides Licensee with the BlinkMap API (each a “Party” and collectively the “Parties”), with respect to the Data (as defined below).
The Parties agree as follows:
“Data” shall mean Licensor’s electronic vehicle charge station data including (but not limited to): charger identification, type, level, rate, address, hours of operation, availability, and description.
“Affiliate” shall mean any entity that, directly or indirectly, controls, is controlled by, or is under common control with Licensee, including any entity (i) in which Licensee holds at least a fifty percent (50%) equity interest or (ii) which holds at least a fifty percent (50%) equity interest in Licensee.
“API” shall mean Blink Map Applications Programming Interface as specification to be used as an interface by software components to communicate between systems.
3. TERM AND TERMINATION.
License Grant. Licensor grants Licensee and its Affiliates a non-exclusive, non-transferable, non-sub-licensable, and royalty-free license to reproduce, install, and use the Data internally, solely for purposes of using it in connection with Licensee products and services, and/or Licensee’s equipment and systems.
Delivery. Licensor shall deliver the Data from its server to Licensee’s server by electronic means, such as an API or an FTP download site or via Blink API, and not by tangible media, such as compact discs, tapes or disks.
Right of Termination. Licensor shall have the right to terminate this Agreement at any time, for any reason. Including, if Licensee fails to cure any material breach of this Agreement or upon purchase by Licensee of a license to the Data for commercial (monetized) use (at which time Licensee’s rights and obligations regarding the Data will be set forth in a separate definitive license agreement mutually agreed upon by the Parties).
Termination Procedure. Upon termination by Licensor, Licensee agrees that it will destroy any copy of the Data provided to Licensee by Licensor, including any original, backup or archival copy Licensee may have installed, downloaded or recorded on any computer, memory system, or magnetic or optical medium. Licensee will return such materials only upon written request from Licensor, provided such request is received prior to expiration or termination of this Agreement.
Purpose. Except as expressly authorized by Licensor, Licensee may not: (a) modify or create any derivative works of the Data or any documentation delivered therewith; (b) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for the Data; (c) redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer rights to the Data; (d) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Data; or (e) use the Data in production for the purpose of deriving business value, or any other commercial use.
API Rate Limitation. Licensee shall not exceed the API Rate Limit as defined in the technical documentation provided.
API Key. Licensee shall not share, distribute or publish the API Key provided by Licensor.
5. TECHNICAL SUPPORT. Licensor shall provide technical support via email that is reasonably necessary for Licensee to adequately receive the Data. Email support shall be provided 8:00a.m. to 5:00 p.m. MST, Monday through Friday, excluding government holidays.
6. PROPRIETARY RIGHTS. As between the Parties, Licensor retains exclusive ownership of any and all rights, title and interest (including patent rights, copyrights, trade secret rights, mask work rights and any other intellectual property and other proprietary rights throughout the world) in and to the Data, and all copies (by whomever made) thereof. The license does not constitute a sale of the Data, or any portion thereof. Each Party recognizes that Licensor grants no licenses except for the license expressly set forth herein.
7. CONFIDENTIALITY. As used herein, the term “Confidential Information” shall mean any and all information, technical data and know-how which one Party (the “Disclosing Party”) discloses to the other Party (the “Receiving Party”), which is or may be related to (a) the business, present or future, of the Disclosing Party or its affiliates, (b) the technology or products of the Disclosing Party or its affiliates, (c) the research and development or investigations of the Disclosing Party or its affiliates, (d) the business of any customer of the Disclosing Party or its affiliates, (e) the terms and existence of this Agreement, and (f) any other information which is or should be reasonably understood to be Confidential Information of the Disclosing Party or its affiliates. Confidential Information shall not include information which: (a) is previously rightfully known to the Receiving Party without restriction on disclosure; (b) is or becomes, from no act or failure to act on the part of the Receiving Party, generally known in the relevant industry or public domain; (c) is disclosed to the Receiving Party by a third party as a matter of right and without restriction on disclosure; or (d) is independently developed by the Receiving Party without use of the Confidential Information. Each Receiving Party shall at all times, both during the term hereof and for a period of at least two (2) years after termination, keep in confidence all such Confidential Information using a standard of care such Party uses with its own information of this nature, but in no event less than reasonable care. The Receiving Party shall not use any Confidential Information other than in the course of its permitted activities hereunder. Without the prior written consent of the Disclosing Party, the Receiving Party shall not disclose any Confidential Information except on a “need to know” basis to an employee or contractor under binding obligations of confidentiality substantially similar to those set forth herein. If a Receiving Party is legally compelled to disclose any of the Disclosing Party’s Confidential Information, then, prior to such disclosure, the Receiving Party will (i) assert the confidential nature of the Confidential Information and (ii) cooperate fully with the Disclosing Party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure and/or use of the Confidential Information. In the event such protection is not obtained, the Receiving Party shall disclose the Confidential Information only to the extent necessary to comply with the applicable legal requirements.
8. DISCLAIMER OF WARRANTIES. THE DATA IS PROVIDED WITH ALL FAULTS ON AN "AS IS" BASIS. LICENSOR DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES THAT THE DATA IS FREE OF DEFECTS, VIRUS FREE, AND ABLE TO OPERATE ON AN UNINTERRUPTED BASIS, THAT THE FUNCTIONALITY OF THE DATA WILL MEET LICENSEE’S REQUIREMENTS, OR THAT ERRORS IN THE DATA WILL BE CORRECTED, AND THE IMPLIED WARRANTIES THAT THE DATA IS MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING, UNLESS SUCH IMPLIED WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. FURTHER, LICENSOR DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE DATA IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.
9. LIMITATION ON LIABILITY. LICENSOR SHALL NOT BE LIABLE TO THE LICENSEE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY NATURE ARISING OUT OF THE POSSESSION OF, USE OF, OR INABILITY TO USE THE DATA, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, DATA LOSS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER THE CLAIM OR LIABILITY IS BASED UPON ANY CONTRACT, TORT, BREACH OF WARRANTY OR OTHER LEGAL OR EQUITABLE THEORY.
10. EXPORT CONTROL. Licensee shall fully comply with all applicable import and export control laws, regulations, rules and orders of the United States and any foreign jurisdiction. Licensee shall not, without first obtaining written authorization from the United States and/or foreign government: (i) export, re-export, release or transfer, directly or indirectly, any software or technology, including any direct products thereof to any proscribed country, entity or person (wherever located) (collectively, “Proscribed Entities”) or for any proscribed end-use, or (ii) enter into any transactions with any Proscribed Entity or for any proscribed end-use. Licensee hereby agrees to assume all responsibility for, and to bear all expenses relating to, Licensee’s compliance with the described laws, regulations, rules and orders, and for obtaining all necessary government authorizations and clearances in relation thereto.
11. NOTICES. Any notice, approval, request, authorization, direction or other communication under this Agreement will be given in English in writing and will be deemed to have been delivered and given for all purposes (i) on the delivery date if delivered by confirmed facsimile; (ii) on the delivery date if delivered personally to the Party to whom the same is directed; (iii) one business day after deposit with a commercial overnight carrier, with written verification of receipt; or (iv) five business days after the mailing date, whether or not actually received, if sent by U.S. mail, return receipt requested, postage and charges prepaid, or any other means of rapid mail delivery for which a receipt is available. In the case of Licensee, such notice will be provided to the Licensee representative identified below. In the case of Licensor, notice shall be sent to the individual at the address identified below.
For Licensee: Name and address as provided
12. GENERAL PROVISIONS.
For Licensor: Blink Network, LLC
Name: Legal Department
Address: 4141 East Raymond Street, Suite D
Phoenix, AZ 85040
Copyright © 2014 Blink Network, LLC All Rights Reserved.
Entire Agreement. This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof, and supersedes all prior agreements, understandings and communications between the Parties with respect to such subject matter. No modification or amendment to this Agreement shall be effective unless in writing and executed by a duly authorized representative of each Party.
Choice of Law; Jurisdiction. This Agreement is made under and shall be governed by and construed in accordance with the laws of the State of Florida (except that body of law controlling conflict of laws) and specifically excluding from application to this Agreement that law known as the United Nations Convention on Contracts for the International Sale of Goods. Each Party irrevocably consents to the exclusive jurisdiction, forum and venue of Miami-Dade County, Florida over any and all claims, disputes, controversies or disagreements between the Parties or any of their respective subsidiaries, affiliates, successors and assigns under or related to this Agreement.
Assignment. Neither Party shall assign or transfer any rights or obligations under this Agreement without the prior written consent of the other Party; except that Licensee may assign or transfer this Agreement to an entity controlling, controlled by or under common control with Licensee and/or (ii) in connection with a spin-off, split-off or other distribution of all or part of the equity interests in Licensee or an entity controlling, controlled by or under common control with Licensee, its assigns, or a successor of either. Subject to the limitations set forth in this Agreement, this Agreement will inure to the benefit of and be binding upon the Parties, their successors and assigns.
Partial Invalidity; Waiver. If any provision in this Agreement should be held illegal or unenforceable by a court having jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and other provisions of this Agreement shall remain in full force and effect. A waiver by either Party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof.
Force Majeure. Neither Party shall be in default or be liable for any delay, failure in performance (excepting the obligation to pay) or interruption of service resulting directly or indirectly from any cause beyond its reasonable control.
Subject Headings. The subject headings of this Agreement are included for purposes of convenience only, and shall not affect the construction or interpretation of any provision of this Agreement.
Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, and both together shall constitute one and the same document and such original signatures may be delivered to the other Party by facsimile transmission or by email.
Public Statements. Neither Party will make any public statements regarding the existence of this Agreement nor the relationship described herein, without the prior written consent of the other Party, except as required by law or as otherwise provided for herein.