Sikka Developer Terms and API License Agreement

SIKKA SOFTWARE CORPORATION
API LICENSE AGREEMENT
TERMS AND CONDITIONS

These terms and conditions apply to any document or agreement (“Agreement”) made by and between Sikka Software Corporation (“Sikka”), a Delaware corporation, and its licensee (“Licensee”) that incorporates these terms and conditions by reference. References to the “Agreement” include these terms and conditions. The effective date of the Agreement is referred to herein as the “Effective Date.” The order form, cover page or other document or agreement that incorporates these terms and conditions by reference is referred to as the “Order Form.”

Definitions
1. “API Data” means the Sikka Platform Software data and information more fully identified or described on the Order Form.
2. “API Documentation” means the documentation and information that Sikka provides under this Agreement regarding the use of the Licensed API.
3. “App” means a Licensee-branded software application, website or product that uses the Licensed API to obtain and use the API Data, more fully identified or described on the Order Form.
4. “Confidential Information” means any non-public information of either of the parties disclosed under this Agreement that the recipient knows or reasonably should know is confidential to the discloser.
5. "Customer" collectively means a Practice Location and all Providers associated with that location. Upon installation, customers become joint Sikka and Licensee customers for Business Associate Agreement, HIPAA compliance and marketing/co-marketing purposes.
6. “Licensed API” means Sikka’s proprietary application programming interface that enables a software application to access and display the API Data.
7. “Licensed Materials” means the Licensed API and API Data.
8. “Near Real Time Refresh” is as little as 15 minutes from posted activity.
9. “Practice Location” means each physical or administrative, as determined by practice management system records, office or location in which either the Licensee installs the Sikka SPU or Sikka installs the Sikka SPU on behalf of the Licensee. Sikka’s support fees under this Agreement are determined by multiplying the number of Practice Locations by the number of Apps.
10. “Sikka Platform Software” means the Sikka “SPU” software.
11. “Sikka Support Portal” means Sikka’s software online administrator.
Access to Sikka API
1. Your Applications Subject to the restrictions below, limited license to access our APIs and documentation only as necessary to develop, test and support an integration of your application (an "Application" or "App") with the Services. You may charge for your Application; however, you may not sell, rent, lease, sublicense, redistribute, or syndicate access to any of our APIs.Here Are the Rules :
  Your license to access our APIs and documentation is limited and subject to compliance with the Sikka API Developer Policy and Guidelines. Further, you will not:
  1. access our APIs or documentation in violation of any law or regulation;
  2. access our APIs in any manner that
    1. compromises, breaks or circumvents any of our technical processes or security measures associated with the Services,
    2. poses a security vulnerability to customers or users of the Services, or
    3. tests the vulnerability of our systems or networks;
  3. access our APIs or documentation in order to replicate or compete with the Services;
  4. attempt to reverse engineer or otherwise derive source code, trade secrets, or know-how of our APIs or Services;
  5. attempt to use our APIs in a manner that exceeds rate limits, or constitutes excessive or abusive usage.
License Grants
1. License. Subject to the terms and conditions of this Agreement, Sikka hereby grants to Licensee a limited, non-exclusive, non-transferable license to
  1. use internally the API Documentation and Licensed API for the sole purpose of developing the App,
  2. incorporate the Licensed API with an App, and
  3. use the Licensed API, as incorporated within an App, for the purpose of accessing, analyzing and receiving the API Data and otherwise accessing, receiving and utilizing information available from the Sikka Platform Software.
2. Authorized Users. Licensee shall identify to Sikka the Licensee employees that will be provided password protected access to the Sikka Support Portal (the “Authorized Users”). For any prospective Authorized User that is not a Licensee employee, Licensee shall, prior to allowing the prospective Authorized User access to the Sikka Support Portal, have the person or entity sign an agreement with Licensee containing an equivalent level of protection for Sikka and its intellectual property as this Agreement (the “Access Terms”). Without limitation, the Access Terms must contain provisions that:
  1. provide the employee may only use the Sikka Support Portal solely for the Licensee’s internal business purposes and only for the benefit of the Licensee,
  2. disclaim all express and implied warranties on behalf of Sikka,
  3. disclaim and exclude all liability on the part of Sikka for direct, indirect, consequential, incidental and special damages,
  4. prohibit the copying, modification, reverse engineering, decompiling and disassembly of Sikka’s software, and
  5. the prospective Authorized User’s access to the Sikka Support Portal will terminate upon any termination, expiration or cancellation of this Agreement. Licensee is responsible for compliance by each Authorized User with the terms of this Agreement and the Access Terms.
3. Restrictions. Use of the Licensed Materials is subject to any restrictions indicated in the Order Form, which may include, without limitation, restrictions on the number of APIs that may be utilized, the number of Applications, the number of Practice Locations, and the amount of data that may be accessed per day through the Licensed API and the refresh frequency of the Licensed Data, and restrictions on the number of Authorized Users and number of practices included in the base fee for the Licensed Materials.
4. Prohibitions. Licensee shall not, directly or indirectly, do, nor permit anyone to do, any of the following:
  1. reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of any of the Licensed API or any other Sikka software;
  2. transfer, sublicense, distribute, re-transmit, disseminate, re-sell, loan, lease, share, give, or otherwise make available in any format the Licensed API on a stand-alone basis or as part of any software application other than an App,
  3. make available or provide the API Data to any third party as a reseller, service bureau, service provider or similar basis,
  4. modify or create derivative works (as defined under U.S. Copyright laws) based on any of the Licensed API or any related documentation;
  5. rent, lease, distribute, sell, resell, assign, or otherwise transfer its rights to use the Licensed API;
  6. use the Licensed Materials for timesharing or service bureau purposes or otherwise for the benefit of any third party;
  7. remove any proprietary notices from any of the Licensed API or any other Sikka materials furnished or made available hereunder;
  8. publish or disclose to third parties any negative evaluation of the Licensed API or related services without Sikka's prior written consent; or
  9. use any of the Licensed API to develop a similar product or service, or other information resource of any kind (print, electronic or otherwise) or otherwise create or attempt to create a substitute or similar service or product. In addition, Licensee shall not, nor shall Licensee permit any third party to, in any non-transitory manner store or cache the API Data or any other information or proprietary content obtained from or through the Licensed API.
5. Registration and API Key. In order to access the Licensed API, Licensee is required to register and provide accurate user identification with a password (“Registration Information”) and to inform Sikka immediately of any updates or other changes to such information. The Licensee is responsible for ensuring the number of practices/locations under their respective practices are accurate at all times and Sikka is informed of any changes before next billing. Retrospective billing changes will not be acceptable. In addition, Licensee must obtain a security key or identifier to use the Licensed Materials and Sikka Support Portal (“API Key”). The API Key is Sikka’s Confidential Information. Licensee agrees to neither share Licensee API Key with any third party nor use an API Key issued to a third party by Sikka. Licensee is responsible for any acts or omissions of any third party that uses the API Key issued to Licensee.
Delivery
1. Sikka will deliver the API Data to Licensee electronically. A party will promptly notify the other if it becomes aware of any unavailability or other problems associated with the Licensed Materials or the Sikka Platform Software.
Consideration/Fees
1. Fees and Charges. Licensee shall immediately upon signing, pay Sikka the amounts specified on the Order Form. All subsequent payments are due and payable within 30 days of the invoice date. Payment shall be made by check or ACH withdrawal, as instructed by Sikka. All amounts paid are non-refundable. Invoices not paid when due will bear interest at rate of 1.5% per month (18% per annum) or the maximum rate permitted by law, whichever is less, from the due date until paid. Licensee shall also pay all sums expended (including reasonable legal fees) in collecting overdue payments.
2. Taxes. Licensee will pay sales, use or similar state or local taxes with respect to the Licensed Materials, Sikka Support Portal or otherwise arising out of or in connection with this Agreement or payments to be made under this Agreement, excluding taxes based on Sikka’s net income.
Mutual Warranty and Indemnity
1. Mutual Warranties. Each party represents and warrants to the other that:
  1. it is organized and validly existing under the laws of the state of its formation and has full corporate power and authority to enter into this Agreement and to carry out its obligations hereunder;
  2. this Agreement is a legal and valid obligation binding upon it and enforceable according to its terms, except to the extent such enforceability may be limited by bankruptcy, reorganization, insolvency or similar laws of general applicability governing the enforcement of the rights of creditors or by the general principles of equity (regardless of whether considered in a proceeding at law or in equity); and
  3. its execution, delivery and performance of this Agreement does not conflict with any agreement, instrument or contract, oral or written, to which it is bound.
2. Indemnification
  1. By Sikka. Subject to the limitations herein, Sikka shall defend Licensee from any third party claim, suit or proceeding (“Claim”) alleging that the Licensed API provided to Licensee by Sikka under this Agreement infringes or violates any valid U.S. copyright other U.S. intellectual property right of that third party, and shall indemnify and hold harmless Licensee from all resulting damages, losses, liabilities, settlements, judgments, costs and expenses (including attorneys’ fees, filing fees and expert witness fees). If use of the Licensed API is enjoined, Sikka may, at its option, do one or more of the following:
    1. procure for Licensee the right to use the Licensed API,
    2. replace the Licensed API with other suitable services, software or products, or
    3. refund the unearned prepaid portion of the fees paid by Licensee for the affected part thereof and terminate this Agreement.
  2. Sikka will have no liability under this Section if the Claim is based upon
    1. use of the Licensed API in combination with data, software, hardware, equipment or technology not provided by Sikka, if infringement would have been avoided in the absence of the combination,
    2. modifications to any of the Licensed Materials not made by Sikka, if infringement would have been avoided by the absence of the modifications,
    3. use of any version other than a current release of the Licensed API, as applicable, if infringement would have been avoided by use of a current release, or
    4. any action or omission of Licensee for which Licensee is obligated to indemnify Sikka herein.
  3. By Licensee. Licensee shall defend Sikka from any
    1. breach of this Agreement by Licensee, its affiliates, employees, agents, successors and assigns; or
    2. Claim arising out of, relating to or based on the provision, processing, access or use of the API Data or Licensed API as contemplated by this Agreement (including, without limitation, any Claim that doing so violates any law or obligation applicable to Licensee), and shall indemnify and hold harmless Sikka from all resulting damages, losses, liabilities, settlements, judgments, costs and expenses (including attorneys’ fees, filing fees and expert witness fees).
  4. Conditions to Indemnity. As a condition to indemnification under this Section, the indemnified party shall
    1. promptly notify the indemnifying party in writing of the Claim,
    2. provide the indemnifying party with sole control of the defense and all related settlement negotiations, and
    3. give information and assistance as reasonably requested by the indemnifying party.
Term
1. This Agreement is effective on the date set forth on the Order Form (the “Effective Date”) for the term specified in the Order Form (the “Term”).

Sikka API License Agreement Terms and Conditions