eTASK API LICENSE AGREEMENT
This eTASK API License Agreement (“Agreement”) governs the implementation and use of the eTASK APIs and the API specification to enable a software application to interoperate with the eTASK solution for internal development or testing purposes. If you are entering into this Agreement on behalf of an organization, you represent that you have the authority to bind your organization to this Agreement. If you do not have such authority or do not agree to the terms of this Agreement, you may not implement the eTASK APIs or use the API Specification. By clicking a button to accept this Agreement, or by implementing, downloading, or otherwise accessing the eTASK APIs, you agree to be legally bound by the terms of this Agreement. This Agreement becomes effective between you and eTASK Immobilien Software GmbH, Germany (“eTASK”) on the date of your acceptance. You and eTASK are referred to individually in this Agreement as a “Party” and collectively as the “Parties.”
1 Definitions
"API Limits" are restrictions (e.g., rate and concurrency limits) on your API calls, as described in the eTASK Developer Documentation. "Application Programming Interface" or "API" refers to a collection of routines, classes, function parameters, protocols, webhooks,
associated libraries, and other instructions provided in the form of source code or object code."API Specification" refers to a written description or definition of the routines, classes, function parameters, protocols, webhooks, associated libraries, and other instructions that enable a software application to interact with the eTASK solution.
"Feedback" means suggestions or comments that you provide to eTASK and that relate to eTASK products (e.g., eTASK APIs or the eTASK Solution).
""Forking" means the creation of a proprietary and/or separate set of APIs that are based on, derived from, or constitute a modification of the eTASK APIs.
"eTASK API" refers to a collection of routines, classes, function parameters, protocols, associated libraries, tools, and other instructions provided in the form of source or object code that enable access to or interoperability with the eTASK Solution through a software application.
"eTASK Platform" means one or more services made available to you via the eTASK APIs.
"Object Code" means source code that has been interpreted, compiled, or otherwise translated into a machine-readable form. "Software Application" means software written by you in the form of object code or source code that accesses or otherwise interacts with the eTASK Solution via the eTASK APIs.
"Source Code" means computer code in machine-readable form and, as such, computer code that has not been interpreted or compiled. "Use" means a right of performance or reproduction (as defined in the UrhG) or any
other applicable copyright law, but does not include any right to sublicense or distribute."You" or "Your" means you, the person entering into this Agreement, or, if you are entering into this Agreement on behalf of an organization (or implementing the API Specification and the associated eTASK APIs on behalf of, or in a product owned or licensed by, an organization), that organization.
2 Licenses and Restrictions
A. eTASK API License. Subject to the terms of this Agreement, eTASK grants you a worldwide, revocable, non-exclusive license to use the eTASK APIs to facilitate the interoperability of the eTASK Solution and the Software Application solely for internal development or testing purposes. This license is granted to you on the condition that you comply with the API restrictions as a condition of receiving this license and that you do not attempt to circumvent these API restrictions. You may create a software application, but are not obligated to do so.
B. eTASK API Specification License. eTASK grants you a worldwide, non-exclusive, royalty-free, revocable license under eTASK’s copyrights to use the API specification to enable interoperability between the software application and the eTASK solution.
C. Feedback License to eTASK. If you provide feedback to eTASK, you grant eTASK all legal rights, title, and interest in the feedback. To the extent that eTASK requires the execution of one or more legal documents necessary to complete these rights, you agree to execute all such documents for eTASK.
D. eTASK API License Restrictions. eTASK retains legal ownership of the eTASK APIs under this Agreement, and you agree not to remove or alter any copyright notices (e.g., “© eTASK GmbH”) or other proprietary notices indicating eTASK’s ownership of such title. Furthermore, you agree to and acknowledge the following license restrictions: (i) no right to commercially perform, distribute, or use the eTASK APIs (or to grant sublicenses for any of the foregoing rights) is granted under this Agreement; (ii) under no circumstances will you make the eTASK APIs available in source code form to an end user or any other third party; (iii) none of the following rights are granted with respect to the eTASK APIs: the right to distribute, publicly display, or create derivative works (e.g., a superset or subset of the eTASK APIs); and (iv) the eTASK APIs may not be used to access any service other than the eTASK Solution. eTASK may limit the number and/or frequency of API requests to the eTASK Solution or any use of the APIs that could damage, disable, overload, impair, or otherwise interfere with the eTASK Solution. If you wish to obtain a commercial eTASK API license to sublicense eTASK APIs in combination with your products (including your software application), please visit https://kundencenter.etask.de to learn more about participating in such a program.
E. License Restrictions for API Specifications. eTASK retains legal title to the API Specification under this Agreement, and you agree not to remove or alter any copyright notices (e.g., “© eTASK GmbH.”) or other proprietary notices that identify eTASK’s ownership of such legal title. Furthermore, you agree to the following license restriction: You may not make an unreasonable number of copies of the API Specification. For the avoidance of doubt, you are also not authorized to (i) distribute; (ii) grant sublicenses; (iii) publicly display; or (iv) create derivative works of the API Specification.
3 Warranty, Disclaimer, Indemnification, and Limitation of Liability
A. Forking. You represent and warrant that you will not engage in forking or otherwise attempt to modify or reverse-engineer the eTASK APIs. Furthermore, you represent and warrant that you will not distribute any APIs or development kits that are based on the eTASK APIs or otherwise constitute a modification of the eTASK APIs, including a subset or superset of the eTASK APIs.
B. Branding. You agree to follow or otherwise comply with the trademark guidelines relating to the use of eTASK trademarks (registered or otherwise), logos, or word marks (collectively, “Trademarks”) and the associated goodwill. Furthermore, you acknowledge that no license (implicit or explicit) to use the trademarks and the associated goodwill is contained herein, unless separately negotiated with eTASK.
C. Disclaimer of Warranties. You acknowledge that the eTASK APIs and the API SPECIFICATIONS are provided “as is” and without any warranty and may not be functional on every machine or in every environment. TO THE EXTENT PERMITTED BY APPLICABLE LAW, eTASK DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES WITH RESPECT TO THE eTASK SOLUTIONS, INCLUDING, BUT NOT LIMITED TO, WARRANTIES AGAINST INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. eTASK makes no representations or warranties regarding the suitability of the eTASK APIs OR the API SPECIFICATION for your intended requirements or purposes, including use with your software application. Furthermore, eTASK makes no warranty regarding the integrity of the data you TRANSMIT, transfer, store, or receive through the use of the eTASK APIs. eTASK is under no obligation to maintain or support the eTASK APIs or to provide you with updates, corrections, or services in this regard. You assume all risks arising from the use of the eTASK APIs, including, but not limited to, the risk of damage to your computer system, your software application, data corruption or loss, and compliance with ALL applicable laws and regulations (including laws and regulations regarding privacy and data protection).
D. Indemnification. You shall defend, indemnify, and hold harmless eTASK, its affiliates, and their respective officers, directors, employees, agents, and representatives from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of the Software Application. The parties agree to follow the following procedure if eTASK seeks indemnification under this section, and in particular that eTASK: (i) shall promptly notify you in writing of the claim; (ii) grant you sole control over the defense and settlement of the claim (provided that you may settle a claim only if it unconditionally releases eTASK from any liability); and (iii) provide you with all reasonable assistance at your expense. E. Limitation of Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL eTASK BE RESPONSIBLE OR LIABLE IN CONNECTION WITH THE SUBJECT MATTER OF THIS AGREEMENT, WHETHER BASED ON CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER THEORY FOR: (I) LOSS OR INACCURACY OF DATA OR COSTS INCURRED IN PROCURING SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY; OR (II) ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOSS OF REVENUE OR PROFITS; (III) ANY MATTER BEYOND eTASK’S REASONABLE CONTROL; OR (IV) ANY AMOUNT EXCEEDING €100 IN TOTAL.
4 Confidentiality
The term “Confidential Information” means: (i) any feedback you provide to eTASK pursuant to Section 2.C, and (ii) all business or technical information of eTASK disclosed to you in connection with this Agreement, including, but not limited to, information relating to eTASK’s plans, business opportunities, or research and development. Confidential Information does not include: (a) information that is or becomes generally known to the public, unless it is the result of a breach of this Agreement by you; (b) information that is lawfully known to you at the time of disclosure without any restriction on its use or disclosure; (c) information that you have independently developed without having access to or using any confidential information; or (d) information that you have lawfully received from a third party who has the right to disclose it and who discloses it without restrictions on use or disclosure. You shall treat all confidential information as strictly confidential and shall not disclose any confidential information to third parties, except to contractors who require such information for the purposes of this Agreement and who agree in writing to treat the confidential information under terms no less protective than those of this Agreement. You shall be liable for any failure by such a contractor to treat the confidential information in accordance with this Agreement. You shall not use confidential information unless necessary for the performance of this Agreement.
5 Term and Termination
A. Term. This Agreement begins on the date you implement the eTASK APIs or the API Specification and continues until its termination pursuant to Section 5.B or Section 5.C.
B. Termination for Cause. eTASK may terminate this Agreement for any reason upon thirty (30) days’ prior notice. eTASK may, at its sole discretion, restore your ability to use the APIs or the API Specification. You may terminate this Agreement at any time by ceasing use of the eTASK APIs and the API Specification and disabling your software application’s ability to use the eTASK APIs.
C. Termination for Breach. eTASK may immediately terminate this Agreement in writing if you breach this Agreement. eTASK may, at its sole discretion, restore your ability to use the APIs or the API Specification if you demonstrate that you have remedied such breach.
D. Emergency Suspension. If eTASK becomes aware of a situation in which your use of the eTASK APIs could generally disrupt the provision of the eTASK Solution to third parties (e.g., eTASK customers), or if eTASK detects unauthorized third-party access to the eTASK Solution (collectively referred to herein as an “Emergency”), eTASK may immediately suspend the disputed use (and all rights licensed under this Agreement that enable such use). Such suspension shall be limited to the minimum scope and duration necessary to address the emergency. eTASK may, at its sole discretion, resume the use (and all rights granted under this Agreement that enable such use) once the emergency has been resolved.
E. Survival Upon Termination. Upon termination of this Agreement, your licenses for the eTASK APIs and the API Specification pursuant to Sections 2.A (eTASK API License) and 2.B (eTASK API Specification License) shall terminate immediately. Notwithstanding the foregoing, Sections 2.C (Feedback License to eTASK), 3 (Warranty, Disclaimer, and Limitation of Liability), 4 (Confidentiality), and 6 (Miscellaneous) shall survive the termination of this Agreement.
6 Miscellaneous
A. Injunctive Relief. You acknowledge that a breach of this Agreement may cause eTASK irreparable harm that cannot be adequately compensated by monetary damages. You agree that, in addition to other remedies, a temporary and permanent injunction may be an appropriate remedy to prevent an actual or threatened breach of this Agreement.
B. No Support. Unless otherwise agreed in writing, eTASK is not responsible for providing support, maintenance, or other services (or service levels) to you or any user of the software application for the eTASK APIs.
C. Export Laws. You agree to comply with all U.S. export laws and regulations to ensure that neither the eTASK APIs nor any related technical data, nor any direct product thereof, is exported or re-exported, directly or indirectly, in violation of such laws and regulations, or used for purposes prohibited by such laws and regulations.
D. Integration; Order of Precedence. Unless the parties have agreed otherwise in writing, this Agreement constitutes the entire agreement and supersedes all prior agreements (including any eTASK Application Programming Interface License Agreement) as well as all prior or contemporaneous understandings, representations, and other communications (whether written or oral) between the parties regarding the subject matter of this Agreement. This Agreement may only be supplemented or amended by a written document signed by both parties. The terms of this Agreement shall prevail over any conflicting or additional terms in any order, confirmation, or other document issued by you, unless the parties agree in writing that such terms shall be modified, superseded, and governed in the event of any conflict with this Agreement.
E. Severability. If any provision of this Agreement or its application is held by a court of competent jurisdiction to be unlawful, invalid, or unenforceable, the remainder of this Agreement shall remain in full force and effect, and the application of such provision shall be interpreted to give reasonable effect to the parties’ intent.
F. Force Majeure. If either party is prevented from or unable to perform its obligations under this Agreement due to a cause beyond the reasonable control of the party invoking this provision (including, but not limited to, causes attributable to war, fire, earthquakes, floods, hurricanes, civil unrest, acts of God, outages or delays by internet service providers, denial-of-service attacks, or similar causes), the affected party shall be excused from performing its obligations, and the performance period shall be extended by the period during which the party is in default or unable to perform due to such an event; provided that the affected party: - (i) promptly notifies the other party of the nature and expected duration of the event; (ii) uses commercially reasonable efforts to address and mitigate the cause and effects of such an event; (iii) provides regular updates on relevant developments; and (iv) promptly notifies the other party of the end of such an event.
G. Press Release; References. Unless a written waiver has been agreed upon between the parties, neither party shall issue a public statement or press release regarding this Agreement without the prior consent of the other party. Notwithstanding the foregoing, eTASK is permitted during the term of this Agreement to publicly list you as a customer, and you hereby grant eTASK a license to use your standard logo for eTASK’s advertising and marketing purposes in connection with this Agreement and the interoperability of your software application with the eTASK solution. Upon prior written request from eTASK, you will cooperate with eTASK to prepare a written description of your use of the eTASK solutions or eTASK APIs, and eTASK may make this description available to other potential customers. eTASK will comply with brand usage requirements regarding the use of your logo, provided that you make such a logo available to eTASK.
H. eTASK’s Right to Modify. eTASK is entitled to modify the terms of this Agreement at its sole discretion with thirty (30) days’ notice. If you continue to use eTASK’s APIs after the effective date of such modifications, you will be deemed to have accepted the modifications. If you do not wish to accept such changes, you may terminate this Agreement in accordance with Section 5.B.
I. Assignment. You may assign this Agreement in its entirety, whether by operation of law or otherwise, with the prior written consent of eTASK (which shall not be unreasonably withheld). Any attempt to assign your rights or obligations under this Agreement in violation of this Section is void and of no effect. eTASK may assign this Agreement in its entirety, whether by operation of law or otherwise, without your prior written consent.
J. Implied License and Estoppel. Nothing in this Agreement shall be construed as granting a license under the doctrine of implied license or legal estoppel for rights that go beyond what is expressly granted in this Agreement. Furthermore, nothing in this Agreement shall be deemed a waiver of eTASK’s intellectual property rights in the eTASK Solution or other eTASK technologies. These intellectual property rights are reserved by eTASK. By agreeing to the terms of this Agreement, you acknowledge that you are licensed only for the rights expressly set forth in this Agreement and that the actions of the parties and/or the consideration granted under this Agreement apply exclusively to these rights and to no others.
K. Governing Law; Notices. This Agreement is governed by the laws of Germany, without regard to choice of law or conflict of laws principles. The exclusive venue for all legal matters relating to this Agreement is Cologne. Notices under this Agreement must be in writing and shall be deemed received (i) upon personal delivery, (ii) on the third business day after mailing, (iii) on the first business day after sending by email. Notices to eTASK must be addressed to: "eTASK Immobilien Software GmbH, API LICENSE AGREEMENT, Am Bahnhof 132, D-51147 Cologne."