ALOI INC PLATFORM AGREEMENT
Thank you for your interest in Aloi, Inc. ("Aloi") and the Aloi platform, which allows you to build integrations and data links (“Your Connectors”) with and between your own branded applications and APIs (“Your Apps”) to facilitate the Aloi services (the “Services”). The Aloi platform includes Aloi’s documentation and templates ("Documentation"), script libraries ("Libraries"), sample code available at github.com/aloi-io to the extent not separately licensed under an open source license ("Sample Code"), and other materials provided to you via the Aloi platform website at aloi.io, and all content, services, and products provided by Aloi at or through the Website. It also refers to Aloi-owned subdomains of aloi.io, such as api.aloi.io, auth.aloi.io, gateway.aloi.io, graph.aloi.io, and docs.aloi.io and any upgrades, modified versions, additions and improvements thereto, if any (collectively, the "Aloi Platform").
This Aloi Platform Agreement (this "Agreement") governs the use of the Aloi Platform by you. If you are entering into this Agreement on behalf of a company, organization or another legal entity (an “Entity”), you are agreeing to this Agreement for that Entity and representing to Aloi that you have the authority to bind such Entity to this Agreement, in which case the term “you” shall refer to such Entity. By downloading, installing, or otherwise accessing or using the Aloi Platform, you agree that you have read, understood, and agree to be bound by this Agreement. If you do not agree, you may not use the Aloi Platform. In the event of any conflict between this Agreement and the Aloi Terms of Service at https://www.aloi.io/terms-of-service, this Agreement will govern.
By using or accessing any portion of the Aloi Platform, You and Aloi acknowledge and agree as follows:
- 1Limited License. Subject to your complete and ongoing compliance with all the terms and conditions set forth in this Agreement, including without limitation all license limitations, restrictions and permissions set forth herein, Aloi grants you the following limited, non-exclusive, non-transferable, non-sublicensable, revocable licenses to:
copy, use, and (where applicable) authorize your employees to use, the Documentation internally solely in connection with developing Your Connectors;
copy and modify Sample Code strictly for the purpose of developing Your Connectors; and
incorporate unmodified Libraries and modified or unmodified Sample Code into Your Connectors and redistribute such Libraries and Sample Code as part of Your Connectors solely through the Services
Notwithstanding anything herein, the foregoing license rights are limited to the development and distribution of Your Connectors solely for the purpose of accessing or interfacing with the Services, as permitted in the Documentation.
- 2Restrictions. By accessing or using the Aloi Platform, you represent, warrant and covenant that you are a person or Entity engaged in the development of software applications (i.e., Your Apps) that desires to integrate Your Apps with the Services. You will not (and will not authorize any third party to), directly or indirectly: (i) redistribute, sell, lease, license, copy, publicly perform or display, transmit, publish, edit, adapt, create derivative works of, modify or otherwise use or exploit in any manner any portion of the Aloi Platform or any related non-public information, except as expressly provided herein, (ii) distribute, deploy, or otherwise utilize Your Connectors for any purpose other than to facilitate the integration of Your Apps with the Services, (iii) use or implement any undocumented feature or API, or use any documented feature or API other than in accordance with applicable Documentation, (iv) fail to maintain the confidentiality of the non-public aspects of the Aloi Platform or fail to use at least the same measures to protect the non-public aspects of the Aloi Platform as you use for your own confidential information (and in any case no less than reasonable care), (v) decompile, reverse engineer, or otherwise access or attempt to access the source code for the Aloi Platform not made available to you in source code form, (vi) remove, obscure, interfere with or circumvent any feature of the Aloi Platform, including without limitation any copyright or other intellectual property notices, security, or access control mechanism, (vii) take any action that would subject any portion of the Aloi Platform to any third party terms, including without limitation any “open source” software license terms, (viii) copy, frame or display any elements of the Services through Your Apps or Your Connectors, except as expressly authorized by Aloi in writing, (ix) access the Aloi Platform for competitive analysis or disseminate performance information (including uptime, response time and/or benchmarks) relating to the Aloi Platform or Services; (x) suggest any affiliation with Aloi, including any suggestion that Aloi sponsors, endorses or guarantees Your Connectors or Your Apps, except for the Aloi Platform integration relationship expressly contemplated in this Agreement, or make any representations, warranties or commitments regarding Aloi or on behalf of Aloi (including in relation to the Services or Aloi Platform) or (xi) use the Aloi Platform for any purpose other than in a manner for which the Aloi Platform is expressly designed. If you are prohibited under applicable law from using the Aloi Platform, you may not use it, and you will comply with all applicable laws and regulations (including without limitation laws and regulations related to export controls) in connection with your use of the Aloi Platform. ANY USE IN VIOLATION OF THE FOREGOING LIMITATIONS AND RESTRICTIONS IS STRICTLY PROHIBITED, AND UNLICENSED.
- 3Reservation of Rights. The Aloi Platform is owned by Aloi and licensed, not sold, to you. The Aloi Platform, including all documentation, content, visual interfaces, interactive features, information, graphics, design, compilation, computer code, products, services and other elements of the Aloi Platform, are protected by copyright, trade dress, patent, and trademark laws of the United States and other jurisdictions, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. As between you and Aloi, all components of the Aloi Platform, including all intellectual property rights therein and thereto, are the sole and exclusive property of Aloi or its affiliates and/or licensors. Aloi reserves all rights not expressly granted in this Agreement. You do not acquire any right, title or interest to the Aloi Platform, whether by implication, estoppel, or otherwise, except for the limited rights set forth in this Agreement. From time to time, Aloi may place limits on access to the Aloi Platform (e.g., limits on numbers of calls or requests). Further, Aloi may monitor your usage of the Aloi Platform and limit the number of calls or requests you may make if Aloi believes that your usage is in breach of this Agreement or may negatively affect the Aloi Platform (or otherwise impose liability on Aloi).
- 4Trademarks. To the extent Your Connectors and Your Apps are approved by Aloi and thus activated and made publicly available through the Service, each party (the “Grantor”) hereby grants to the other party (the “Grantee”) a non-exclusive, non-transferable (except as set forth in Section 17), non-sublicensable right and license to use Grantor’s trademarks, trade names, service marks, logotypes or brand identifiers, whether registered or unregistered (collectively, “Trademarks”), solely for the purpose of (a) in the case of you as the Grantor, marketing and publicizing the Services and the functionality of Your Connectors and Your Apps that are approved and activated or (b) in the case of Aloi as the Grantor, indicating that Your Connectors and Your Apps that are approved and activated are available and operable on the Services. You also hereby grant to third party Aloi Platform participants with applications or APIs that are approved for the Aloi Platform (“Third Party Participants”, and such applications or APIs, “Third Party Apps”) a non-exclusive, non-transferable (other than to a successor), non-sublicensable right and license to use your Trademarks solely for the purposes of (i) marketing and publicizing the Third Party Apps of such Third Party Participants and (ii) linking or embedding such Third Party Apps with Your Connectors and Your Apps. Each party reserves all rights to its Trademarks not expressly granted under this Section 4. Any rights (including goodwill) that Grantee acquires by use of the Grantor’s Trademarks shall inure solely to the benefit of Grantor. Grantee shall not use any other mark confusingly similar to the Grantor’s Trademarks. Grantee shall use the Trademarks in accordance with Grantor’s guidelines as may be provided by Grantor from time to time and Grantor shall have the right to review Grantee’s use of the Grantor’s Trademarks from time to time. Grantee shall remedy any deficiencies in its use of the Grantor’s Trademarks, as determined by Grantor in its sole discretion, upon notification by Grantor and in the manner requested by Grantor.
- 5Standards for Your Connectors/Apps. As a condition of Your Connectors and Your Apps being activated and made publicly available through the Service, Aloi in its discretion must approve Your Connectors and Your Apps and, without limiting the foregoing, you agree to meet the following standards with respect to Your Connectors and Your Apps:
Adherence to Quality. You will ensure that Your Connectors and Your Apps meet the commercially reasonable quality standards.
Maintenance. You will take reasonable measures to maintain Your Connectors and Your Apps, taking into account feedback from Aloi users and any related changes you make to your APIs.
- 6Your Other Responsibilities.
Your Connectors/Apps and End Users. You are solely responsible, at your own expense, for
Your Connectors and Your Apps and their distribution, operation and support, and
Aloi Terms of Service. You will not facilitate or encourage any end user to violate the Aloi Terms of Service or interfere with any end user’s review or acceptance of the Aloi Terms of Service. For the avoidance of doubt, your use of the Aloi Platform is subject to this Agreement, not the Aloi Terms of Service. If you use the Services as an end user, that use remains subject to the Aloi Terms of Service.
Your Representations and Warranties. You represent and warrant that (a) you have full power and authority to enter into and perform this Agreement and to exploit Your Connectors and Your Apps without violating any other agreement; (b) Your Connectors and Your Apps and their use will not violate any third party rights (including intellectual property rights and rights of privacy or publicity) or any applicable laws or regulations; (c) all information you provide to Aloi is and will be true, accurate, and complete and (d) you will not interfere with Aloi’s business practices, including in relation to the Services or Aloi Platform.
- 7Aloi’s Rights with respect to Your Connectors. You hereby grant to Aloi a non-exclusive, perpetual, irrevocable, non-transferable (except as set forth in Section 17), sublicensable right and license to copy, modify, use and distribute Your Connectors in connection with the Service, provided that Aloi will not intentionally remove any functionality from Your Connectors unless such removal is to bring Your Connectors into compliance with this Agreement (including Sections 5 and 6) or to fix errors, bugs or other similar issues. This license will survive any termination of this Agreement. Aloi may exercise the foregoing rights through contractors providing services to Aloi, solely in their capacities as service providers to Aloi. You agree to provide Aloi with the source code for Your Connectors upon request.
- 8Registration. You agree to follow the registration or credentialing requirements (if any) established by Aloi for access to the Aloi Platform. All Aloi Platform access keys or credentials are Aloi’s Confidential Information and may not be shared with third parties.
- 9Feedback; Independent Development. If you provide Aloi with any comments, bug reports, feedback, enhancements, or modifications proposed or suggested by you regarding the Aloi Platform or the Services ("Feedback"), such Feedback is provided on a non-confidential basis (notwithstanding any notice to the contrary you may include in any accompanying communication), and Aloi shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the Aloi Platform or Services. You hereby grant Aloi a perpetual, irrevocable, transferable, sublicensable (through multiple tiers), non-exclusive license to incorporate, use and otherwise exploit your Feedback (including any ideas, concepts, methods, know-how or techniques embodied in such Feedback) for any purpose, including to make and sell products and services, without any restriction or obligation to you. In addition, you agree that nothing restricts Aloi’s ability to independently create software, tools or other technology that are similar to Your Connectors or Your Apps.
- 10Third Party Software and Open Source Software. The Aloi Platform may be provided in conjunction with other components, including certain third party software ("Third Party Software"), that are provided by their authors under separate license terms (the "Third Party Terms") and certain sample code available at github.com/aloi-io that is separately licensed under an open source license (“Open Sourced Sample Code”), as described in more detail in the Documentation. Your use of the Third Party Software and Open Sourced Sample Code in conjunction with the Aloi Platform is subject to the Third-Party Terms or terms of the open source license governing such Open Sourced Sample Code, as applicable, and not this Agreement.
- 11Term and Termination. This Agreement will remain in effect until terminated. This Agreement, and your rights and licenses hereunder, will terminate immediately upon your breach of this Agreement. You may terminate the Agreement by written notice to Aloi and ceasing all use of the Aloi Platform. Aloi may terminate this Agreement at any time for any reason, including without limitation any actual or suspected misuse or abuse by you of the Aloi Platform or any violation of this Agreement. Following any termination of this Agreement, you must immediately cease use of the Aloi Platform, and destroy all copies of any components of the Aloi Platform in your possession. Sections 7 through 17, and Aloi’s rights to use your Trademarks under Section 4, shall survive termination of this Agreement. In addition, following termination, you acknowledge that you may no longer have access to any content, data or information submitted to Aloi relating to the Aloi Platform. Aloi will have no obligation or liability resulting from termination of this Agreement as permitted above.
- 12Disclaimers. THE ALOI PLATFORM (INCLUDING ALL ASSOCIATED DOCUMENTATION, LIBRARIES AND SAMPLE CODE) ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALOI DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OR CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, QUALITY, RESULTS, AND NON-INFRINGEMENT. ALOI EXPRESSLY DISCLAIMS ANY WARRANTIES OF ANY KIND WITH RESPECT TO THE ACCURACY OR FUNCTIONALITY OF THE ALOI PLATFORM, AND WITH RESPECT TO THE ACCURACY, VALIDITY, OR COMPLETENESS OF ANY INFORMATION OR FEATURES AVAILABLE THROUGH THE ALOI PLATFORM, OR THE QUALITY OR CONSISTENCY OF THE ALOI PLATFORM OR RESULTS OBTAINED THROUGH ITS USE. ALOI HAS NO OBLIGATION TO PROVIDE ANY MAINTENANCE OR SUPPORT FOR THE ALOI PLATFORM (OR TO END USERS OF YOUR CONNECTORS OR YOUR APPS) OR TO FIX ANY ERRORS OR DEFECTS. ALOI MAY CHANGE THE ALOI PLATFORM OR SERVICES (AND FUTURE VERSIONS MAY NOT BE COMPATIBLE WITH YOUR CONNECTORS OR YOUR APPS DEVELOPED USING PREVIOUS VERSIONS); ALOI WILL HAVE NO LIABILITY RESULTING THEREFROM. NOTWITHSTANDING ANYTHING TO THE CONTRARY, ALOI MAKES AND ASSUMES NO REPRESENTATIONS, WARRANTIES OR INDEMNIFICATION OR OTHER OBLIGATIONS OR LIABILITIES WITH RESPECT TO YOUR CONNECTORS OR YOUR APPS OR THEIR COMBINATION, INTERACTION OR USE WITH ANY THIRD PARTY APPS, THE SERVICES OR THE ALOI PLATFORM. WITHOUT LIMITING THE FOREGOING OR ANYTHING ELSE HEREIN, YOU AGREE THAT ALOI IS NOT RESPONSIBLE OR LIABLE FOR ANY THIRD PARTY APPS OR ANY ACTS OR OMISSIONS OF PROVIDERS OF THIRD PARTY APPS, DOES NOT GUARANTEE THE CONTINUED AVAILABILITY THEREOF OR ANY CONNECTOR THEREWITH, AND MAY CEASE MAKING ANY SUCH CONNECTOR AVAILABLE IN ITS DISCRETION.
- 13Limitation of Liability. UNDER NO CIRCUMSTANCES WILL ALOI BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING LOST PROFITS) ARISING OUT OF THE USE OR INABILITY TO USE THE ALOI PLATFORM, EVEN IF ALOI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT WILL ALOI'S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT OR THE TERMS HEREOF EXCEED THE GREATER OF AMOUNTS PAID BY YOU FOR THE ALOI PLATFORM, IF ANY, OR FIFTY DOLLARS (US$50). SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH AN EVENT THE ABOVE LIMITATIONS AND EXCLUSIONS WILL BE ENFORCED TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
- 14Indemnity. You agree to indemnify, defend (at Aloi’s request) and hold Aloi and its affiliates, officers, directors, suppliers, licensors, and other customers harmless from and against any and all liability and costs, including reasonable attorneys' fees incurred by such parties, in connection with or arising out of Your Connectors or Your Apps (except to the extent arising solely out of modifications to Your Connectors made by Aloi), your relationships or interactions with any end users or other third parties with respect to Your Connectors or Your Apps, your use or misuse of the Aloi Platform, or your violation of this Agreement, or any applicable law or regulation. Aloi may at its own expense participate in the defense and settlement of any claim with its own counsel, and you may not settle a claim without Aloi’s prior written consent (not to be unreasonably withheld).
- 15Governing Law. Any claim relating to the Aloi Platform or Services shall be governed by the laws of Illinois, without regard to conflict of laws provisions. Disputes arising under this Agreement shall be resolved in, and subject to the sole and exclusive jurisdiction of the state and federal courts located in Chicago, IL.
- 16Changes to this Agreement. Aloi may modify this Agreement at any time for any reason, including any referenced standards, guidelines or other documents. Aloi will use reasonable efforts to notify you of modifications at least fifteen (15) days before they go into effect (which notice may be by email to the email address associated with your Aloi Platform account). You may be required to click through the modified Agreement to show your acceptance and in any event your continued use of any portion of the Aloi Platform (including any related code, documentation or other materials) after the modification constitutes your acceptance to the modifications. If you do not agree to the modified Agreement, your sole remedy is to terminate your use of the Aloi Platform.
- 17Miscellaneous. This Agreement is the entire agreement between you and Aloi, and supersedes any and all prior agreements, negotiations, or other communications between you and Aloi, whether oral or written, with respect to the subject matter hereof, and, except as expressly provided herein, cannot be modified except in writing signed by both parties. In the event that any provision of this Agreement is held to be invalid or unenforceable, then: (i) such provision shall be deemed reformed to the extent strictly necessary to render such provision valid and enforceable, or if not capable of such reformation shall be deemed severed from this Agreement; and (ii) the validity and enforceability of all of the other provisions hereof shall in no way be affected or impaired thereby. You may not assign this Agreement without the prior written consent of Aloi, whether expressly or by operation of law, including in connection with a merger or change of control, and any such attempted assignment shall be void and of no effect. Aloi may assign this Agreement without restriction and without any notice to you. Subject to the foregoing, this Agreement shall be binding on the parties and their respective successors and permitted assigns. Without limiting the other disclaimers set forth herein, you acknowledge and understand that if Aloi is unable to provide the Aloi Platform as a result of a force majeure event, Aloi will not be in breach of this Agreement. A force majeure event means any event beyond the control of Aloi. The failure to exercise, or delay in exercising, a right, power or remedy provided in this Agreement or by law shall not constitute a waiver of that right, power or remedy. Aloi's waiver of any obligation or breach of this Agreement shall not operate as a waiver of any other obligation or subsequent breach of the Agreement. Notices must be in writing and will be deemed given when delivered. Aloi may provide notice to the email or physical address associated with your Aloi Platform account. Your notices to Aloi must be sent by first class mail or pre-paid post to Aloi, Inc., 1S443 Summit Ave., Ste 304b, Oakbrook Terrace, IL 60181; Attn: Legal. The parties are independent contractors and this Agreement does not create any agency, partnership, or joint venture. The Aloi Platform is a "Commercial Item" as that term is defined at 48 C.F.R. 2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation." If and to the extent the Aloi Platform is supplied to or purchased by or on behalf of a United States government entity or an entity licensing the Aloi Platform for or on behalf of a United States government entity, the Aloi Platform is licensed (i) only as a Commercial Item and (ii) with only those rights as are granted to all other end users pursuant to the terms and conditions of this Agreement.