Thank you for your interest in Zengine and our API! We invite you to use the API, including the associated documentation which is also provided (collectively, the "API"), but please note that our invitation is subject to your review and agreement with this License Agreement and certain other terms and conditions. You need not agree to enter into this License Agreement, but if you reject this Agreement you do not have any right to use the API. If you do use our API, you will be deemed to have accepted the terms of this License Agreement at that time and be a party to a legally binding contract with WizeHive, Inc. ("WizeHive," "Zengine", "we" and sometimes "us").
If you are accessing or using the API on behalf of an employer, principal or other entity, you represent and warrant that you have authority to bind that entity under this Agreement and by accepting this Agreement, you are doing so on behalf of that entity (and all references to "you" in this Agreement include that entity).
You may wish to save a copy of this License Agreement for your records. In any event, be sure to regularly check this License Agreement for any updates or other changes, which shall be legally binding upon you when we post them to the fullest extent permitted by law (superseding any prior rights and obligations that may apply with respect to the API), whether or not we provide you any other notice of such changes. The currently applicable License Agreement will be posted at http://www.wizehive.com/api-license, and we will indicate the date of each update at the end of the License Agreement. Your continued use of the API after any update will be deemed to confirm your consent to be bound by, and agreement with, the terms of the new License Agreement. If you disagree with the terms of any new License Agreement, you will need to cease use of the API; in such event we would welcome your comments on the terms you found unacceptable.
1.1 Zengine API. The Zengine API consists of programmatic web APIs, interface definitions, generated code libraries and associated tools and documentation that allow you to create software application(s) or website(s) (your "Application"), which will create, read, update or delete certain content from Zengine user accounts (the "Content").
1.2 API Credentials. You may access the Zengine API via a registered Platform Plugin. Alternatively, you may create an integration that lives outside of the Platform. In both cases, a combination of client profiles, tokens, passwords and/or other credentials (collectively, "Keys") may be used for accessing the API. You may only access the API with the Keys issued to you by Zengine. Access may not always be available. You may not sell, transfer, sublicense or otherwise disclose your Keys to any other party or use them with any other Application other than that for which you initially applied for it. You are responsible for maintaining the secrecy and security of your Keys. You are fully responsible for all activities that occur using your Keys, regardless of whether such activities are undertaken by you or a third party. You are responsible for maintaining up-to-date and accurate information (including a current email address and other required contact information) for your account. Zengine may discontinue your access to the API if such contact information is not up-to-date and/or you do not respond to communications directed to such coordinates.
1.3 API Modifications. Zengine reserves the right to modify the Platform and the API, and to release subsequent versions of the API. You may be required to obtain and use the most recent version of the API in order to maintain functionality of your Application with the Platform. The API is currently provided for free, but Zengine reserves the right to charge for the API (or additional features or functionality therefor) in the future.
1.4 Prohibited Uses. The Zengine API is made available without charge to developers in order to permit developers to create Applications that enhance the web experience of consumers in general, and Zengine users in particular. Without limiting other restrictions in this Agreement, you agree that: (i) the API may not be used to create Applications that offer or promote services that may be damaging to, disparaging of or otherwise detrimental to Zengine or its licensors, licensees, affiliates and partners; and (ii) the API may not be used for or to create Applications that transfer, display or use Content from Zengine without the Application creating an additional or distinct benefit for Zengine's end users' use of the Platform.
1.5 Monitoring Use of the Zengine API. You agree to provide us with access to your Application and/or other materials related to your use of the API as reasonably requested by us to verify your compliance with this Agreement. You agree that we may crawl or otherwise monitor online Applications and you agree not to block or interfere with such efforts by Zengine.
1.6 Usage Limitations. Zengine may limit the number of network calls that your Application may make via the API, and/or the maximum file size, and/or the maximum Content that may be accessed, or anything else about the API and the Content it accesses as Zengine deems appropriate, in its sole discretion; these limitations may on occasion be without notice. In addition, Zengine may post usage limitations at the Developers area of its web site, and change such usage limits at any time. In addition to its other rights under this Agreement, Zengine may utilize technical measures to prevent over-usage and/or stop usage of the API by an Application after any usage limitations are exceeded.
1.7 Your Display of Content; Attribution and Goodwill You must clearly and conspicuously attribute the source of all Content as received from the Zengine Platform. Without limiting the foregoing, if your Application or the use of the Platform requests a user to input a Zengine username and password, your Application must clearly identify the Platform. You may not modify, obscure, delete or otherwise disable the functioning of links to the Platform or Zengine or third-party applications or websites, or change the resource associated with any link provided within any Content. Similarly, you may not modify, obscure or delete the text, images, artwork, logos, copyrights or similar proprietary notices or other aspects of any Content that you receive from the API, except that, with respect to graphic images, you may re-size such images while maintaining the same relative proportions of such image. If you display the Content in a way that Zengine or, where applicable, a third-party provider of such Content to Zengine, finds unacceptable for any reason, including if your display violates this Agreement or it disparages, damages, tarnishes or impairs the value, integrity or goodwill of the Content or its subjects or brands therein, Zengine may require that you immediately change or cease your display of such Content. All Content transmitted by Zengine in connection with your Application remains the property of the proper owners or licensors thereof. You acknowledge and agree that Zengine has no obligation to, and does not, monitor the Content created by users of the Platform.
1.8 Appropriate Conduct and Usage Restrictions. You agree that you are responsible for your own conduct while using the API and for any consequences thereof. You agree to use the API only for purposes that are legal, proper and in accordance with this Agreement, any Separate Agreement and any applicable policies or guidelines provided by Zengine from time to time. In addition to the other restrictions contained in this Agreement, in particular those concerning appropriate use contained in Section 1.4 and the Zengine Brands in Section 3.5, you agree that when using the API you will not, directly or indirectly, take or enable another to take any of the following actions:
1.8.1 interfere with or disrupt services or servers or networks connected to the Platform, or disobey any requirements, procedures, policies or regulations of networks connected to the Platform;
1.8.2 restrict or inhibit any user from using and enjoying the Platform;
1.8.3 use the Platform for any illegal or unauthorized purpose;
1.8.4 circumvent or modify any Keys or other security mechanism employed by Zengine or the API;
1.8.5 request, collect, solicit or otherwise obtain access to sign-in names, passwords or other authentication credentials for Zengine, other than by directing users to Zengine in the mechanism specifically provided by the Zengine API;
1.8.6 imply inaccurate creation, affiliation, sponsorship or endorsement of you or your Application as by Zengine or of the Content as your own;
1.8.7 use any robot, spider, site search/retrieval application or other device to retrieve or index any portion of the Platform or collect information about users for any unauthorized purpose;
1.8.8 create user accounts by automated means or under false or fraudulent pretenses;
1.8.9 transmit any viruses, worms, defects, Trojan horses or any items of a destructive nature
1.9 Support. Zengine has no obligation to provide you or your users with support, software upgrades, enhancements or modifications to the API ("Support"). You understand and agree that you are solely responsible for providing user support and any other technical assistance for your Application. Zengine may redirect users and potential users of your Application to your email address on your account for purposes of answering general Application inquiries and support questions. If Zengine elects at any time to provide Support, it shall be considered part of the Platform for purposes of Section 7, and Zengine may terminate the Support at any time without notice to you for any or no reason.
2.1 Establishment. Zengine may establish a directory of developers using the API and/or the Applications resulting from developer use of the API (a "Directory"). Whether or not you or your Application is included in such a Directory would be within Zengine's sole discretion.
2.2 Submission Requirements. Zengine may establish a submission process with certain requirements in order to be included within such Directory, including additional information about and possibly an evaluation version of your Application (which would be provided to Zengine free of any fees or subscriptions usually associated with the Application).
2.3 Trademark License. You hereby grant Zengine a non-exclusive license to display the trade names, trademarks, service marks, logos, copyright notices, domain names and other distinctive brands associated with you and your Application (the "Licensee Brands") in accordance with this Agreement for the sole purposes of identifying your Application in the Directory and promoting or advertising your use of the API. Zengine shall not intentionally modify or distort any Licensee Brands.
3.1 Zengine Property. As between you and Zengine, Zengine retains all right, title and interest, including without limitation all intellectual property rights, in and to, (i) the API and any and all elements and components thereof, including content, technology, software, code, user interfaces and any derivative works and/or compilations thereof; (ii) the Zengine Brands, as defined in this Agreement and (iii) any feedback (including suggestions comments, improvements, ideas, etc.), about the Platform, the Content, the API, or any applications Zengine may be developing as discussed in Section 3.7 (collectively, the "Zengine Property").
3.2 License Grant. Subject to the terms and conditions in, and only during the term of, this Agreement, Zengine grants you the limited, nonexclusive, revocable, non-sublicensable and non-transferable (except as provided in Section 11(g)) license to access and use the API solely to develop, test, display, distribute and execute your Application; to access and display in your Application the Content obtained through the Platform; and to allow others to access your Application. You will not, and will not permit any person, directly or indirectly, to (i) reverse engineer, disassemble, reconstruct, decompile, translate, modify, copy or, other than as explicitly permitted hereunder (except to the extent the foregoing restriction is expressly prohibited by applicable law notwithstanding this limitation), or (ii) create derivative works of the API or the Platform, or any aspect or portion thereof, including without limitation, source code and algorithms. You shall not distribute or otherwise disseminate the API by any means or in any form, except as an integral part of your Application.
3.3 Government Restrictions. The API is "commercial computer software" and any associated documentation is "commercial computer software documentation," pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicable. Any use, modification, reproduction, release, performance, display or disclosure of the API or such documentation by the United States Government shall be governed solely by the terms of this Agreement, except to the extent expressly permitted by the terms of this Agreement.
3.4 Export Controls. You shall comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations and country-specific economic sanctions programs implemented by the Office of Foreign Assets Control in connection with your use of the API.
3.5 Brand License. Subject to the terms and conditions in, and during the term of, this Agreement, Zengine grants you a limited, nonexclusive, revocable, non-sublicensable and non-transferable license to display the “Zengine” trade names, trademarks, service marks, logos, and other distinctive “Zengine” marks and Zengine domain names associated with use of the API (cumulatively, the "Zengine Brands") in accordance with this Agreement and solely for attributing the source of the API and the Zengine Platform, and for the purpose of promoting or advertising that you use the API and in your resulting Application. All use by you of the Zengine Brands (including any goodwill associated therewith) shall inure to the benefit of Zengine.
3.6 Brand Protection. At no time during or after the term of this Agreement shall you challenge or assist others to challenge the Zengine Brands or other trademarks, trade names or brands of Zengine (except to the extent such restriction is prohibited by law) or the registration thereof by Zengine, nor shall you attempt to register any Zengine Brands or brand identifiers (including domain names) that are confusingly similar in any way (including but not limited to, sound, appearance and spelling) to any of the Zengine Brands or such other trademarks, trade name or brands of Zengine.
3.7 Prohibitions. In using the Zengine Brands pursuant to Section 3.5, you may not do the following (and for purposes of this Section "use" shall include any use or display of an Zengine Brand):
3.7.1 use a Zengine Brand in any manner that implies a relationship or affiliation with, sponsorship or endorsement by Zengine, other than your licensed right to use the API;
3.7.2 use a Zengine Brand in any manner that can be reasonably interpreted to suggest Content has been authored by or represents the views or opinions of Zengine or Zengine personnel;
3.7.3 use a Zengine Brand to disparage Zengine, its products or services;
3.7.4 use a Zengine Brand in a way that tarnishes, dilutes or otherwise impairs the Zengine Brands;
3.7.5 use a Zengine Brand on your site if it contains or promotes illegal actions or activities;
3.7.6 use a Zengine Brand as the largest or most prominent brand in your Application;
3.7.7 use a Zengine Brand in a manner that is misleading, defamatory, infringing, libelous, disparaging, obscene or otherwise objectionable to Zengine; or
3.7.8 remove, obscure, distort or alter any element of a Zengine Brand.
3.8 Your Warranty, Ownership and License Grants. You represent and warrant that: (i) your Application and the Licensee Brands is your original work or was legally obtained; and (ii) our and our sublicensees' and affiliates' use of your Application and the Licensee Brands as permitted by the licenses granted herein will not violate any third party's rights. Except to the extent your Application and its content contains Zengine Property, Zengine claims no ownership or control over your Application or the content sent, posted or displayed through your Application, or any of the Licensee Brands. During the term of this Agreement you hereby grant to us a paid-up, royalty-free, nonexclusive, worldwide, irrevocable right and license, under all of your intellectual property rights, to: (i) use, perform and display your Application (to the extent you have provided us the means to do so) and Licensee Brands; (ii) link to and direct users to your Application and (iii) sublicense the foregoing rights to our affiliates or any third parties that are working with us as development partners, hosting facilities and in similar capacities in order to enable them to perform their services for us. Following the termination of this Agreement and upon written request from you, Zengine shall make commercially reasonable efforts, as determined in its sole discretion, to remove all references and links to your Application and any Licensee Brands from the Zengine website and service. Zengine shall have no other obligation to delete copies of, or references or links to, your Application.
3.9 Zengine Application Development. You acknowledge and agree that Zengine may be independently creating applications, content and other products or services that may be similar to or competitive with your Application and its content, and nothing in this Agreement will be construed as restricting or preventing Zengine from creating and fully exploiting such applications, content and other items, without any obligation to you. If you elect to provide us with any Feedback you assign all right, title and interest in and to such Feedback to us, and acknowledge that we will be entitled to use, implement and exploit any such feedback in any manner without restriction, and without any obligation of confidentiality, attribution, accounting or compensation or other duty to account.
4.3 User Passwords. If your Application runs as a "client" on a computer or mobile device owned by a Zengine user, you: (i) may not store the user's password on that device without consent from the user; (ii) may not transmit or store that password to any system other than the Zengine service; (iii) must protect the password using the standard protection mechanism for the platform (the password MUST NOT be stored in cleartext); and (iv) must provide a mechanism for the user to log out, which must completely remove the username and password from your application and its persistent storage. If your Application runs as an Internet service on a multi-user server, you must not ask for, view, store or cache the sign-in name or password of Zengine user accounts. Authorization to access the user's account is only permitted via the authentication schemes officially documented by Zengine.
You are free to promote your Application, including advertising in traditional and online media and communicating with your users about your Application, so long as you do so truthfully and without implying that your Application is created or endorsed in any manner by Zengine (or otherwise embellishing your relationship with Zengine). For example, you may factually state that your Application is "used with the Platform" (during the term of this Agreement), provided that your use of any Zengine Brands is in compliance with the trademark guidelines. In addition, you must submit to us a copy or image of any media release or advertising you create including any Zengine Brands, and we request that you provide us a copy of any other media release concerning your Application.
You agree to indemnify and hold Zengine, its subsidiaries, affiliates, directors, officers, agents, employees, advertisers and partners harmless from and against any and all claims, liabilities, damages (actual and consequential), losses and expenses (including legal and other professional fees) arising from or in any way related to any third party claims relating to your use of the API, your Application, any violation of this Agreement or any other actions connected with your use of or interaction with, or the Application's use of or interaction with, the Zengine Platform. In the event of such claim, we will provide notice of the claim, suit or action to the contact information we have for you, provided that any failure to deliver such notice to you shall not eliminate or reduce your indemnification obligation hereunder.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
(a) YOUR USE OF THE API AND THE SERVICE IS AT YOUR SOLE RISK. THE API AND THE PLATFORM ARE EACH PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZENGINE EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
(b) ZENGINE DOES NOT WARRANT THAT (i) THE API OR THE PLATFORM WILL MEET ALL OF YOUR REQUIREMENTS; (ii) THE OPERATION OF THE API OR THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE, OR THAT KNOWN OR DISCOVERED ERRORS WILL BE CORRECTED; OR (iii) WILL PROVIDE RESULTS THAT ARE ACCURATE OR RELIABLE OR (iv) WILL MEET YOUR EXPECTATIONS.
(c) ZENGINE IS NOT RESPONSIBLE FOR ANY CONTENT OR OTHER MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE API OR THE SERVICE, ALL OF WHICH IS OBTAINED AT YOUR OWN DISCRETION AND RISK, AND YOU ACKNOWLEDGE AND AGREE THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD AND/OR USE OF ANY SUCH MATERIAL.
(d) NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM ZENGINE'S EMPLOYEES OR AGENTS, OR THROUGH OR FROM THE USE OF THE API OR SERVICE, SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT ZENGINE, ITS SUBSIDIARIES, AFFILIATES AND LICENSORS, AND OUR AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS, SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, COVER OR OTHER INTANGIBLE LOSSES (EVEN IF ZENGINE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) RESULTING FROM: (i) THE USE OF OR THE INABILITY TO USE THE API; (ii) UNAUTHORIZED ACCESS TO, OR THE LOSS, CORRUPTION OR ALTERATION OF, YOUR APPLICATION, TRANSMISSIONS, CONTENT OR DATA; (iii) STATEMENTS OR CONDUCT OF ANY THIRD PARTY USING THE APPLICATION OR THE SERVICE; (iv) ZENGINE'S ACTIONS OR OMISSIONS IN RELIANCE UPON YOUR ACCOUNT INFORMATION AND ANY CHANGES THERETO OR NOTICES RECEIVED THEREFROM; (v) YOUR FAILURE TO PROTECT THE CONFIDENTIALITY OF ANY PASSWORDS OR ACCESS RIGHTS TO YOUR ACCOUNT INFORMATION OR THE ACCOUNT INFORMATION OF ANY USER OF YOUR APPLICATION; (vi) THE ACTS OR OMISSIONS OF ANY THIRD PARTY USING THE APPLICATION OR THE SERVICE; (vii) THE TERMINATION OF AVAILABILITY OF THE API OR THIS AGREEMENT; OR (viii) ANY OTHER MATTER RELATING TO THE API.
The term "Zengine Confidential Information" means any information of or relating to Zengine that becomes known to you through disclosure, observation or otherwise, and that either is designated as confidential by Zengine or that is not generally known or readily ascertainable to the public, including, without limitation, nonpublic information regarding Zengine's API and Zengine's products, services, programs, features, data, techniques, technology, code, ideas, inventions, research, testing, methods, procedures, know-how, trade secrets, business and financial information and other activities. All Zengine Confidential Information remains the property of Zengine, and no license or other right in any Zengine Confidential Information is granted hereby. You will not disclose any Zengine Confidential Information to any third party, and will take all reasonable precautions to prevent its unauthorized dissemination, both during and after the term of this Agreement. If you are an organization, you will limit your internal distribution of Zengine Confidential Information to your personnel and agents who have a need to know, and will take steps to ensure that dissemination is so limited. You will not use any Zengine Confidential Information for the benefit of anyone other than Zengine. Upon Zengine's written request, you will destroy or return to Zengine all Zengine Confidential Information in your custody or control. In addition to the terms of this provision, you and Zengine will continue to be subject to any nondisclosure agreement that you and Zengine have entered into separately. This provision will survive any termination of this Agreement.
10.1 Term. You agree that this Agreement shall be deemed to be in effect upon the date on which you download the API or, if this is a second or later version of this Agreement, the date on which this Agreement is posted at the Zengine web site.
10.2 Zengine Termination. Zengine may change, suspend or discontinue the availability of the API, or the functioning of the API with the Platform, at any time and without advance notice. Furthermore, Zengine may limit, suspend or terminate your use of the API (and your rights under this Agreement) at any time. In addition, this Agreement shall terminate automatically and without notice immediately upon any breach of the terms of this Agreement by you.
10.3 Your Termination. You may terminate this Agreement (subject to Section 10.6) for any reason or no reason at all, at your convenience, by ceasing your use of the API.
10.4 Refusal of Certain Applications. Zengine shall have the right, in its sole discretion, to refuse to permit your use of the API with a particular Application. Unless Zengine states otherwise, such rejection will not terminate this Agreement with respect to any other Application. Zengine shall have no liability to you for such refusal.
10.5 Effect of Termination. Upon the termination of this Agreement for any reason the rights granted to you herein, including all licenses to the API and Zengine Brands shall terminate. Neither party shall be liable to the other party for damages of any sort resulting solely from the termination of this Agreement.
10.6 Survival. Notwithstanding any termination of this Agreement, Sections 3.1, 3.6, 3.9, 4.1, 5 and 6-9, 10.5, 10.6, 10.7 and 11 shall continue to apply and survive termination.
10.7 Remedies. You acknowledge that your breach of this Agreement may cause irreparable harm to Zengine, the extent of which would be difficult to ascertain. Accordingly, you agree that, in addition to any other remedies to which Zengine may be legally entitled, Zengine shall have the right to seek immediate injunctive relief, without the necessity of posting a bond, in the event of a breach of this Agreement by you or any of your officers, employees, consultants or other agents.
11.1 This Agreement constitutes the entire agreement between you and Zengine and governs your use of the API, except and then only to the extent that you have entered into a Separate Agreement. If, through accessing or using the API or the Platform, you utilize or obtain any product or service from a third party, you may additionally be subject to such third party's terms and conditions applicable thereto, and this Agreement shall not affect your legal relationship with such third party.
11.2 You acknowledge and agree that each affiliate of Zengine shall be a third party beneficiary to this Agreement and that such other parties shall be entitled to directly enforce, and rely upon, any provision of this Agreement which confers a benefit on (or provides rights in favor of) them. Other than this, no other person or company shall be a third party beneficiary to this Agreement.
11.3 This Agreement and the relationship between you and Zengine shall be governed by the laws of the Commonwealth of Pennsylvania without regard to its conflict of law provisions. You agree to submit to the personal jurisdiction of the courts located within the county of Montgomery, Pennsylvania, for the adjudication of any case or controversy arising under or relating to this Agreement. Notwithstanding this, you agree that Zengine shall still be allowed to apply for injunctive remedies (or an equivalent type of equitable relief), a judgment or other relief in any applicable jurisdiction.
11.4 The failure or delay by Zengine to exercise or enforce any right or provision of this Agreement or rights under applicable law shall not constitute a waiver of any such provisions or rights. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Agreement remain in full force and effect.
11.5 You agree that regardless of any statute or law to the contrary, any claim or cause of action you may have arising out of or related to use of the Platform or otherwise under this Agreement must be filed within one (1) year after such claim or cause of action arose or you hereby agree to be forever barred from bringing such claim.
11.6 The section headings in this Agreement are for convenience only and have no legal or contractual effect.
11.7 You may not assign or transfer your rights or obligations under this Agreement, except that both you and Zengine may assign this Agreement to a third party into which it has merged or which has otherwise succeeded to all or substantially all of its business and assets to which this Agreement pertains, by purchase of stock, assets, merger, reorganization or otherwise, and which has assumed in writing or by operation of law its obligations under this Agreement.
Last Updated: July 1, 2016