Populus APIs License Agreement

Last Updated: July 1, 2021

This API License Agreement (this “Agreement”) is between Populus Technologies, Inc., a Delaware corporation, with a place of business at 177 Post Street, Suite 200, San Francisco, CA 94108, and you (and, if applicable, the company you represent, collectively referred to in this document as “Company”). You acknowledge that this Agreement is legally binding and shall have the same legal validity and enforceability as a manually executed contract, to the fullest extent permitted by applicable law.

Populus and Company may each be referred to individually herein as a “Party” and collectively as the “Parties”. Company’s use of any of the Populus APIs (referred to in this document as the "Populus API(s)") is subject to the terms of a legal agreement between the Company and Populus (the "Terms"). By accessing and using the Populus APIs, Company accepts this Agreement, which becomes effective on the date set forth on manually executed Agreement or the date the Company first accesses or uses the Terminal Services, whichever is earlier.

Section 1: Account and Registration

A. ENTITY LEVEL ACCEPTANCE

If Company is using the Populus APIs on behalf of an entity, Company represents and warrants that the signer has the authority to bind that entity to the Terms and by accepting the Terms, the signer is doing so on behalf of that entity (and all references to "Company" in the Terms refer to that entity).

B. REGISTRATION

In order to access certain Populus APIs, Company may be required to provide certain information (such as identification or contact details) as part of the registration process for the Populus APIs, or as part of Company's continued use of the Populus APIs. Any registration information Company given to Populus will always be accurate and up to date and Company will inform Populus promptly of any updates.

Section 2: Using Populus’ APIs

A. COMPANY'S END USERS

Company will require Company's end users to comply with (and not knowingly enable them to violate) applicable law, regulation, and the Terms.

B. COMPLIANCE WITH LAW, THIRD PARTY RIGHTS, AND OTHER POPULUS TERMS OF SERVICE

Company will comply with all applicable law, regulation, and third party rights (including without limitation laws regarding the import or export of data or software, privacy, and local laws). Company will not use the Populus APIs to encourage or promote illegal activity or violation of third party rights. Company will not violate any other terms of service with Populus.

C. MODIFICATIONS TO THE TERMS

Populus may modify the Terms or any portion to, for example, reflect changes to the law or changes to the Populus APIs. Populus will notify the Company in the event the Terms change. Changes will not apply retroactively and will become effective no sooner than 30 days after the Company has been notified. Changes addressing new functions for a Populus API or changes made for legal reasons will be effective immediately. If Company does not agree to the modified Terms for a Populus API, Company should discontinue Company's use of that Populus API. Company's continued use of the Populus APIs constitutes Company's acceptance of the modified Terms.

D. PERMITTED ACCESS

Populus licensors develop, modify, and/or delete data and content within the Populus Terminal web platform, including, where applicable, Mobility Manager, Street Manager, and/or Curb Manager (collectively, the “Published Content”). Published Content available via the Populus APIs is subject to Terms of Service.

Subject to the Terms, Populus hereby grants to Company, during the Term of this Agreement, non-sublicensable, non-transferable, non-exclusive access and use of the Populus APIs and Published Content made available therein (collectively, the “API Services”). Populus represents and warrants that it has and will retain all necessary rights to provide the API Services to the Company. Populus API Services have no separate license requirements that would impose obligations on the Company outside of the obligations set forth in these Terms.

Company will only access (or attempt to access) the API Services by the means described in the documentation of the Populus APIs. If Populus assigns Company credentials (e.g. client IDs), Company must use them with the applicable Populus API. Company will not misrepresent or mask either Company's identity or Company's API Application (as defined in Section 3(a)) identity when using the Populus APIs.

E. API LIMITATIONS

Populus may set and enforce limits on Company's use of the Populus APIs (e.g. limiting the number of API requests that Company may make or the number of users Company may serve), in our sole discretion. Company agrees to, and will not attempt to circumvent, such limitations documented with each API. If Company would like to use any Populus API beyond these limits, Company must obtain Populus's express consent (and Populus may decline such request or condition acceptance on Company's agreement to additional terms and/or charges for that use). To seek such approval, contact the relevant Populus Mobility Partnerships team member for information.

F. FEEDBACK

If the Company provides feedback or suggestions about the API Services, then Populus may use such information without obligation to the Company.

G. NON-EXCLUSIVITY

Company acknowledges the right to use the API Services is non-exclusive, and that Populus reserves the right to sell and distribute any of its services to any customers in the world, and to appoint any third party to do so, without giving Company notice thereof and without incurring any liability to Company therefore. Populus reserves the right to develop and extend its products and capabilities without regard to whether those products compete with or invalidate any Company offering.

Section 3: Company's API Applications

A. API APPLICATIONS AND MONITORING

The Populus APIs are designed to help Company enhance Company's websites, products, and applications ("API Application(s)"). COMPANY AGREES THAT POPULUS MAY MONITOR USE OF THE APIS TO ENSURE QUALITY, IMPROVE POPULUS PRODUCTS AND SERVICES, AND VERIFY COMPANY’S COMPLIANCE WITH THE TERMS. This monitoring may include Populus accessing and using the API Applications, for example to identify security issues that could affect Populus or its licensors. Company will not interfere with this monitoring. Populus may use any technical means to overcome such interference. Populus may suspend access to the Populus APIs by Company or API Applications without notice if Populus reasonably believes that Company is in violation of the Terms.

B. SECURITY

Company represents and warrants that Company’s networks, operating system and software are properly configured to securely access the API Services and operate the API Applications. Company must promptly report any security incidents that also impact or compromise the API Services. Company will work with Populus to correct any security deficiency or incident promptly, at Company’s own expense.

C. OWNERSHIP

Populus does not acquire ownership in Company’s API Applications, and by using the Populus APIs, Company does not acquire ownership of any rights in the API Services. Nothing in this Agreement shall be construed as granting to Company or any authorized user any rights in or to the API Services, except for the limited access and use rights set forth herein. Populus reserves all rights not expressly granted to Company under this Agreement. In the event Company acquires any ownership rights, title or interest in or to the API Services, Company shall and hereby does assign to Populus, Company’s entire right, title and interest to the API Services, including all intellectual property rights therein.

D. USER PRIVACY AND API SERVICES

Company represents, warrants and covenants that, in its operation of the Company’s API Applications, it will maintain and comply with a privacy policy that complies with applicable laws and regulations, including those applying to Personal Identifiable Information (“PII”), and that it accurately discloses how Company collects, uses, stores, and discloses data provided by users and third parties.

Section 4: Prohibitions and Confidentiality

A. API PROHIBITIONS

When using the API Services, Company may not (or allow those acting on Company's behalf to):

Sublicense an API for use by a third party. Consequently, Company will not create an API Application that functions substantially the same as the API and offer it for use by third parties.

Perform an action with the intent of introducing to API Services any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature.

Defame, abuse, harass, stalk, or threaten others.

Interfere with or disrupt the APIs or the servers or networks providing the APIs.

Reverse engineer or attempt to extract the source code from any API or any related software, except to the extent that this restriction is expressly prohibited by applicable law.

Use the APIs for any activities where the use or failure of the APIs could lead to death, personal injury, or environmental damage (such as the operation of nuclear facilities, air traffic control, or life support systems).

Remove, obscure, or alter any Populus terms of service or any links to or notices of those terms.

B. CONFIDENTIAL MATTERS

Credentials (such as passwords, keys, and client IDs) are intended to be used by Company and identify Company's API Applications. Company will keep Company's credentials confidential and make reasonable efforts to prevent and discourage others from using Company's credentials.

Populus communications to Company and API Services may contain Populus confidential information. “Confidential Information” means any non-public information that relates to the actual or anticipated business or research and development of Populus that the Company knew or should have reasonably known was the confidential information of Populus. Confidential Information may include, without limitation, technical data, trade secrets or know-how (whether disclosed in writing, orally or by another means, whether on or after the Effective Date and whether or not marked as confidential), including, but not limited to, research, product plans or other information regarding Populus’ products or services and markets therefor, customer lists and customers, software, developments, inventions, processes, formulas, technology, designs, drawing, engineering, hardware configuration information, marketing, finances or other business information. Confidential Information does not include information that (i) is known to the Company at the time of disclosure to the Company by Populus as evidenced by written records of the Company, (ii) has become publicly known and made generally available through no wrongful act of the Company, (iii) has been rightfully received by the Company from a third party who is authorized to make such disclosure, or (iv) is independently developed by the Company without use or reference to Confidential Information.

The Company agrees to protect Populus’ Confidential Information with at least the same degree of care the Company takes to protect its own highly confidential and proprietary information (but in no event less than a reasonable degree of care). The Company will not, during or subsequent to the Term of this Agreement, (i) use the Confidential Information for any purpose whatsoever other than the exercise of its rights herein, or (ii) disclose it to any third party without Populus's prior written consent. Company may disclose Populus confidential information when compelled to do so by law if Company provides Populus reasonable prior notice, unless a court orders prohibits such notice.The Company agrees that all Confidential Information will remain the sole property of the Populus.

Section 5: Content, Branding, and Attribution

A. CONTENT ACCESSIBLE THROUGH THE APIS

Published Content is created by Populus licensors in the Populus Terminal web platform. Company understands and agrees that Populus and its licensors own all legal rights, title, and interest in and to the APIs and Published Content, including any intellectual property rights in the API Services (whether those rights are registered or not, and wherever in the world those rights may exist).

B. SUBMISSION OF CONTENT

Populus does not acquire any ownership of any intellectual property rights in the content that Company submits to Populus APIs through Company's API Applications, except as expressly provided in the Terms. Company gives Populus a perpetual, irrevocable, worldwide, sublicensable, royalty-free, and non-exclusive license to Use content submitted, posted, or displayed to or from the Populus APIs through Company's API Applications. "Use" means use, host, store, modify, communicate, and publish. Before Company submits content to Populus’ APIs through Company's API Applications, Company will ensure that Company has the necessary rights (including the necessary rights from Company's end users) to grant Populus the license.

C. PROHIBITIONS ON CONTENT

Unless expressly permitted by this agreement or by applicable law, Company will not, and will not permit Company's end users or others acting on Company's behalf to, do the following with content returned from the Populus APIs:

Scrape, build databases, or otherwise create permanent copies of such content, or keep cached copies longer than permitted by the cache header;

Modify or falsely represent content or display content in such a way that violates this Agreement or disparages, damages, tarnishes or impairs the value, integrity or goodwill of the API Services or brands therein;

Misrepresent the source or ownership; or

Remove, obscure, or alter any copyright, trademark, or other proprietary rights notices; or falsify or delete any author attributions, legal notices, or other labels of the origin or source of material.

D. BRANDING

"Branding" is defined as the trademarks, logos, domain names, and other distinctive brand features of each party and its licensors. Except where expressly stated, the Terms do not grant either party any right, title, or interest in or to the other party's Branding.

E. ATTRIBUTION

When Company uses the Populus APIs in its products or services, Company will provide attribution to Populus consistent with its attribution to similarly-situated licensors, subject to form factor or technical limitations (including space-constricted displays and text or voice-based results). Populus hereby grants to Company a nontransferable, nonsublicenseable, nonexclusive license while the Terms are in effect to display Populus's Branding for the purpose of promoting or advertising that Company uses the APIs. API Services utilize or include Published Content from Populus licensors. Additional acknowledgements, licensing terms and disclaimers for such Published Content materials are contained in the electronic documentation for the API Services available at: https://www.populus.ai/legal/attribution.

F. PUBLICITY

Company will not make any statement regarding Company's use of a Populus API which suggests partnership with, sponsorship by, or endorsement by Populus without Populus's prior written approval.

G. PROMOTIONAL AND MARKETING USE

In the course of promoting, marketing, or demonstrating the Populus APIs Company is using and the associated Populus products, Populus may produce and distribute incidental depictions, including screenshots, video, or other content from Company's API Applications, and may use Company's name or product name. Company grants Populus all necessary rights for the above purposes.

Section 7: Termination

A. TERMINATION

Company may stop using the Populus APIs at any time with or without notice. Further, if Company wants to terminate the Terms, Company must provide Populus with prior written notice and upon termination, cease Company's use of the applicable Populus APIs. Populus reserves the right to terminate the Terms with Company or discontinue the Populus APIs or any portion or feature or Company's access thereto for any reason and at any time without liability or other obligation to Company.

Populus will announce if it intends to remove major features from, or discontinue, a Populus API or the API Services. Populus will use commercially reasonable efforts to continue to operate those API versions and features for at least 90 days after the announcement, unless Populus determines in its reasonable good faith judgment that, 1) it is required by law or third-party relationship (including changes in law or relationships) to make those changes earlier; or 2) doing so could create a security risk or substantial economic or material technical burden.

Upon any termination of the Terms or discontinuation of Company's access to a Populus API, Company will immediately stop using the Populus API, cease all use of the Populus Branding, and delete any cached or stored content.

B. SURVIVING PROVISIONS

The following provisions shall survive expiration or termination of this Agreement: Sections 4b, 5, 7, 8, and 9.

Section 8: Liability for our APIs

A. WARRANTIES

THE APIS, AND THE DATA, INCLUDING PUBLISHED CONTENT, CONTAINED THEREIN, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF THE SPECIFIC FUNCTIONS OF THE APIS, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET COMPANY’S NEEDS. POPULUS NOR ITS LICENSORS DOES NOT WARRANT THAT THE APIS OR PUBLISHED CONTENT WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT THE APIS OR PUBLISHED CONTENT WILL BE ACCURATE OR COMPLETE. POPULUS AND ITS LICENSORS HEREBY DISCLAIM ANY AND ALL LIABILITY ON ACCOUNT THEREOF.

B. LIMITATION OF LIABILITY

IN NO EVENT WILL POPULUS OR ITS LICENSORS BE LIABLE TO COMPANY FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, SPECIAL, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING ANY LOSS OF USE, DATA, PROFITS, OR GOODWILL, ARISING FROM OR RELATING TO THIS AGREEMENT, THE APIS, THE PUBLISHED CONTENT, ANY OTHER DATA OR PRODUCT, SERVICE OR CONTENT PROVIDED HEREUNDER, WHETHER IN CONTRACT, TORT OR OTHERWISE, EVEN IF POPULUS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. POPULUS WILL NOT BE LIABLE FOR PROCUREMENT COSTS OF SUBSTITUTE PRODUCTS OR SERVICES.

THE TOTAL CUMULATIVE LIABILITY OF POPULUS ARISING FROM OR RELATING TO THIS AGREEMENT, THE PUBLISHED CONTENT, ANY OTHER DATA OR PRODUCT, SERVICE OR CONTENT PROVIDED HEREUNDER IS LIMITED TO THE AMOUNT COMPANY PAID POPULUS TO USE THE APPLICABLE APIS. IN ALL CASES, POPULUS, AND ITS LICENSORS, WILL NOT BE LIABLE FOR ANY EXPENSE, LOSS, OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.

C. INDEMNIFICATION

Unless prohibited by applicable law, Company will defend and indemnify Populus, and its affiliates, directors, officers, employees, and users, against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding to the extent arising from:

Company's misuse or Company's end user's misuse of the API Services;

Company's violation or Company's end user's violation of the Terms; or

Any content or data routed into or used with the API Services by Company, those acting on Company's behalf, or Company's end users.

Section 10: General Provisions

B. GENERAL LEGAL TERMS

Governing Law; Venue. This Agreement, and any claim, dispute or controversy of whatever nature arising out of or relating to this Agreement, will be governed by the laws of California, without giving effect to any conflicts of laws principles that require the application of the laws of a different jurisdiction. Any action or proceeding arising from this Agreement must be brought in the state or federal courts located in San Francisco County, California. Each Party irrevocably submits to the exclusive jurisdiction and venue of any such court in any such action or proceeding.

Assignment. Neither Party may assign, delegate, or otherwise transfer (by operation of law or otherwise) this Agreement or any of its rights or obligations to a third party without the other Party’s written consent, except that Populus may assign or transfer this Agreement without such consent as a consequence of a merger, acquisition, consolidation, reorganization, or sale of substantially all of its assets or of the business to which this Agreement pertains. Any assignment or transfer in violation of the foregoing will be null and void. Subject to all of the terms and conditions hereof, this Agreement inures to the benefit of and is binding hereto and their successors and assigns

Miscellaneous. Except as otherwise expressly specified in this Agreement, the rights and remedies provided in this Agreement are cumulative and in addition to any other rights and remedies available at law or in equity. Company acknowledges and agrees that any actual or threatened breach by it of any confidentiality obligations or license restrictions will constitute irreparable harm for which monetary damages would be an inadequate remedy, and that in such event Populus shall be entitled to obtain immediate injunctive relief to protect its rights under this Agreement. Company agrees not to export, re-export, or transfer, directly or indirectly, any U.S. technical data acquired from Populus, or any products utilizing such data, in violation of the United States export laws or regulations. All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of this Agreement is unenforceable, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect. Where Populus requires that Company provide an e-mail address, Company is responsible for providing Populus with its most current e-mail address. In the event that the last e-mail address Company provided to Populus is not valid, or for any reason is not capable of delivering to Company any notices required/ permitted by this Agreement, Populus’ dispatch of the e-mail containing such notice will nonetheless constitute effective notice. Company may give notice to Populus at the following address: 177 Post Street, Suite 200, San Francisco, CA 94108. Such notice shall be deemed given when received by Populus by letter delivered by nationally recognized overnight delivery service or first-class postage prepaid mail at the above address. This Agreement and any exhibits, attachments, and schedules attached hereto constitute the final, complete, and exclusive agreement between Populus and Company regarding the subject hereof and supersede all prior or contemporaneous agreements, understandings, and communication, whether written or oral. In the event of any conflict or inconsistency between the terms of this Agreement and the terms of any exhibit, attachments, or schedules hereto, the terms of this Agreement will govern unless the exhibit, attachment, or schedule expressly refers to the provision of this Agreement over which it will prevail. This Agreement may be executed in counterparts, each of which will be considered an original, but all of which together will constitute the same instrument.

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