This Supplemental API License Agreement (this "
Agreement"), effective as of the Effective Date of the SettLiT Order Form and Services Agreement which incorporates this Agreement by reference, is by and between MedChart US Inc. dba SettLiT, a Delaware corporation located at 215 S. Denton Tap Rd., Coppell, TX 75019, USA, on behalf of itself and its subsidiaries and affiliates ("
SettLiT"), and the person accessing, downloading, or using the API, and the company referenced in the SettLiT Order Form and Services Agreement which incorporated this agreement by reference ("
Licensee"). SettLiT and Licensee may be referred to herein collectively as the "
Parties" or individually as a "
Party."
WHEREAS, SettLiT desires to license its API to Licensee; and
WHEREAS, Licensee desires to obtain a license from SettLiT to the API, subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Definitions. (a) "
API" means the SettLiT application programming interface and any API Documentation or other API materials made available to Licensee by SettLiT, including, without limitation, through its website at
https://www.settlit.legal. This definition encompasses any updates to the forgoing interface, which SettLiT may release at its sole discretion.
(b) "
API Documentation" means the API documentation made available to Licensee by SettLiT from time to time, including, without limitation, through its website at
https://settlit.readme.io/reference/welcome.
(c) "
API Key" means the security key SettLiT makes available for Licensee to access the API.
(d) "
Applications" means any applications developed by Licensee to interact with the API.
(e) "
SettLiT Marks" means SettLiT's proprietary trademarks, trade names, branding, or logos made available for use in connection with the API pursuant to this Agreement.
(f) "
SettLiT Offering" means the technology and application software made available by SettLiT on a hosted basis as listed and described
https://www.settlit.legal.
(g) “
Terms of Service” has the meaning as defined by the SettLiT Services Agreement and refers to the terms, incorporated by reference into the SettLiT Services Agreement and this Agreement, which govern the relationship between SettLiT and Licensee.
(h) "
Updates" means any bug fixes, patches, or other error corrections or improvements to the API that SettLiT generally makes available free of charge to all licensees of the API.
2. License.(a) License Grant[s]. Subject to and conditioned on Licensee's payment of Fees and compliance with the terms and conditions set forth in this Agreement, SettLiT hereby grants Licensee a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the term of this Agreement to: (i) use the API solely for the purposes of internally developing the Applications that will communicate and interoperate with the SettLiT Offering; and (ii) display certain SettLiT Marks in compliance with usage guidelines that SettLiT may specify from time to time solely in connection with the use of its API and the Licensee’s Applications [and not in connection with the advertising, promotion, distribution, or sale of any other products or services. For the avoidance of doubt, Licensee use of the API is strictly limited to the purposes set forth in the Terms of Service.
(b) Use Restrictions. Licensee shall not use the API or any SettLiT Mark for any purposes beyond the scope of the license granted in this Agreement. Without limiting the foregoing and except as expressly set forth in this Agreement, Licensee shall not at any time, and shall not permit others to: (i) copy, modify, or create derivative works of the API, in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the API; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the API, in whole or in part; (iv) remove any proprietary notices from the API; (v) use the API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; (vi) combine or integrate the API with any software, technology, services, or materials not authorized by SettLiT; (vii) design or permit their Applications to disable, override, or otherwise interfere with any SettLiT-implemented communications to end users, consent screens, user settings, alerts, warning, or the like; (viii) use the API in any of their Applications to replicate or attempt to replace the user experience of the SettLiT Offering; or (ix) attempt to cloak or conceal Licensee's identity or the identity of their Applications when requesting authorization to use the API.
(c) Non-Exclusivity. This License is non-exclusive. Licensee acknowledges that SettLiT may develop products or services that may compete with the SettLiT Offering or any other products or services.
(d) Reservation of Rights. SettLiT reserves all rights not expressly granted to Licensee in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants to Licensee or any third party, by implication, waiver, estoppel, or otherwise, any intellectual property rights or other right, title, or interest in or to the API.
3. Licensee Responsibilities.(a) Licensee is responsible and liable for all uses of the API resulting from access provided by Licensee, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement and the Terms of Service. Without limiting the generality of the foregoing, Licensee is responsible for all acts and omissions of Licensee's end users in connection with Licensee’s Applications and their use of the API, if any. Any act or omission by Licensee's end user that would constitute a breach of this Agreement if taken by Licensee will be deemed a breach of this Agreement by Licensee. Licensee shall take reasonable efforts to make all of Licensee's end users aware of this Agreement's provisions and the Terms of Service as applicable to such end user's use of the API and shall cause end users to comply with such provisions.
(b) Licensee will be issued an API key directly from SettLiT during development onboarding. Licensee may not share the API Key with any third party, must keep the API Key and all log-in information secure, and must use the API Key as Licensee's sole means of accessing the API. The API Key may be revoked at any time by SettLiT. Licensee may authorize multiple users (“Authorized Users”), each of whom will be issued separate API Key and each of whom must agree to be bound by the SettLiT Service Agreement.
(c) Licensee shall comply with Terms of Service and all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements. Licensee shall monitor the use of its Applications for any activity that violates applicable laws, rules, and regulations or any terms and conditions of this Agreement, including any fraudulent, inappropriate, or potentially harmful behavior, and promptly restrict any offending users of its Applications from further use of the Applications. Licensee is solely responsible for posting any privacy notices and obtaining any consents from Licensee's end users required under applicable laws, rules, and regulations for their use of the Applications. Licensee will use commercially reasonable efforts to safeguard the API and SettLiT Marks (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. Licensee will promptly notify SettLiT if Licensee becomes aware of any infringement of any intellectual property rights in the API or SettLiT Marks and will fully cooperate with SettLiT in any legal action taken by SettLiT to enforce SettLiT's intellectual property rights.
(d) All use by Licensee of the SettLiT Marks, if any, will comply with any usage guidelines that SettLiT may specify from time to time. Licensee agrees that Licensee's use of the SettLiT Marks in connection with this Agreement will not create any right, title, or interest in or to the SettLiT Marks in favor of Licensee and all goodwill associated with the use of the SettLiT Marks will inure to the benefit of SettLiT.
4. No Support; Updates.(a) No Support. This Agreement does not entitle Licensee to any support for the API except as provided in the SettLiT Services Agreement.
(b) Updates. During the Term of this Agreement, SettLiT shall provide Licensee, at no additional charge, all Updates, each of which are a part of the API and are subject to the terms and conditions of this Agreement. Licensee acknowledges that SettLiT may require Licensee to obtain and use the most recent version of the API. Updates may adversely affect how the Licensee’s Applications communicate with the SettLiT Offering. Licensee is required to make any changes to its Applications that are required for integration as a result of such Update at Licensee's sole cost and expense.
5. Fees and Payment.
(a) Fees. Licensee shall pay SettLiT the fees ("Fees") set forth in the SettLiT Services Agreement, which incorporates this Agreement by reference, without offset or deduction. Licensee shall make all payments hereunder in US dollars on or before the due date. If Licensee fails to make any payment when due, in addition to all other remedies that may be available: (i) SettLiT may charge interest on the past due amount at the rate of 1.5% per month, calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Licensee shall reimburse SettLiT for all reasonable costs incurred by SettLiT in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for 30 days following written notice thereof, SettLiT may prohibit access to the API until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Licensee or any other person by reason of such prohibition of access to the API.
(b) Taxes. All Fees and other amounts payable by Licensee under this Agreement are exclusive of taxes and similar assessments. Licensee is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Licensee hereunder, other than any taxes imposed on SettLiT's income.
6. Confidential Information. From time to time during this Agreement’s Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media, whether or not marked, designated, or otherwise identified as "confidential" (collectively, "Confidential Information"). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. On the expiration or termination of this Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party's obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
7. Collection and Use of Information. SettLiT may monitor use of its API to ensure quality, improve the SettLiT Offering, and verify Licensee’s compliance with the SettLiT Terms, the SettLiT Privacy Policy, the B2B Portal TOU, this License, the Client Privacy Agreement and attachments, and all of SettLiT’s data protection and security requirements. SettLiT may collect certain information through the API or the SettLiT Offering about Licensee or any of Licensee's employees, contractors, or agents. By accessing, using, and providing information to or through the API or the SettLiT Offering, Licensee consents to all actions taken by SettLiT with respect to Licensee's use of the API and Licensee’s information in compliance with the then-current version of SettLiT's privacy policy and data protection requirements, available at
https://www.settlit.legal/privacy-policy.
8. Intellectual Property Ownership; Feedback.
Licensee acknowledges that, as between Licensee and SettLiT, (a) SettLiT owns all right, title, and interest, including all intellectual property rights, in and to the API, the SettLiT Offering, and the SettLiT Marks and (b) Licensee owns all right, title, and interest, including all intellectual property rights, in and to the Applications, excluding the aforementioned rights in Section 8(a). If Licensee or any of Licensee's employees, contractors, and agents sends or transmits any communications or materials to SettLiT by mail, email, telephone, or otherwise, suggesting or recommending changes to the API, the SettLiT Offering, or the SettLiT Marks, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), all such Feedback is and will be treated as non-confidential. Licensee hereby assigns to SettLiT on Licensee's behalf, and on behalf of Licensee's employees, contractors, and agents, all right, title, and interest in, and SettLiT is free to use, without any attribution or compensation to Licensee or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although SettLiT is not required to use any Feedback.\
9. Intellectual Property Rights of Third Parties. Licensee shall not use, and shall not allow its Authorized Users or end users to use, the API to violate any intellectual property rights including, without limitation, trademark, copyright, patent, know-how, or trade secret rights.
10. Disclaimer of Warranties. THE API AND SETTLIT MARKS ARE PROVIDED "AS IS" AND SETTLIT SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SETTLIT SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. SETTLIT MAKES NO WARRANTY OF ANY KIND THAT THE API OR SETTLIT MARKS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET LICENSEE'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF LICENSEE'S OR ANY THIRD PARTY'S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
11. Indemnification. Licensee agrees to indemnify, defend, and hold harmless SettLiT and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, government investigations or enforcement actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, arising from or relating to (a) Licensee's, Licensee’s Authorized User’s, or its end user’s use or misuse of the API and/or any services accessed through the API or SettLiT Marks, (b) Licensee's breach of this Agreement, and (c) Licensee’s Applications, including any end user's use thereof. In the event SettLiT seeks indemnification or defense from Licensee under this provision, SettLiT will promptly notify Licensee in writing of the claim(s) brought against SettLiT for which SettLiT seeks indemnification or defense. SettLiT reserves the right, at SettLiT's option and in SettLiT's sole discretion, to assume full control of the defense of claims with legal counsel of SettLiT's choice. Licensee may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by SettLiT or bind SettLiT in any manner, without SettLiT's prior written consent. In the event SettLiT assumes control of the defense of such claim, SettLiT will not settle any such claim requiring payment from Licensee without Licensee's prior written approval.
12. Limitations of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL SETTLIT BE LIABLE TO LICENSEE OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR (a) ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OF OR INABILITY TO USE THE API; OR (b) ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF [FIFTY DOLLARS] EVEN IF SETTLIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR SETTLIT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. [ANY CLAIM LICENSEE MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN [TIME PERIOD] AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.]
13. Term and Termination.(a) Term. The term of this Agreement begins on the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will continue in effect until 1 year[s] from such date (the "Term"). [This Agreement will automatically renew for up to 1 additional successive 1-year term[s] unless earlier terminated pursuant to this Agreement's express provisions or either Party gives the other Party written notice of non-renewal at least 90 days prior to the expiration of the then-current term (each a "Renewal Term" and together with the Initial Term, the "
Term").]
(b) Termination.
(i) SettLiT may immediately terminate or suspend this Agreement, any rights granted herein, and Licensee's licenses under this Agreement, in SettLiT's sole discretion, at any time and for any reason, by providing notice to Licensee or revoking access to the API and SettLiT Marks. This Agreement will terminate immediately and automatically without any notice if Licensee violates any of the terms and conditions of this Agreement.
(ii) Licensee’s termination rights are governed by the terms of the SettLiT Services Agreement, which incorporates this Agreement by reference.
(c) Effect of Expiration or Termination. Upon expiration or termination of this Agreement for any reason all licenses and rights granted to Licensee under this Agreement will also terminate and Licensee must cease using, destroy, and permanently erase all copies of the API and SettLiT Marks from all devices and systems Licensee directly or indirectly controls.
(d) Survival. Any terms that by their nature are intended to continue beyond the termination or expiration of this Agreement will survive termination.
14. Miscellaneous
(a) Defined Terms. Capitalized terms not defined in this Agreement shall have the meaning set forth in the SettLiT Services Agreement and/or the agreements incorporated by reference therein.
(b) Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Exhibits, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, and any other documents incorporated herein by reference, the following order of precedence governs: (a) first, this Agreement, excluding its Exhibits; (b) second, the Exhibits to this Agreement as of the Effective Date; and (c) third, any other documents incorporated herein by reference.
(c) Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a "Notice") must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party, and (ii) if the Party giving the Notice has complied with the requirements of this Section.
(d) Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
(e) Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to affect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
(f) Governing Law and Jurisdiction. This agreement is governed by and construed in accordance with the internal laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Delaware. Any legal suit, action, or proceeding arising out of or related to this agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
(g) Assignment. Licensee may not assign or transfer any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of SettLiT. Any purported assignment, transfer, or delegation in violation of this Section is null and void. No assignment, transfer, or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns.
(h) Export Regulation. The API may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. Licensee shall not, directly or indirectly, export, re-export, or release the API to, or make the API accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Licensee shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the API available outside the US.
(i) Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under Section 6 or, in the case of Licensee, Section 2(b), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
Last Updated on:
January 1, 2025
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