Terms of Service
By using the Milkywire API provided by Milkywire AB (“Milkywire”), the Licensee agrees to the following terms and conditions set forth in this API Terms of Service (“Agreement”).
Milkywire API refers to Milkywire’s donation API that allows the Licensee to create donations (payment requests) on behalf of the Licensee’s customers.
The Licensee refers to the Company that uses and integrates the Milkywire API into their business in order to add the possibility for the Licensee’s customers to make donations to Milkywire’s giving platform.
Intellectual Property Rights include but are not limited to, all patents, inventions, patent applications, unpatented inventions, design rights, copyrights, trademarks, tarde names, service names, domain name rights, source code, as well as all forms of protection of a similar nature anywhere in the world.
Content refers to media assets.
2. Grant of License
2.1 Subject to the terms and conditions set forth in this Agreement, Milkywire grants the Licensee a non-exclusive, revocable, non-sublicensable, non-transferable license to use the Milkywire API.
2.2 Milkywire will maintain a record of all donations made through the Milkywire API and send payment instructions for the aggregate donation amount to the Licensee at the end of each month. If the Licensee fails to make the payment, Milkywire may deny any future use of or access to the Milkywire API.
2.3 Licensee is prohibited from using the Milkywire API in any way other than expressly permitted under this Agreement or for any other purpose without Milkywire prior written consent.
2.4 The Licensee shall not republish or distribute information from the Milkywire API. The Licensee shall not store, copy, rent, lease, sell, distribute, transfer, assign, sublicense, disassemble, decode, decompile, or otherwise reverse engineer the Milkywire API, modify information or alter any part of the Milkywire API, or otherwise use the Milkywire API on behalf of any third party. The Licensee may not use the Milkywire API for activities that violate any law or regulation.
2.5 The Licensee shall not decipher or otherwise attempt to discover any programming code or any source code used in or with, create derivative works based on or in any manner commercially exploit the Milkywire API. The Licensee may not access any portion of the Milkywire API without authorization, or cause interruptions in the accessibility of the Milkywire API.
3. Ownership of Intellectual Property
3.1 As between the Licensee and Milkywire, Milkywire is and shall at all times remain the sole and exclusive owner of the Milkywire API and all Intellectual Property Rights. Unless granted by Milkywire to the Licensee, the Licensee does not have any right to use any trademark, service mark, trade name or any other mark of Milkywire.
3.2 If Content is provided by Milkywire to the Licensee, it shall be made available by Milkywire to the Licensee to use on a non-exclusive basis in accordance with the instructions. The Licensee shall not have the right to modify the content, including making cuts, and other minor alterations. The Licensee may also combine the Content with their own media assets. Unless explicitly granted by Milkywire in writing, the Licensee does not have the right to combine the Content with media assets of other third parties. The Content rights granted by Milkywire to the Licensee under the Agreement are non-transferable and non-sublicensable, meaning, the Licensee may not transfer or sublicense the rights to anyone else.
4.1 License fee and access is subject to written agreement with Milkywire AB.
6. Term and termination
6.1 This Agreement shall enter into force when Licensee accepts them, and shall remain in force until terminated. Unless otherwise agreed between the parties in writing (email is sufficient), either party may terminate this Agreement at any time and for any reason, or for no reason, including but not limited to, termination by Milkywire if the Licensee breach or violate any terms or conditions set forth in this Agreement, or use the Milkywire API in any way that does not comply with the intended purposes or is otherwise harmful for Milkywire or any third person.
7. Warranty Disclaimer
7.1 The Milkywire API is provided “as is” and without warranty of any kind. Milkywire makes no warranty that the Milkywire API is bug free or error free, or that the Licensee’s use of the Milkywire API will operate without any interruption. Milkywire disclaims all warranties expressed, implied, statutory, or arising by a course of dealing, including without limitation any warranties of non-infringement of third-party rights, merchantability, accuracy, availability, or fitness for a particular purpose. Licensee agrees that all use of the Milkywire API will be at Licensee’s sole risk.
8. Limited liability
8.1 In no event shall Milkywire be liable to Licensee or to any third party, whether in contract or tort (including negligence) for breach of statutory duty, or otherwise arising under or in connection with this Agreement for:
loss of profits, sales, business, or anticipated savings; loss of agreements, or contracts; loss of or corruption of software, data or information; loss of or any damage to goodwill; and any indirect loss.
9.1 Licensee shall indemnify, defend and hold harmless Milkywire from all liabilities, claims, actions, suits, proceedings, losses, expenses, damages, costs and fees, including, without limitation, reasonable attorneys' fees, arising in connection with or relating to Licensee's use of the Milkywire API.
10.1 The Parties hereby undertake, during the term of the Agreement and thereafter, not to disclose to any third party information regarding the Agreement, nor any other information which the Parties have learned as a result of the Agreement, whether written or oral and irrespective of form (“Confidential Information”). Confidential Information means all information disclosed by one Party (“Disclosing Party”) to the other Party (“Receiving Party”) regarding the business of the Disclosing Party and its affiliates, including technical, marketing, financial, volunteer, employee, donor; planning, strategies, research, data, know-how, as well as other confidential or proprietary information in any form or medium (e.g., written, verbal, electronic, visual) that, for any of the above: (a) has been identified by the Disclosing Party as “Confidential” or “Proprietary”; or (b) should reasonably be understood to be confidential to the Disclosing Party based on the nature of the information or the circumstances of its disclosure.
10.2 The Parties agree and acknowledge that the Confidential Information may be used solely for the fulfilment of obligations under this Agreement and not for any other purpose. The Receiving Party further agrees to use, and ensures its directors, officers, employees, sub-contractors or other intermediaries use the same degree of care (but not less than reasonable care) to avoid disclosure or use of Confidential Information as the Receiving Party uses with respect to its own confidential and/or proprietary information. The Parties shall not reverse engineer, dissemble, or decompile any software or other tangible objects that embody the other Party’s Confidential Information.
10.3 This confidentiality undertaking does not apply to information which the Receiving Party can demonstrate by documentation:
was or becomes generally known by the public other than as a result of a disclosure by the receiving party or any of its representatives; was or is independently developed by the Receiving Party without use of any of the Disclosing Party’s Confidential Information; was already known to the Receiving Party without restriction on use or disclosure prior to receipt of such information directly or indirectly from or on behalf of the Disclosing Party; or was received by the Receiving Party from a third party who was not, at the time of such disclosure, under any obligation to the Disclosing Party or any other person to maintain the confidentiality of such information. 10.4 In addition, this confidentiality undertaking shall not apply to the extent that any Party is required to make a disclosure of information by law or pursuant to an order of court or other competent authority or tribunal. In the event that any Party would be required to make any such disclosure, each Party undertakes to give the other Party immediate notice prior to any such disclosure, in order to make it possible for the other Party to seek an appropriate protective order or other remedy. Each Party also agrees and undertakes to use its best efforts to ensure that any information disclosed under this section, to the extent possible, shall be treated confidentially by anyone receiving such information. The Receiving Party will promptly notify the Disclosing Party upon discovery of any loss or unauthorized disclosure of the Disclosing Party’s Confidential Information.
11. Independent contractors
11.1 The Parties agree and acknowledge that they remain independent contractors. Nothing contained in this Agreement shall be construed as or deemed to create any agency, joint venture or other form of joint enterprise, employment, or fiduciary relationship between the Parties. Neither Party shall have authority to contract for or bind the other Party.
12. Entire agreement
12.1 This Agreement represents the entire understanding and constitutes the whole agreement between the Licensee and Milkywire relating to the subject matter hereof and supersedes all prior agreements, covenants, arrangements, communications, representations or warranties, whether oral or written, by any officer, agent, employee or representative of either of the Parties.
12.2 This Agreement may be amended or modified only by a writing executed by Milkywire.
12.3 This Agreement is personal to Licensee and cannot be sublicensed, assigned or otherwise transferred by the Licensee to another third party, without Milkywire’s prior written consent.
- Governing law and dispute resolution 13.1 This Agreement shall be governed by and will be construed in accordance with Swedish law. Any dispute, controversy or claim arising out of or in connection with this agreement, shall be settled by arbitration in accordance with the Rules for Expedited Arbitrations of the Arbitration Institute of the Stockholm Chamber of Commerce. The place of arbitration shall be in Stockholm, Sweden.