| Use data | "we grant you a licence to use the API data for the duration of this agreement in the form of an 'internal use licence'. [...] The internal use licence, is a worldwide, fixed-term, revocable, non-exclusive and non-sublicensable licence to do anything with the API data which our intellectual property rights would entitle us to do, subject to the following rules: a) API data may be used solely by your staff or your contractors, and b) You may not communicate the API data or any part of it to any third party, nor may any third party be given access to the API data or any part of it. c) No product or service usable by any third party may make use of our API in order to function, regardless of whether the third party is able to make use of specific API data and regardless of the form in which the product or service is delivered." "External distribution licence. [...] a worldwide, fixed-term, revocable, non-exclusive and non-sublicensable licence to distribute the API data but only in the form of a derivative work or works consisting of some or all of the API data amalgamated with other data such that: a) any recipient of the derivative work or works does not receive any substantial part of the API data that is not combined with other data, and b) a reasonable person in your industry would consider the derivative work or works to have 'added value' to the API data." "Where the 'restricted_for_marketing' field has been set in any API data returned to you ('restricted data') [...] you: a) shall ensure that you have consulted the restrictions advertised for that specific jurisdiction, before making use of any of the restricted data, b) may not use the restricted data for any purpose prohibited by that jurisdiction, c) may not use the restricted data for marketing or advertising purposes in any event." "If you distribute API data in the form of a derivative work or works, you shall identify us as the original source of the API data in a manner customary for the medium which you are using [...] by displaying the phrase 'Powered by OpenCorporates' together with our logo." "14. Definition of Confidential Information. 'Confidential Information' means any and all information disclosed by or on behalf of one party (the 'Disclosing Party') to the other party (the 'Receiving Party') under or in connection with this Agreement, whether before, on, or after the Effective Date, that is marked or identified as confidential or proprietary, or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of its disclosure. a) Without limiting the generality of the foregoing, the following shall be deemed our Confidential Information: the API Key, the proprietary software, code, database schemas, and system architectures underlying the API, any non-public technical documentation, applicable order forms, pricing information, and any performance, security, or benchmark metrics relating to the API. b) Confidential Information does not include any information that: i) is or becomes publicly known through no breach or wrongful act of the Receiving Party, ii) was already in the lawful possession of the Receiving Party prior to its disclosure by the Disclosing Party, iii) is independently developed by the Receiving Party without reference to or reliance upon the Disclosing Party's Confidential Information, or iv) is lawfully obtained by the Receiving Party from a third party without restriction on disclosure. 15. Obligations of Non-Use and Non-Disclosure. The Receiving Party shall: a) hold all Confidential Information of the Disclosing Party in strict confidence, b) protect the Disclosing Party's Confidential Information from unauthorized access, use, or disclosure using at least the same degree of care that it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable standard of care, c) use the Disclosing Party's Confidential Information solely to exercise its rights and perform its obligations under this Agreement, and d) not disclose, distribute, or make available any Confidential Information of the Disclosing Party to any third party, except to its officers, directors, employees, professional advisors, and authorized contractors (collectively, 'Representatives') who have a legitimate 'need to know' such information for the purposes of this Agreement, and who are bound by written confidentiality obligations at least as protective of the Confidential Information as the terms of this Section. The Receiving Party shall remain fully responsible for any breach of this Section by its Representatives. 16. Permitted Disclosures (Compelled Disclosure). If the Receiving Party is required by applicable law, regulation, court order, or a government or regulatory authority to disclose any of the Disclosing Party's Confidential Information, the Receiving Party shall, to the extent legally permitted, provide the Disclosing Party with prompt written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy. The Receiving Party shall disclose only that portion of the Confidential Information that it is legally advised it is required to disclose, and shall exercise reasonable efforts to obtain assurance that confidential treatment will be accorded to the disclosed information. 17. Return or Destruction of Materials. Upon the expiration or termination of this Agreement for any reason, or upon the written request of the Disclosing Party, the Receiving Party shall immediately cease using and, at the Disclosing Party's option, either return to the Disclosing Party or securely destroy all Confidential Information of the Disclosing Party in its possession, custody, or control, together with all copies, extracts, or summaries thereof. Notwithstanding the foregoing, the Receiving Party may retain copies of Confidential Information to the extent required by applicable law or professional archiving standards, or to the extent automatically saved on secure, routine system backup servers, provided that any such retained Confidential Information shall remain strictly subject to the confidentiality obligations of this Section for as long as it is retained. [...] 19. Survival. The confidentiality obligations set forth herein shall survive the expiration or termination of this Agreement for a period of five (5) years, provided that with respect to any Confidential Information constituting a trade secret under applicable law, such obligations shall survive indefinitely or for as long as the information remains a trade secret." |
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