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API Terms of Use

You (“Client”) agree that by using the ON24 APIs (the “APIs”) you are providing your assent to, consenting to be bound by and are becoming a party to this API Terms of Use agreement (this “Agreement”). If you do not agree to be bound by this Agreement, then do not use the APIs.

  1. LICENSE GRANT
    • Limited License.Subject to Client’s compliance with the terms of this Agreement and  purchase of any required ON24 service, including but not limited to ON24 Connect, ON24 grants to Client a non-exclusive, non-transferable, limited, revocable, world-wide license to use the APIs solely to (i) remotely provision webinars for use in Client’s account, (2) retrieve, modify, upload, process and transfer webinar data and other information related to Client webinars to Client’s own data storage systems (“Client System”) and (3) use the APIs to facilitate the interoperability of the ON24 service and the Client System.
    • License Restrictions.Except as permitted in this Agreement, Client’s use of the APIs shall be subject to the following restrictions:
      • Client agrees to use the APIs only in accordance with the license set forth in this Agreement and any applicable law, regulation or guidelines;
      • Client shall not disclose, in any manner, the APIs or any portion thereof to any third party;
      • Client shall not cause the APIs, or any part thereof, in any way to be disassembled, decompiled or reverse engineered, nor shall any attempt to do so be undertaken or permitted;
      • Client shall not assign, sell, rent, sublicense, or lease any portion of the APIs to any third party;
      • Client shall not (i) modify, (ii) create derivative works of or (iii) use for general application development purposes the APIs, or any part thereof;
      • Client shall not use the APIs in any manner which damages, overloads, disrupts, or otherwise causes any non-anticipated response to ON24’s platform or services.
      • Client adheres to any API limits as a condition to receiving this license, and that Client does not attempt to circumvent any such API limits.
    • API Keys.In order to access the APIs, ON24 may require Client to register for a unique security key or other security mechanism. ON24 may then issue Client one or more unique security keys, tokens, passwords and/or other credentials (collectively, “Keys”) for accessing the APIs. Client may only access the APIs with the Keys issued by ON24. Client may not sell, transfer, sublicense or otherwise disclose Keys to any third party or use such Keys with any third-party product or service. ON24 may revoke or disable a Key at any time and for any reason, without penalty or other liability. If Client does not use the Keys issued to it within 3 months of the date of such issuance, such Keys may expire.  Client shall be responsible for all activities that occur using its Keys, regardless of whether such activities are undertaken by Client or a third party and will notify ON24 of any unauthorized use of the Keys.
    • Client acknowledges and agrees that ON24 retains the right to modify and release subsequent versions of the APIs. Client may be required to obtain and use the most recent version of the APIs in order to continue to be compatible with the ON24 platform. The features, functionality, form and components of the APIs may change without prior notice to Client and Client acknowledges and agrees that future versions of the APIs may be incompatible with any Client System.
    • Support Acknowledgement.Client acknowledges and agrees that ON24 has no obligation to provide support, upgrades, updates, enhancements or modifications to the APIs (“Support”). If ON24 elects at any time to provide Support, ON24 may terminate the Support at any time without notice to Client for any or no reason and without penalty or liability.

 

  1. Client COMMITMENTS
    • Compliance with Law.Client shall, at all times, comply with all applicable federal and state laws and regulations or other requirements of any governmental or industry authority with respect to its performance under this Agreement, including, but not limited to, all relevant data privacy and security laws and regulations. Client acknowledges that ON24 reserves the right to suspend or terminate the use of the APIs for any reason, in its sole discretion, and without penalty or liability.

 

  1. INTELLECTUAL PROPERTY RIGHTS
    • Nothing herein shall be construed to restrict or deprive ON24 of its rights to or interest in its intellectual property, technology or products that existed prior to and independent of this Agreement. All applicable common law and statutory rights, title and interest in the platform, the services, ON24’s systems, networks, software, hardware, APIs or other material owned by ON24, including, but not limited to, rights in confidential and trade secret material, object code, source code, trademarks, service marks, patents and copyrights, will be ON24’s sole property. Client agrees that it shall, upon ON24’s request, execute any necessary documentation or other agreement as needed to ensure ON24’s rights in the APIs.

 

  1. CONFIDENTIALITY
    • Restrictions on Disclosure.Client acknowledges and agrees that the APIs provided to Client by ON24 or accessed by Client, and any other information which is understood by its nature to be confidential shall be considered confidential information of ON24 (“Confidential Information”) Client will: (i) hold all Confidential Information in confidence and (ii) use such Confidential Information only for the purposes of performing its obligations and exercising its rights under this Agreement. Client is responsible for any breach of this Section 4 by any of its employees, agents or representatives. The obligations of confidentiality and limitation on use set forth herein will survive the termination of this Agreement for any reason for a period of five (5) years thereafter, except for trade secrets which shall survive thereafter.
    • Title to all tangible forms of Confidential Information and all copies thereof, will remain with ON24. No right or license is granted by ON24 to Client with respect to Confidential Information, except as expressly set forth in this Agreement. Client will not copy or otherwise reproduce, in whole or in part, any Confidential Information without the prior written authorization of ON24, except solely as necessary to fulfill its obligations under this Agreement. Client will promptly return or destroy all tangible forms of Confidential Information, and copies thereof, upon ON24’s request or termination of this Agreement, and, upon ON24’s request or upon termination of this Agreement, certify that it has taken such action.
    • Remedies for Breach.Client acknowledges that the Confidential Information of ON24 is unique property of great value to ON24 and that ON24 will suffer substantial damages not readily ascertainable or fully compensable by monetary damages in the event of any violation or infringement by or on behalf of Client of any ON24 intellectual property rights and/or the breach by Client or any of its representatives of any of the obligations set forth in this Agreement. Accordingly, Client agrees and consents that ON24 will be entitled (without limitation of any other rights or remedies otherwise available to the ON24) to seek an injunction without posting any bond from any court of competent jurisdiction preventing or prohibiting the continuance or recurrence of such violation or infringement and/or any breach of the confidentiality provisions contained in this Section 5.

 

  1. GENERAL WARRANTIES
    • Client represents and warrants that: (i) it is a legal entity duly organized, validly existing and in good standing; (ii) it has all requisite corporate power and authority to execute, deliver and perform its obligations hereunder; (iii) it is duly licensed, authorized or qualified to do business and is in good standing in every jurisdiction in which a license, authorization or qualification is required for the ownership or leasing of its assets or the transaction of business of the character transacted by it, except when the failure to be so licensed, authorized or qualified would not have a material adverse effect on its ability to fulfill its obligations hereunder; (iv) it will not engage in deceptive, misleading or unethical practices that could adversely affect the performance of ON24’s obligations under this Agreement or damage the reputation of ON24; (v) it is not a party to any agreement with a third party, the performance of which is reasonably likely to affect adversely its ability or the ability of ON24 to perform fully its obligations hereunder; and (vi) its performance of its obligations under this Agreement will not violate any other agreement between Client and any third party.
    • CLIENT ACKNOWLEDGES AND AGREES THAT THE APIS ARE PROVIDED “AS IS” AND WITHOUT WARRANTY OF ANY KIND. ON24 EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. ON24 EXPRESSLY DISCLAIMS, AND DOES NOT WARRANT, THAT THE APIS WILL MEET CLIENT’S REQUIREMENTS OR THAT THE APIS ARE COMPATIBLE WITH ANY PARTICULAR HARDWARE OR SOFTWARE PLATFORM. CLIENT FURTHER ACKNOWLEDGES AND AGREES THAT ON24 IS NOT RESPONSIBLE FOR, AND EXPRESSLY DISCLAIMS ALL LIABILITY ARISING OUT OF, EXPLOITATION OF SECURITY VULNERABILITIES IN NON-ON24 TECHNOLOGIES (SUCH AS OTHER APIS AND PLUGINS), EVEN WHEN THOSE SECURITY VULNERABILITIES CAUSE HARM THROUGH, OR BY WAY OF, THE APIS.

 

  1. INDEMNIFICATION
    • Client, at its own expense, will indemnify and hold harmless ON24, its subsidiaries, affiliates and assigns, and its and their directors, officers, employees and agents from and against any claim, loss, demand, cause of action, debt or liability, including attorneys’ fees, arising out of or related to (a) any breach or alleged breach of Client’s obligations, covenants, representations and warranties under this Agreement; (b) Client’s products and services, including the Client Systems, including any claims that the Client Systems or the use thereof infringes any intellectual property rights of such third party.

 

  1. LIMITATION OF LIABILITY
    • TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL ON24 BE LIABLE TO CLIENT FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR INCIDENTAL DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING FROM YOUR ACCESS TO, OR USE OF, THE APIS WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY AND EVEN IF ON24 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT SHALL ON24’S TOTAL LIABILITY TO CLIENT FOR ALL DAMAGES WHICH EXCEED THE AMOUNT OF $500.

 

  1. TERM AND TERMINATION
    • The term of this Agreement shall begin on the date you consent to this Agreement and have access to the APIs and will continue for so long as you continue to use ON24 services and the APIs.
    • Termination and Suspension.Notwithstanding any other provision hereof, ON24 may in its sole discretion terminate this Agreement at any time and for any reason. Termination pursuant to this section shall be effective immediately. If as a result of such termination Client’s use of ON24 Connect is made impossible then Client shall be entitled to a refund on a pro rata basis of any charges it has paid in advance for ON24 Connect. ON24 also reserves the right to suspend or terminate Client’s right to use the APIs and any right under Section 1, “License Grant” if it suspects the Client has breached this Agreement or any applicable law.
    • Return of Information.Upon termination or at ON24’s reasonable request, Client shall immediately remove or erase from all electronic devices, APIs and Confidential Information retained in any form or medium. At ON24’s written request, Client shall furnish ON24 with a document signed by Client’s authorized representative verifying that the destruction of APIs and other Confidential Information has occurred pursuant to the provisions of this Agreement.

 

  1. GENERAL TERMS
    • Notwithstanding any other provision herein, all rights and remedies of a party hereunder are in addition to any other rights and remedies to which such party may be entitled, are cumulative and are not in the alternative.
    • All notices and other communications required or permitted to be given by this Agreement shall be in writing. Notices will be deemed given by ON24 when sent to Client at the email address Client provides to ON24, whether in connection with this Agreement or otherwise. Client consents to receive notices by email sent to such address and agrees that any such notices that ON24 sends to Client electronically will satisfy any legal communication requirements. Notices will be deemed given by Client when received by ON24 at 50 Beale St, 8th Floor, San Francisco, CA 94105, with a copy to ON24, Attention: Legal Department, at the same address.
    • The obligations of the parties under this Agreement that by their nature, would continue beyond the termination of this Agreement shall survive termination of this Agreement.
    • Governing Law, Venue and Jurisdiction.This Agreement shall be construed and governed by the laws of the State of California without regard to legal principles related to conflict of laws. Any suit, action or proceeding (collectively “action”) arising out of or relating to this Agreement shall be brought only in the Superior Court of the County of San Francisco, State of California, or the United States District Court for the Northern District of California. Client hereby agrees and consents to the personal and exclusive jurisdiction of said courts over it as to all such actions, and Client further waives any claim that such action is brought in an improper or inconvenient forum. In any such action, the parties waive trial by jury. In any judicial proceeding arising out of or relating to this Agreement, the prevailing party shall recover, in addition to all damages awarded, all court costs, fees and expenses of experts and reasonable attorneys’ fees.
    • Export Restrictions.THE APIS ARE SUBJECT TO UNITED STATES EXPORT LAWS AND REGULATIONS. DEVELOPER AGREES TO COMPLY WITH ALL APPLICABLE EXPORT LAWS AND REGULATIONS, WHICH MAY INCLUDE RESTRICTIONS ON USE, USERS AND DESTINATIONS.
    • Relationship of the Parties.Nothing contained herein shall be deemed to create a partnership, joint venture or any agency relationship between ON24 and Client.
    • No Waiver.Any waiver or alleged waiver of any breach or term of this Agreement shall not constitute a waiver of any other breach or term hereof.
    • No Assignment.Client may not assign any of the rights, interests, or obligations hereunder, by operation of law or otherwise, without the prior written consent of ON24.
    • Successors and Assigns.This Agreement binds and benefits the parties and their respective permitted or authorized successors and assigns.
    • No Third-Party Beneficiaries.Except as may otherwise be provided herein (e.g., with respect to affiliates), this Agreement is intended for the sole and exclusive benefit of the parties hereto, is not intended to benefit any third party, and only the parties may enforce this Agreement.
    • The headings in this Agreement are solely for convenience of reference and shall be given no effect in the construction or interpretation of this Agreement.
    • If any term or provision of this Agreement is found by a court of competent jurisdiction to be invalid, illegal or otherwise unenforceable, the same shall not affect the other terms or provisions hereof or the whole of this Agreement, but such terms or provisions shall be deemed modified to the extent necessary in the court’s opinion to render such term or provision enforceable, and the rights and obligations of the parties shall be construed and enforced accordingly, preserving to the fullest permissible extent the intent and agreements of the parties herein set forth herein.
    • Contract Interpretation.Ambiguities, inconsistencies or conflicts in this Agreement will not be strictly construed against either party, but will be resolved by applying the most reasonable interpretation under the circumstances, giving full consideration to the parties’ intentions at the time this Agreement is entered into and common practice in the industry.
    • Entire Agreement.This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof, supersedes all previous written or oral agreements between the parties, including, but not limited to, all representations, warranties, statements, correspondence, purchase orders, and understandings previously made by Client or ON24 with respect to the subject matter hereof, and may not be modified except by a written agreement signed by both parties.