Last updated: August 14, 2018
API DATA ACCESS AGREEMENT
This API Data Access Agreement(the “Data Access Agreement”) is between Advanced Technology Group, Inc. (“ATG”, “We”, “Us” or “Our”) and the entity identified in the applicable Provider Order Form (“You” or “Your”). ATG and You are each a “Party” and together are the “Parties” to this Data Access Agreement.
BY EXECUTING A PROVIDER ORDER FORM THAT REFERENCES THIS DATA ACCESS AGREEMENT; BY USING THE ATG API OR THE DATA; OR BY OTHERWISE ACCEPTING THIS DATA ACCESS AGREEMENT, YOU AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS DATA ACCESS AGREEMENT. THE TERMS “YOU” OR “YOUR” SHALL REFER TO THE ENTITY IDENTIFIED IN THE APPLICABLE PROVIDER ORDER FORM AND ITS AFFILIATES. IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCEPT THIS DATA ACCESS AGREEMENT AND MAY NOT USE THE ATG API OR THE DATA.
This Data Access Agreement sets forth the terms and conditions that governs Your use of the ATG API and the Data.
- “Affiliate” means as to an entity, any other entity that, directly or indirectly, is controlled by, is under common control with or controls such entity, but only as long as such control exists. For purposes of this definition, “control” means the ownership, directly or indirectly, of at least 50% of the total voting or equity interests of the entity.
- “ATG API” means ATG’s proprietary application programming interface, which may include object code, software libraries, software tools and Documentation. ATG API shall include any future, updated or otherwise modified version(s) thereof furnished by ATG (in its sole discretion) to You.
- “Data” means any data and content transmitted or otherwise made available through the ATG API, including any content of Customers, including messages, files, comments, profile information and anything else entered or uploaded into the Services by a Customer as more fully described in the ATG API documentation.
- “Customer” means any individual or entity accessing or using the Services pursuant to the Master Customer Agreement.
- “Documentation” means, with respect to the ATG API, all user and technical documentation, functional specifications and media for such ATG API, whether in print, electronic or other format, in each case as provided to You pursuant to this Data Access Agreement, and all copies, in whole or in part, and any translations thereof.
- “Feedback” means any suggestion, enhancement request, recommendation, correction or other feedback provided by You to Us relating to the Services, the Data or the ATG API.
- “Harmful Code” means any software, hardware or other technologies, devices, or means, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner, any (i) computer, software, firmware, hardware, system or network, or (ii) any application or function of any of the foregoing or the integrity, use, or operation of any data processed thereby; or (b) prevent Us or any other user from accessing or using the ATG API or the Services as intended by this Data Access Agreement, and includes any virus, bug, Trojan horse, worm, backdoor, or other malicious computer code and any time bomb or drop-dead device.
- “Intellectual Property Rights” means all intellectual property rights and other industrial or other similar proprietary rights in any jurisdiction worldwide, whether registered or unregistered or under common law, including such rights in and to: (a) trademarks, trade names, services marks, trade dress and all other indicia of origin, including all registrations and applications of the foregoing and goodwill associated with any of the foregoing; (b) copyrights, works of authorship and all other copyrightable works, including all registrations, applications or renewals of the foregoing; (c) trade secrets, methodologies, techniques, know-how and any other information which provides value or a competitive advantage and is not publically known; (d) inventions, ideas discoveries, developments, whether patentable or not, and any issued patents or pending patent applications, including any divisionals, continuations, continuations-in-part, reissues, reexaminations and extensions thereof and any counterparts claiming priority anywhere in the world.
- “Services” means any application, software, content or services provided by ATG pursuant to an Order Form.
- “Your Application” means Your branded software application, website, product or other service that uses the ATG API and/or the Data and is made available to Customers through the Services.
- APIs. During the Term, We will provide You the ATG API and the Data in accordance with the applicable Provider Order Forms.
- License Grant to You. Subject to the terms and conditions of this Data Access Agreement, We grant You a limited, revocable, non-exclusive, non-transferable and non-sublicensable right and license to access and use the ATG API solely for the purposes of (1) integrating and supporting Your Application; and (2) accessing, receiving and displaying the Data, each of (1) and (2) solely in order to provide services to Customers. Your sole means to access and use the ATG API will be through use of a confidential token provided by Us.
- Restrictions on Use. You shall not, shall not permit any other person to, and shall ensure third parties will not: (1) disassemble, decompile, reverse engineer or otherwise derive the source code of, modify, copy, translate or create derivative works of the ATG API or any component or part thereof; (2) use the ATG API to integrate with or introduce anything that is libelous, tortious, unlawful or infringes or otherwise violates the Intellectual Property Rights or privacy rights of a third party; (3) make the ATG API and the Data available to any third party; (4) sell, resell, license, sublicense, distribute, make available, loan, rent or lease the ATG API or the Data; (5) use the ATG API or the Data to provide services to third parties (e.g., service bureau or outsourcing); (6) circumvent, endanger, disrupt or interfere with the operation, security or integrity of the ATG API or ATG’s systems or networks; (7) store or transmit Harmful Code or introduce such Harmful Code into the ATG API or Our systems; (8) attempt to gain unauthorized access to ATG’s systems or networks; (9) use the ATG API in any manner that accesses or uses any data beyond what ATG allows under this Data Access Agreement or the Documentation; (10) perform or disclose any benchmark or performance tests of the ATG API; (11) remove, alter or obscure any proprietary notices or markings from ATG or its licensors; (12) use any software components other than those specifically identified in the applicable Provider Order Form, even if it is technically possible to access other software components; (13) use the ATG API to build or develop any product or service that competes with ATG; (14) publish or allow access to, link or otherwise make available the ATG API in any format on a stand-alone basis or as part of any software application other than Your Application; (15) use any Data in a manner to determine or attempt to determine the identity of any Customer; (16) reproduce or modify any Data, other than as reasonably necessary to format and display such Data in a manner appropriate for Your Application; or (17) use the ATG API or the Data in any way to harass, menace, or cause damage or injury to any person or property, including but not limited to transmitting any material that is false, defamatory or obscene or constitutes unsolicited bulk-email or spam.
- Changes. We may modify, remove or discontinue the ATG API, or the functionality thereof, or any portion of the Data from time to time in our sole discretion without any liability or notice to You. We do not guarantee the availability of any features, functionality or interoperability of the ATG API. We have no obligation to provide You any maintenance or support for the ATG API.
- Approval. Your Application is subject to Our review and approval prior to distribution to Customers through the Services. You acknowledge and agree that We may, at our sole discretion, approve or reject Your Application. If We reject Your Application, We may, but are not obligated to, identify modifications required for re-review. To the extent We identify such modifications, You may implement such modifications and request our re-review and approval.
- Your Responsibilities.
- You must call the ATG API to receive updated Data and other content no less than once every twenty-four (24) hours.
- You must provide any and all customer and technical support to Customers for Your Application.
- You will use best efforts to prevent unauthorized access to or use of the ATG API and the Data. You will promptly notify Us if You become aware of any unauthorized access or use of the ATG API or the Data or any other known or suspected breach of security. You are liable and responsible for Your employees, agents and subcontractors’ compliance with this Data Access Agreement and applicable Provider Order Form. If Your employee, agent or subcontractor violates this Data Access Agreement, You will immediately suspend access to the ATG API and the Data for such employee, agent or subcontractor.
- You are responsible for any accessibility requirements to use the ATG API, including but not limited to obtaining compatible software, hardware and internet access.
- We have no obligation to provide any updates or upgrades, including but not limited to any enhancements or bug fixes or new versions of the ATG API. Where We make any updates or upgrades available to You, You shall promptly implement any such updates or upgrades. We are not responsible for any Losses You incur relating to Your failure to timely implement any update or upgrade.
- You will use best efforts to provide Us with any information and assistance necessary to enable Us to provide the ATG API and the Data. You acknowledge that Our ability to deliver the ATG API and the Data in the manner provided in this Data Access Agreement may depend upon the accuracy and timeliness of such information and assistance.
- You shall pay all Fees to Us within thirty (30) days of the date of the applicable invoice.If any amount remains outstanding after such 30-day period, the outstanding amounts shall accrue a late interest at a rate of 1.5% per month. Unless otherwise set forth in the applicable Provider Order Form, all payments shall be in U.S. Dollars.
- We shall have the right to suspend Your access to and use of the ATG API and the Data until You have paid all outstanding amounts in full.
- Except as otherwise stated in this Data Access Agreement or a Provider Order Form, any Fees paid to Us are non-refundable and any Provider Order Forms accepted by Us are non-cancelable by You. We may set off Our payments against any amount due from You to Us.
- Fees are exclusive of any sales, value-added, use and excise or similar taxes imposed by applicable law, and You shall be responsible for all such taxes related to the ATG API, except for taxes based on Our income.
- Our Ownership. We and our licensors shall retain sole and exclusive ownership of all right, title and interest in and to the ATG API and the Data, any improvements, modifications or derivative works thereof, and all Intellectual Property Rights in any of the foregoing. Except as expressly set forth in this Data Access Agreement and the Provider Order Forms, no rights in the ATG API or the Data are granted to You. We may (a) collect statistical and other information related to the performance, operation and use of Your Application, the ATG API and the Data; and (b) use data from Your Application or the ATG API for any purpose, including but not limited to security and operations management, to create statistical analyses, and research and development purposes (any data collected under (a) and any resulting, derived, discovered, created or developed data or materials from (b), collectively, the “Analysis”). We shall retain sole and exclusive ownership of all right, title and interest in and to the Analysis, any improvements, modifications or derivative works thereof, and all Intellectual Property Rights in any of the foregoing.
- Your Ownership. Subject to the rights and licenses granted to Us under this Data Access Agreement, You shall retain sole and exclusive ownership of all right, title and interest in and to Your Application and all Intellectual Property Rights therein.
- License Grant to ATG. During the term of this Data Access Agreement, You hereby grant and agree to grant Us a non-exclusive, sublicensable, worldwide right and license to (1) market, sell and distribute Your Application; (2) permit others to access, use, install, purchase and (in the case of downloadable software applications) download Your Application through the Services; (3) use, perform and display Your Application; and (4) use, perform and display Your name, the name of Your Application and any related logos to each of the foregoing for purposes of exercising Our rights under this Section 10. To the extent set forth in the applicable Order Form, You agree to grant Us certain additional rights to Your Application.
- Feedback.Any Feedback provided by You, including all Intellectual Property Rights therein, shall become Our sole and exclusive property. You hereby irrevocably assign and agree to assign to Us all right, title, and interest in and to the Feedback and agree to provide Us any assistance We require to document, perfect and maintain our rights in the Feedback.
- Non-Exclusive Basis. You agree that the ATG API and the Data is provided to You on a non-exclusive basis. Nothing shall be deemed to prevent or restrict Our ability to provide the Services, the ATG API, including any custom feature or functionality developed for You, or the Data to any other person. We are free to use any general knowledge, ideas, methodologies, techniques, skills or know-how We acquire from providing the ATG API and the Data for any purpose.
- Covenant Not to Assert. You covenant, on behalf of Yourself and Your successors and assigns, not to assert any claims of ownership to, or the invalidity, infringement or unenforceability of the ATG API, the Services or the Data.
- Definition. “Confidential Information” means all information disclosed by Us to You, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Our Confidential Information includes, but is not limited to, the ATG API, the Data and the Services, as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed to You. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to Us, (ii) was known to You prior to the disclosure by Us without breach of any obligation owed to Us, (iii) is received from a third party without breach of any obligation owed to Us, or (iv) was independently developed by You without use or reference to Confidential Information.
- Prohibition on Use and Disclosure. You will safeguard Confidential Information using the same degree of care that You use to protect Your own confidential information of like kind (but in no event less than a degree of reasonable care). You shall not use any Confidential Information for any purpose other than performance of Your obligations under this Data Access Agreement except as authorized by the Us in writing. You shall not transfer, display, convey, permit access to or otherwise disclose or make available Confidential Information to any person or entity except as authorized by the Us in writing.
- Mandatory Disclosure. You may disclose Confidential Information in response to a valid court order or as required by applicable law; provided however, that You (a) promptly notify Us of the required disclosure such that We will have a reasonable opportunity to obtain a protective order; (b) comply with Our directions with respect to such disclosure; and (c) cooperate with and assist Us in any attempt to limit or prevent the disclosure of the Confidential Information.
- Return of Confidential Information. Upon Our request or upon termination of this Data Access Agreement, You shall, at Your own expense, promptly return or destroy Confidential Information and, upon Our request, provide Us with certification of such destruction.
- Representations & Warranties. You represent and warrant that: (1) You have obtained all necessary rights and consents, including any consents from Customers, to perform Your obligations under this Data Access Agreement; (2) Your Application does not and will not infringe, misappropriate or otherwise violate the Intellectual Property Rights or privacy rights of any person; (3) You will not introduce any Harmful Code through Your use of the ATG API and the Data and Your Application does not contain any Harmful Code; (4) You have full power and authority to enter into this Data Access Agreement; (5) the execution and performance of this Data Access Agreement shall not conflict with, result in or constitute any breach of or default under any other agreement or obligation to which You are bound; and (6) You shall comply with all applicable laws.
- Disclaimers. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS DATA ACCESS AGREEMENT, THE ATG API AND THE DATA ARE PROVIDED “AS IS” AND WE, OUR AFFILIATES AND OUR RESPECTIVE SUBCONTRACTORS AND CUSTOMERS DISCLAIM ALL WARRANTIES, REPRESENTATIONS AND GUARANTEES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND WITHOUT LIMITING THE FOREGOING, SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE, OR THAT THE ATG API AND THE DATA WILL BE ERROR-FREE, SECURE, ACCURATE, COMPLETE, COMPATIBLE WITH ANY SOFTWARE OR SYSTEM, OR FREE FROM HARMFUL CODE.
- Open Source Software. The ATG API may contain Open Source Software governed by separate terms and conditions under the applicable Open Source Software license. You are solely responsible for Your compliance with such terms and conditions.
- Limitation of Liability.
- IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THIS DATA ACCESS AGREEMENT FOR ANY LOST PROFITS, REVENUES, PRODUCTIVITY, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WE AND OUR AFFILIATES SHALL HAVE NO LIABILITY ARISING OUT OF OR RELATED TO THIS DATA ACCESS AGREEMENT FOR ANY LOSS OF DATA.
- IN NO EVENT SHALL OUR AGGREGATE LIABILITY, TOGETHER WITH OUR AFFILIATES, ARISING OUT OF OR RELATED TO THIS DATA ACCESS AGREEMENT EXCEED THE LESSER OF (a) THE TOTAL AMOUNT PAID BY YOU HEREUNDER FOR ACCESS TO THE ATG API OR THE DATA UNDER THE APPLICABLE PROVIDER ORDER FORM GIVING RISE TO THE LIABILITY IN THE ONE (1) MONTH PRECEDING THE FIRST INCIDENT GIVING RISE TO THE CLAIM; (b) 25% OF THE TOTAL AMOUNT PAID BY YOU HEREUNDER FOR THE ATG API AND THE DATA UNDER THE APPLICABLE PROVIDER ORDER FORM; OR (c) $100. ANY CLAIM BY YOU ARISING OUT OF OR RELATING TO THIS DATA ACCESS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE FIRST INCIDENT GIVING RISE TO YOUR CLAIM.
- Term. This Data Access Agreement is effective upon Your acceptance and shall remain in effect until the expiration or termination of all Provider Order Forms, unless terminated earlier (“Term”).
- Termination. We may terminate this Data Access Agreement and any Provider Order Form, in whole or in part, for any reason at any time upon seven (7) days’ written notice to You. Termination of a Provider Order Form will not affect other Provider Order Forms. Upon the termination or expiration of this Data Access Agreement: (1) all Provider Order Forms and the rights and licenses granted therein shall terminate and You shall immediately cease all use of the ATG API and the Data; (2) You shall promptly, but in no event later than thirty (30) days, return or upon Our request, destroy and certify the destruction of all Confidential Information; and (3) You shall pay Us all outstanding Fees within thirty (30) days of such termination or expiration.
- Suspension. We may suspend Your access to or use of the ATG API or the Data at any time, for any reason, including if We reasonably believe that You have violated the terms of this Data Access Agreement, You are delinquent in Your payment of Fees, or You or Your employees, agents and subcontractors pose a risk to the security or operation of the ATG API, the Services or Our systems. We will notify You of the suspension and use commercially reasonable efforts to re-establish Your access or use once such violation has been cured to Our satisfaction.
- Third-Party Software. You acknowledge and agree that use of the ATG API may require use of third-party software. You are solely responsible for procuring licenses for Your use of any such third-party software.
- Data Protection and Privacy.
- Upon Our request or upon termination of the Agreement, You shall, at Your own expense, promptly destroy all Data, and, upon Our request, provide Us with certification of such destruction.
- You shall maintain appropriate security measures consistent with all applicable industry standards in connection with any of Your systems that access or use the ATG API, the Services or Our systems or that store the Data to ensure the security and confidentiality of the ATG API and the Data.
- Audit. We may audit Your use of the ATG API and the Data to determine whether Your use of the ATG API and the Data is in compliance with this Data Access Agreement and the applicable Provider Order Forms. You agree to cooperate with Our audit and provide reasonable assistance and access to information. Any such audit shall not unreasonably interfere with Your normal business operations. You agree to pay Us within thirty (30) days of written notification any Fees applicable to Your use of the ATG API and the Data in excess of Your rights. You agree that We shall not be responsible for any of Your costs incurred in cooperating with the audit.
- Order of Precedence. In the event of any conflict or inconsistency between the terms and conditions of this Data Access Agreement or any Provider Order Form, the following order of precedence will apply: (1) the applicable Provider Order Form, and (2) this Data Access Agreement.
- Assignment. You may not assign this Data Access Agreement or any Provider Order Form, in whole or in part, whether by operation of law or otherwise, without the Our prior written consent. We may assign this Data Access Agreement and any Provider Order Form, in whole or in part, without Your consent at any time. Any assignment in violation of this Section shall be null and void. Subject to the foregoing, this Data AccessAgreement will inure to the benefit of and be binding upon the Parties and their respective successors and assigns.
- Force Majeure. We shall not be liable or responsible to You, or considered in default or breach of this Data Access Agreement for any delay or failure to perform any obligation under this Data Access Agreement, where the delay or failure results from any cause beyond Our reasonable control, including but not limited to, acts of God, labor disputes or other industrial disturbances, disruption of supply, electrical or power outages, utilities or other telecommunications failures, earthquake, storms or other elements of nature, blockages, embargoes, riots, acts or orders of government, acts of terrorism or war (each, a “Force Majeure Event”). We and You will use reasonable efforts to mitigate the effect of a Force Majeure Event. A Force Majeure Event will not excuse Your obligations under Section 8.
- Export Laws. Export laws and regulations of the United States and other jurisdictions may apply to the ATG API and the Data. You agree that such export laws govern Your use of the ATG API and the Data, and You agree to comply with all such export laws and regulations (including “deemed export” and “deemed re-export” regulations).
- Compliance with Laws. You shall comply, and shall ensure that Your employees, agents and subcontractors comply, with all applicable international, federal, state, and local laws, rules, including applicable customer protection rules promulgated by applicable regulatory agencies, decrees, orders, regulations, by-laws, ordinances and codes in connection with this Data Access Agreement, including but not limited to, privacy laws, intellectual property laws, and anti-spam laws.
- Governing Law. This Data Access Agreement is governed by and shall be construed in accordance with laws of the State of Texas without giving effect to any choice or conflict of law provision or rule (whether of the State of Texas or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of Texas. The Parties mutually consent to the jurisdiction of the federal and state courts in Dallas County, Texas.
- Dispute Resolution. The Parties agree to attempt to resolve any disputes in good faith. Any dispute that arises out of or relates to this Data Access Agreement that cannot be resolved by the Parties shall be resolved by binding confidential arbitration, which shall be conducted in Dallas, Texas in accordance with the Commercial Arbitration Rules of the American Arbitration Association (“AAA”). The arbitration shall be conducted by a panel of three neutral arbitrators who are independent and disinterested with respect to the Parties, the Data Access Agreement, and the outcome of the arbitration. Each Party shall appoint one neutral arbitrator, and these two arbitrators so selected by the Parties shall then select the third arbitrator, and all arbitrators must have at least five (5) years’ experience in mediating or arbitrating cases regarding the same or substantially similar subject matter as the dispute between the Parties. The determination of the arbitrators shall be binding upon the Parties. Each Party shall bear its own costs and expenses in connection with the arbitration. Where permitted by applicable law, You agree that You may only bring Claims against Us in Your individual capacity and not as a plaintiff or class member in any purported class or representative capacity.
- Notice to Us shall be in writing and shall be deemed to have been given if delivered personally, or three days after mailing by certified mail (return receipt requested) or overnight carrier to:
Advanced Technology Group, Inc.
Attn: Legal Department
PO Box 600223
Dallas, Texas 75360-0223
- We may give You notice in writing delivered electronically (including by email to Your email address on record) or by facsimile, delivered to Your address on record or by posting a general notice on Our site or within the Services. You are responsible for keeping Your email address, telephone number and mailing address up to date.
- Notice to Us shall be in writing and shall be deemed to have been given if delivered personally, or three days after mailing by certified mail (return receipt requested) or overnight carrier to:
- Publicity. No information or communication relating to this Data Access Agreement will be released for publication, advertising or any other purpose without Our prior written approval. Unless authorized by Us in writing, You are expressly prohibited from using Our name, logos or any other trademarks or service marks in any advertisement or publication. Upon Our request, You agree to cooperate with Us in good faith to jointly issue a press release or other publication. You grant Us the right to include Your name and logo in any advertisement or publication.
- Modifications. We may make changes or updates to this Data Access Agreement from time to time in our sole discretion without notice or liability to You. The most current version of this Data Access Agreement will be made available at https://atgonline.com/api-data-access-agreement/.
- Waiver. A waiver by either Party of any breach of this Data Access Agreement, or the failure or delay of either Party to enforce any right under this Data Access Agreement, will not in any way affect, limit or waive that Party’s right to enforce and compel strict compliance with the same or other provisions.
- Relationship of the Parties. The relationship between the Parties is that of independent contractors. This Data Access Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the Parties, and neither Party shall have the authority to act as agent for, or to incur any obligations on behalf of the other Party.
- Severability. If any provision of this Data Access Agreement is held to be illegal, invalid or unenforceable, the provision will be deemed null and void, and the remaining provisions of this Data Access Agreement will remain in effect.
- Irreparable Harm. You acknowledge that We may have no adequate remedy at law if there is a breach or threatened breach of Sections 9.1or 14. Accordingly, We may seek injunctive or other equitable relief without requirement of a bond or notice to prevent or remedy such a breach in addition to any legal remedies available to Us. You shall not object to or defend against such action on the basis that monetary damages would provide an adequate remedy.
- No Third Party Beneficiaries. This Data Access Agreement is an agreement between the Parties, and there are no third-party beneficiaries under this Data Access Agreement.
- Headings. The Section headings in this Data Access Agreement are included for convenience only and shall not limit or otherwise affect the interpretation of any of the terms herein.
- Entire Agreement. This Data Access Agreement and any Provider Order Forms shall constitute the entire agreement between You and Us regarding Your use of the ATG API and the Data and shall supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.
- Survival. Sections 1and 4- 27shall survive the expiration or termination of this Data Access Agreement.
- Acknowledgment of Understanding. You agree and acknowledge that You have read and understood the terms and conditions of this Data Access Agreement.
You agree to indemnify, defend and hold harmless, Us, Our Affiliates, and each of Our and Our Affiliates’ respective officers, shareholders, directors, employees, agents, subcontractors, customers, and successors and assigns (each, an “ATG Indemnitee”) from and against any and all losses, damages, liabilities, judgments, awards, penalties, interest, fines, costs and fees or any other expenses of whatever kind (including reasonable attorneys’ fees) (“Losses”), incurred by an ATG Indemnitee as a result of any third-party claim, demand, suit, action, investigation, allegation or any other proceeding (“Claim”) made in connection with, arising out of or otherwise related to, directly or indirectly: (1) physical injury to or death of any person or damage to tangible property caused by Your act or omission; (2) Your breach of this Data Access Agreement; (3) any infringement, misappropriation or violation of any Intellectual Property Right or privacy right by Your Application or Your use of the ATG API or the Data other than as expressly permitted under this Data Access Agreement; (4) You or Your employees, agents and subcontractors’ failure to comply with any laws; (5) any dispute with a Customer; or (6) any Claim brought against an ATG Indemnitee by any of Your employees, agents or subcontractors.