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API License Agreement

Last updated: August 14, 2018

API LICENSE AGREEMENT

This API License Agreement(the “API License”) is between Advanced Technology Group, Inc. (“ATG”, “We”, “Us” or “Our”) and the entity identified in the applicable Order Form (“You” or “Your”).  ATG and You are each a “Party” and together are the “Parties” to this API License.

The terms the Master Customer Agreement (“Agreement”), available at http://legal.atgonline.comare incorporated into and made a part of this API License.  Capitalized terms used in this API License and not otherwise defined herein will have the meaning given to them in the Agreement.

In the event of any conflict or inconsistency between the terms and conditions of this API License, the Agreement or any Order Form, the following order of precedence will apply: (1) the applicable Order Form, (2) this API License, and (3) the Agreement.

This API License sets forth the additional terms and conditions that governs Our use of Your Content.

  1. Definitions.
    1. “Service Provider” means any third party service provider that may provide services to Our customers or in support of the Services.
    2. “Your Content” means any information, data, material or other content that You or Your Authorized Users upload, transmit or otherwise provide to Us.
  2. License Grant. Subject to the terms and conditions of this API License and the Agreement, You grant Us a non-exclusive, transferable and sublicensable worldwide right and license to access, use, store, copy, configure, perform, display and transmit any of Your Content to any Service Provider for purposes of such Service Provider providing services to You.
  3. Disclaimer. We shall not be responsible or liable, and hereby disclaim all responsibility or liability for any acts or omissions of any Service Provider, including but not limited to:
    1. Any loss or misuse, or accidental, inadvertent, unauthorized or unlawful destruction, alteration, disclosure of, access to, corruption, sale or rental or other processing of Your Content by such Service Provider; or
    2. Any intentional or willful misconduct, fraud, negligence or misrepresentation by such Service Provider.
  4. Term.The term of this API License shall be coterminous with the term of the Agreement.  Sections1and 3shall survive the expiration or termination of this API License.