API DEVELOPMENT LICENSE AGREEMENT
By clicking the "Accept" button, you ("Licensee") enter into this API Development License Agreement (the "Agreement") with Deere & Company, a corporation with offices located at One John Deere Place, Moline, IL 61265 ("Deere"), as of the date you click the button (the "Effective Date").
Licensee wishes to use one or more Deere APIs (as defined below) in connection with one or more identified software applications of Licensee to obtain information about Deere Services (as defined below), and to allow for the exchange of information between databases owned and/or operated by Deere and Licensee.
Deere is willing to grant Licensee a limited license to use the Licensed Materials (as defined below) in connection with the Licensee Applications (as defined below) solely for Licensee's internal use and development, subject to the terms and conditions of this Agreement.
In consideration of the mutual promises made in this Agreement, the parties hereby agree as follows:
1.1. Access Key means the confidential security key, password and/or other credential provided by Deere to Licensee for Licensee's access to and use of the Deere APIs. Access Keys may also be referred to as Client Keys or Customer Keys.
1.2. Claims has the meaning set forth in Section 13.
1.3. Confidential Information means and includes all information provided by Deere to Licensee under this Agreement, including without limitation, the Licensed Materials, Deere Content, Access Keys, and Developer Keys; provided, however, that Confidential Information shall not include any (i) information already known by Licensee without an obligation of confidentiality; (ii) information that is or becomes publicly known through no fault of the Licensee; (iii) information rightfully received by the Licensee from a third party who is under no obligation of confidence to Deere, or (iv) information that is independently developed by the Licensee without the use of any Confidential Information.
1.4. Deere means, individually and collectively, Deere & Company and its wholly owned subsidiaries.
1.5. Deere APIs means the Application Programming Interfaces owned or licensed by Deere to which Licensee is specifically provided access via the Developer Portal.
1.6. Deere Content means information stored in and retrieved from Deere databases, including, but not limited to, information related to Deere Customers and Deere Customers' use of the Deere Sites and/or Deere Services. Deere Content also includes any test or fictional data that Deere may create and provide to Licensee for use in Licensee's testing and development of Licensee Applications.
1.7. Deere Customer means owners and/or users of the Deere Services, and/or Deere Services dealers.
1.8. Deere Services means all equipment, products and services of Deere.
1.9. Deere Site means any or all of the sites designated by Deere from time to time during the Term, including those sites listed at the Developer Portal.
1.10. Deere System means the Deere APIs, Deere Content, Deere databases, and Deere Sites.
1.11. Deere User Agreement means the terms and policies on which Deere offers Deere Services to Deere Customers currently available through links on the homepages of John Deere Sites and incorporated herein by this reference.
1.12. Developer Key means a unique identification and password that permits Licensee to access and use the Licensed Materials.
1.13. Developer Portal means the web sites located at developer.deere.com, api.deere.com and any successor site(s) thereto designated by Deere.
1.14. Keys means the Access Keys and the Developer Keys.
1.15. Licensed Materials means one or more of the Deere APIs, and all other tools and information including digital keys, key sets, source code, object code, or other technology or documentation related to the Deere APIs made available to Licensee by Deere hereunder, including any updates or supplements thereto that Deere makes available under this Agreement.
1.16. Licensee Application means the software application, website or other interface that Licensee develops, owns or operates to interact with the Deere APIs.
1.17. Licensee Customers means users of the Licensee Applications, which may include Deere Customers.
1.18. Open Source Software has the meaning set forth in Section 4.4.
1.19. Pre-release Licensee Application means a Licensee Application that has not yet been released to any third party, including any Licensee Customer.
1.20. Production Agreement has the meaning set forth in Section 2.1.2.
1.21. Released Licensee Application means a Licensee Application that has been released to a third party, including any Licensee Customer.
1.22. Term has the meaning set forth in Section 14.1.
2.1. API License
2.1.1. API License. Subject to this Agreement, Deere hereby grants to Licensee a limited, non-exclusive, non-transferable, and non-sublicensable license during the Term to: (a) download, solely for Licensee's internal evaluation, the tools and other information Deere specifically provides to Licensee via the Developer Portal; (b) download and use the Licensed Materials to develop, reproduce and internally test Licensee Applications that interoperate with the Deere APIs, and to make calls to the Deere APIs through the Licensee Applications, solely to obtain Deere Content from, exchange data with, and/or write to, the Deere System; and (c) use and reproduce the Deere Content only as necessary to format and display it through the Licensee Applications during Licensee's internal development and testing.
2.1.2. Permitted Uses. Licensee's use of the Licensed Materials is permitted only for the purpose of developing the Licensee Applications to facilitate Licensee's internal testing and evaluation of the Deere System, Deere Services, and Licensee's Applications. If Licensee desires to release a Licensee Application that interoperates with the Deere APIs to a third party, including Licensee's customers, Licensee shall first execute a separate license agreement with Deere that permits Licensee to do so (the "Production Agreement").
2.1.3. Application Guidelines . Licensee agrees that Licensee is solely responsible for the Licensee Applications that Licensee develops and all Licensee Applications must comply with the requirements available at the Developer Portal in order for them to interface with the Deere System.
2.1.4. Access Keys. Deere will provide Licensee a Developer Key that permits Licensee to access and use the Licensed Materials and an Access Key that permits Licensee to call the Deere APIs through the Licensee Application. The Developer Key and Access Key are the property and Confidential Information of Deere and may be revoked if Licensee misuses or discloses them to any third party (other than as expressly permitted under this Agreement), if the Access Key is compromised for any reason, if Licensee violates any term of this Agreement, or if Deere terminates this Agreement. Licensee acknowledges and agrees that it shall be and remain responsible and liable for all its acts and omissions, including with respect to the Keys and Licensed Materials and for any breach of this Agreement.
2.1.5. API Call Limitations. Initially upon the Effective Date, the number and frequency of calls that Licensee's Applications may make to the Deere API during Licensee's internal testing and evaluation is not limited. However, Deere reserves the right, in its sole discretion, to limit the number or frequency of such calls at any time during the Term of this Agreement.
2.1.6. Restricted APIs . Deere may create and host other APIs that are not licensed to Licensee under this Agreement. Deere may, in its sole discretion, choose to offer to Licensee a license to such APIs under a separate license agreement.
2.2. Right to Accept this Agreement. If Licensee is an individual acting on behalf of a corporation, limited liability company or other entity or organization, Licensee must be duly authorized by such corporation, limited liability company or other entity or organization to enter into this Agreement. If Licensee does not have such authority, neither Licensee nor such corporation, limited liability company, or other entity has any rights under this Agreement, including any right to use the Licensed Materials. Deere reserves all rights and remedies under applicable law resulting from unauthorized execution of this Agreement and use of the Licensed Materials.
3.1. Using and Displaying Deere Content. Display of Deere Content is permitted only within the Licensee Applications. Licensee may access, use and display Deere Content only in accordance with the following requirements:
3.1.1. Licensee Representations. Licensee represents and warrants that (a) if Licensee uploads any content into the Deere System, Licensee has obtained all third party consents, approvals, licenses or permits necessary to add such content to the Deere System and (b) Licensee will not access any Deere Content on the Deere System that is in another Licensee or Deere Customer account.
3.2. Deletion or Modification of Content . Deere may update, delete, refresh or otherwise modify the Deere Content and/or any content uploaded by Licensee to the Deere System at any time in Deere's sole discretion.
4.1. Licensee may not use or access (nor facilitate or enable others to use or access) the Licensed Materials or Deere Content in any way not expressly permitted under this Agreement. Without limiting the generality of the foregoing, Licensee will not:
(a) provide access or linking to the Licensed Materials or Deere Content from any location or source other than the Licensee Applications;
(b) disclose or distribute, or enable or permit the disclosure or distribution of, Deere Content;
(c) commercialize (that is, sell, rent, trade, lease or license), copy or store the Deere Content;
(d) use the Licensed Materials or Deere Content in any "service bureau" or "timesharing" arrangement;
(e) use robots, spiders, scraping or other technology to access or use the Deere System or any Deere Services to obtain any information beyond what Deere provides to Licensee under this Agreement;
(f) intentionally or knowingly transmit any viruses, worms, defects, Trojan horses, or any items of a destructive nature through the Licensee Application or using the Licensed Materials;
(g) create a Licensee Application that, when used in accordance with its operating instructions or as otherwise directed by Licensee, violates any Deere User Agreement or applicable law;
(h) use the Deere API in a manner that is inconsistent with the terms of this Agreement or any part of the Licensed Materials documentation available at the Developer Portal;
(i) distribute, facilitate, enable or provide access or linking to the Licensed Materials for any unlawful purpose or in any manner previously prohibited by Deere via a general notice or specific communication to Licensee;
(k) provide any data or information to Deere unless Licensee represents and warrants that it is accurate and Licensee has all rights necessary to provide such data or information to Deere, and for Deere to use it; or
(l) permit, facilitate or enable any third party to do any of the foregoing.
4.2. Other Limitations . Except as expressly provided otherwise in this Agreement, Licensee agrees not to: (a) decompile, disassemble, reverse engineer, or otherwise reduce the object code portions included in the Licensed Materials; (b) remove from any part of the Licensed Materials any notice of proprietary rights or any disclaimer; (c) disclose, sell, license, sublicense, rent, or otherwise transfer the Licensed Materials without the written permission of Deere; (d) copy or modify the Licensed Materials or the Deere Content, merge them with other software or documentation, or create derivative works based in whole or in part, except for development of the Licensee Applications in accordance with this Agreement; and (e) provide the capability in the Licensee Applications, or otherwise, for any third party to accomplish any of the actions described in (a) through (d), above.
4.3. U.S. Government Restricted Rights. The Deere API is "commercial computer software" and any associated documentation is "commercial computer software documentation" pursuant to the DFAR Section 227.202 and FAR Section 12.212, as applicable. Any use, modification, reproduction, release, performance, display or disclosure of the Deere API or such documentation by the United States Government shall be governed solely by the terms of this Agreement.
4.4. Open Source Software. Licensee agrees that, without Deere's prior written consent, it will not modify or use the Licensee Applications with any Open Source Software in a manner that would require the redistribution of the Licensed Materials or any other Deere software or intellectual property. For the purpose of this obligation, the term "Open Source Software" means:
(i) any software (in source or object code form) licensed from a third party under (A) a license commonly referred to as an open source, free software, copyleft or community source code license (including but not limited to any library or code licensed under the GNU General Public License, GNU Lesser General Public License, Apache Software License, or any other public source code license arrangement), or (B) any license that requires as a condition of use, modification and/or distribution of software subject to such license, that such software or other software combined or distributed with such software be:
(1) disclosed, distributed, made available, offered, licensed or delivered in source code form,
(2) licensed for the purpose of making derivative works,
(3) licensed under terms that allow reverse engineering, reverse assembly, or disassembly of any kind, or
(4) redistributable at no charge; and/or
(ii) any software that contains, is derived in any manner (in whole or in part) from, or statically or dynamically links to any software specified under (i).
4.5. Compliance with Laws. At all times, the Licensee Applications and Licensee's use of the Licensed Materials and Deere Content will comply with all applicable laws, rules, regulations, including all applicable laws, rules, regulations and best practices concerning privacy and data security, and laws regulating the export of data and technology. In the event Licensee breaches any of its obligations under this Section 4, Deere reserves the right to revoke Licensee's Access Keys without notice to Licensee and to take any other action available to Deere under law or contract.
5.1. Deere. For Pre-release Licensee Applications, Deere will provide (a) online self-help documentation via a Deere Site, and (b) direct support of Licensee via online forum assistance, a support ticket system via a Deere Site, or phone support during normal Deere business days and hours (Monday - Friday 8:00 AM - 5:00 PM CST, excluding statutory or other Deere holidays). If the parties execute a Production Agreement and Licensee is in compliance with the terms of that Production Agreement, Deere will transition Licensee from Pre-release Licensee Application support to Released Licensee Application support. Deere will provide transition documentation defining the steps of the transition process to Licensee.
5.2. Licensee. If Deere becomes aware of any error or defect in, or other problem related to, a Deere Site, Deere Services or any Deere Content that may be the result of a Licensee Application, Licensee agrees to cooperate with Deere, at its sole expense, to determine whether or not such error is as a result of a Licensee Application. If such error or defect is determined by Deere to be caused by a Licensee Application, Licensee shall take commercially reasonable efforts to promptly resolve such error, defect or problem. Licensee agrees to provide Deere with regular updates regarding the resolution of all such errors, defects or problems. If Licensee discovers an error, defect or other problem related to the Licensed Materials or any Deere Site or is made aware of an error, defect or other problem related to the Licensed Materials or Deere Site, Licensee will notify Deere via the Developer Portal.
8.1. Ownership. As between Deere and Licensee: (i) Deere retains all rights, title and interest in and to all of the Keys, Licensed Materials, Deere Sites and Deere Services, including all intellectual property rights embodied therein or associated therewith, and any derivative works created therefrom; and (ii) Licensee retains all rights, title and interest in and to the Licensee Applications including all intellectual property rights embodied therein or associated therewith, excluding the aforementioned rights in clause (i) above owned by or licensed to Deere. There are no implied licenses under this Agreement, and any rights not expressly granted to Licensee hereunder are reserved by Deere or its licensors. Licensee will not take any action inconsistent with Deere's ownership of the Licensed Materials, Deere Sites and/or Deere Services. Licensee will not take any action inconsistent with any rights in the Deere Content held by Deere, Licensee Customers, Deere Customers, or any other party.
8.2. Prohibition of Use of Deere Name and Trademarks . Nothing in this Agreement shall be construed as a general license from Deere to Licensee to use the name of Deere or any of its Affiliates or any derivations, trademarks, trade dress, logos or the equivalent thereof in advertising or sales materials or in any other manner whatsoever. During the Term:
(a) Licensee is not allowed to make any statement or representation whatsoever regarding Deere's opinion of Licensee's company, products or services or the Licensee Applications, without Deere's prior express written approval; and
(b) If Deere provides prior approval for the use of its name or logo, Deere further reserves the right to revoke the use of its names or logos at any time.
8.3. Competitive or Similar Materials. In no event will Deere be precluded from discussing, reviewing, developing for Deere, having developed, acquiring, licensing or developing for third parties, as well as marketing and distributing, materials which are competitive with or similar to the Licensee Applications or other products or services provided by Licensee.
14.1. Term. This Agreement shall commence on the Effective Date and shall continue until terminated in accordance with the terms of this Agreement.
14.2. Termination. This Agreement may be terminated by either party, in its sole discretion, upon notice to the other party. Without limiting other remedies, Deere may limit, suspend or terminate Licensee's use of the Licensed Materials or access to the Deere System at any time if Deere believes that Licensee is in breach of this Agreement. Deere may, in its sole discretion and without notice to Licensee, remove Licensee's access to any particular API without terminating the entire Agreement.
14.3. Effect of Termination. Upon the termination or expiration of this Agreement, Licensee's Access Keys and Developer Keys will be revoked, and all licenses granted hereunder will terminate. Licensee will destroy all Licensed Materials within ten (10) days of termination and provide written proof of destruction of same to Deere upon request.
14.4. Survival. This Section 14.4 and the following Sections will survive any termination or expiration of this Agreement:  Definitions,  John Deere Content,  Restricted Activities, [5.2] Support Services - Licensee,  Ownership and Trademarks,  Disclaimer of Warranties,  Limitation of Liability,  Indemnification, [14.3] Effect of Termination,  Confidentiality, and  Miscellaneous.
16.1. Assignment . Except as otherwise expressly provided herein, neither this Agreement, nor any rights granted hereunder may be assigned, transferred, conveyed, or encumbered, whether voluntarily or by operation of law, by Licensee without the prior written consent of Deere (which may be granted or withheld in Deere's sole and absolute discretion), and any attempt to do so will be deemed null and void.
16.2. Binding Effect. This Agreement will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.
16.3. Governing Law; Venue . The laws of the State of Illinois (without giving effect to its conflicts of law principles and without regard to the Uniform Computer Information Transactions Act (UCITA) or any version or revision of UCITA) govern all matters arising out of or relating to this Agreement, including, without limitation, its validity, interpretation, construction, performance and enforcement. The provisions of the United Nations Convention on Contracts for the International Sale of Goods do not apply to this Agreement. The parties consent to the exclusive jurisdiction of, and venue in, any federal or state court of competent jurisdiction located in Illinois for the purposes of adjudicating any matter arising out of or relating to this Agreement. IF LICENSEE RESIDES IN A JURISDICTION WHEREIN THE ENFORCEABILITY OF THE TERMS OF THIS SECTION IS DEPENDENT UPON THE PARTIES AGREEING TO SUBMIT TO ARBITRATION, THEN ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE DETERMINED BY ARBITRATION IN ACCORDANCE WITH THE INTERNATIONAL ARBITRATION RULES OF THE INTERNATIONAL CENTRE FOR DISPUTE RESOLUTION ("ICDR") IN EFFECT AT THE TIME OF ITS INITIATION. THE ARBITRATION SHALL BE HELD BEFORE ONLY ONE ARBITRATOR APPOINTED BY THE ICDR. THE PLACE OF ARBITRATION SHALL BE CHICAGO, ILLINOIS, USA AND THE LANGUAGE OF THE ARBITRATION SHALL BE ENGLISH.
16.4. No Waiver. The failure of a party to enforce a provision, exercise a right or pursue a default of this Agreement shall not be considered a waiver. The express waiver of a provision must be in writing and is to be effective only in the specific instance, and as to the specific purpose, for which it was given. Unless stated otherwise, all remedies provided for in this Agreement are to be cumulative and in addition to, and not in lieu of, any other remedies available to either party at law, in equity or otherwise.
16.5. Severability . If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement remain in full force and effect so long as the essential terms and conditions of this Agreement reflect the original intent of the parties and remain valid, legal and enforceable.
16.6. Language . Unless otherwise agreed in writing by authorized representatives of both parties, the English language is to be used exclusively by the parties for this Agreement and all documents relating to this Agreement.
16.7. Section Headings and Captions. The section headings and captions contained in this Agreement are for convenience only and do not affect the construction or interpretation of any provision of this Agreement.
16.8. Injunctive Relief . Licensee agrees that money damages may not be a sufficient remedy for breach of this Agreement by Licensee and that Deere is entitled to seek injunctive relief without proof of actual damages. In addition, Deere may seek other appropriate relief, including monetary damages.
16.9. Entire Agreement; Amendment. This Agreement, including all Exhibits hereto, constitutes the complete and exclusive statement of the Agreement between Licensee and Deere and supersedes all prior oral or written proposals, prior agreements and other prior communications between the parties, concerning the subject matter of this Agreement. No amendment, waiver or modification of this Agreement by Licensee is binding unless it is in a writing that explicitly references this Agreement and is signed by an authorized representative of Deere. If Licensee executes, has executed, or is subject to an executed Production Agreement having terms that conflict with one or more terms in this Agreement, the terms of the Production Agreement shall prevail.
16.10. Export Compliance. Licensee acknowledges that the technology, information and materials provided by Deere to Licensee hereunder may be subject to the export and foreign trade control laws and regulations of the United States, including, without limitation, the U.S. Commerce Department's Export Administration Regulations and regulations of the U.S. Treasury Department's Office of Foreign Assets Control, that potentially restrict or impose prior licensing requirements for the transfer or disclosure of the technology, information or materials to other parties, which are hereby incorporated by reference as appropriate. If such technology, information and materials are subject to such laws, Licensee hereby represents and warrants that it shall comply with all U.S. export and foreign trade control laws and regulations.
API Security Standards
Licensee will comply with the following API security standards ("Security Standards"):
2.1. Audit after a Security Breach Incident. For purposes of these Security Standards, a "Security Breach" is defined as a breach of security of Licensee's Application, facility, systems or site where Deere Content has been accessed or acquired by an unauthorized person. In the event of a Security Breach, Deere may suspend or terminate Licensee's access to the Deere API and/or Licensed Materials and Deere Content and Deere may conduct a security audit.
2.2. Audit Results. Deere will provide Licensee with the results of any security audit performed by Deere pursuant to these Security Standards.
3.1. Notification and Timing. Notwithstanding any other legal obligations Licensee may have, Licensee agrees to immediately notify Deere in writing upon Licensee's discovery of a Security Breach or of any transmission defined in Section 4.1.(f) of the Agreement. Licensee agrees to notify Deere of Licensee's detection of a Security Breach or of any transmission defined in Section 4.1.(f) of the Agreement no more than twenty-four (24) hours after its detection.
3.2. Notification Format . Licensee's notification of a Security Breach in accordance with the requirements set forth above will take the form of an email to firstname.lastname@example.org. Such notification email will include: a problem statement, expected resolution time (if known), and the name and phone number of Licensee's representative that Deere can contact to obtain incident updates.