Canopeo API License Agreement

CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS BEFORE CLICKING THE 'I AGREE' BUTTON, CREATING AN ACCOUNT, ACCESSING, OR USING THE API, THEREBY SIGNIFYING YOUR ACCEPTANCE OF THE TERMS THAT FOLLOW ON BEHALF OF YOURSELF AND, IF APPLICABLE, ON BEHALF OF YOUR EMPLOYER AND/OR YOUR COMPANY.

CANOPEO™ API LICENSE AGREEMENT

This Canopeo™ API License Agreement (this "API License Agreement") is by and between the Board of Regents for the Oklahoma Agricultural and Mechanical Colleges, acting for and on behalf of Oklahoma State University, an institution of higher education located in Stillwater, Oklahoma ("Licensor"), and the individual or Organization accepting this API License Agreement ("Licensee"). Licensor and Licensee may be referred to herein collectively as the "Parties" or individually as a "Party."

BY CLICKING THE 'I AGREE' BUTTON, CREATING AN ACCOUNT, ACCESSING, OR USING THE API, LICENSEE ACCEPTS AND AGREES TO BE BOUND BY THIS API LICENSE AGREEMENT. IF THE INDIVIDUAL ACCEPTING THIS API LICENSE AGREEMENT IS ENTERING INTO THIS API LICENSE AGREEMENT ON BEHALF OF AN ORGANIZATION, SUCH INDIVIDUAL REPRESENTS AND WARRANTS THAT SUCH INDIVIDUAL HAS THE FULL RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS API LICENSE AGREEMENT ON BEHALF OF SUCH ORGANIZATION AND TO BIND SUCH ORGANIZATION TO THE TERMS AND CONDITIONS OF THIS API LICENSE AGREEMENT.

WHEREAS, Licensor desires to license the API to Licensee; and

WHEREAS, Licensee desires to obtain a license from Licensor to the API, subject to the terms and conditions of this API License Agreement.

NOW THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

DEFINITIONS

“Anonymized Data.” Data provided by Licensee which is either entered using the API or used by the API, from which all information that would identify Licensee as the owner or that could tie the data to Licensee has been removed.

“API.” The application programming interface and any associated tools, documents, source code, executable applications, web-based components, and other materials made available to Licensee by Licensor under this API License Agreement. Unless otherwise agreed to by the Parties, this API License Agreement shall also extend to any future upgrades, updates, or revisions of or to the API provided by Licensor to Licensee.

“Application.” The software application, website or other interface that Licensee develop, own, use, or operate to interact with the API.

“Canopeo™.” The software suite developed to accurately determine percent canopy cover of live green vegetation for any agricultural crop or turf.

“Content.” All of the information, data, images, and other material sent to and retrieved from the API. Content does not include information that Licensee obtains independent of API.

“Effective Date.” The date on which Licensee first clicks the “I Agree” button, creates an account, accesses, or uses the API, whichever occurs first.

“License.” The limited, revocable, non-exclusive, nontransferable, and non-sublicensable license granted to Licensee pursuant to this API License Agreement and subject to the Service Plan selected by Licensee.

“Organization.” A company or other non-human legal entity.

“Service Plan.” The API access tier, subscription plan, or similar offering selected by Licensee at the time of purchase or enrollment, including the associated features, permitted usage, restrictions, and fees presented by Licensor at such time.

“Licensee” or “Licensee’s.” The individual or Organization that accepts this API License Agreement and, as applicable based on the context, those employees, contractors, agents, or representatives authorized by such individual or Organization to use the API on its behalf.

LICENSE GRANT

License Grant. Upon acceptance of this API License Agreement, timely payment in full of the applicable fees for the selected Service Plan, and subject to and conditioned on Licensee’s compliance with all terms and conditions set forth in this API License Agreement, Licensor hereby grants Licensee a limited, revocable, non-exclusive, nontransferable, and non-sublicensable License of the API, during the Term to a) use and make calls to the API to develop, implement, and support Licensee’s Application, and b) to display the Content received from the API within the Application. All other uses of the API are strictly prohibited.

Reservation of Rights. Licensor reserves all rights not expressly granted to Licensee in this API License Agreement. Except for the limited rights and licenses expressly granted under this API License Agreement, nothing in this API License Agreement grants to Licensee or any third Party, by implication, waiver, estoppel, or otherwise, any intellectual property rights or other right, title, or interest in or to the API.

FEES AND SERVICE PLANS

Fees. Licensee shall pay Licensor the fees ("Fees") applicable to the Service Plan selected by Licensee, as such Fees are presented at the time of purchase, enrollment, renewal, or on the applicable Licensor website, order page, or invoice, without offset or deduction. Licensee shall make all payments hereunder in US dollars on or before the due date set forth at the time of purchase, renewal, or on the applicable invoice. If Licensee fails to make any payment when due, in addition to all other remedies that may be available: (i) Licensor may charge interest on the past due amount at the rate of 1.5% per month; and (ii) Licensee shall reimburse Licensor for all reasonable costs incurred by Licensor in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees.

Taxes. All Fees and other amounts payable by Licensee under this API License Agreement are exclusive of taxes and similar assessments. Licensee is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Licensee hereunder, other than any taxes imposed on Licensor’s income.

Service Plans; Usage Limits. Access to and use of the API is provided under Service Plans made available by Licensor. Each Service Plan may include specific usage limits, features, functionality, restrictions, and pricing, as presented to Licensee at the time of purchase, enrollment, renewal, or on the applicable Licensor website, order page, or invoice. Licensee agrees to use the API only in accordance with the Service Plan selected by Licensee. Licensee shall not exceed, attempt to exceed, circumvent, or otherwise avoid any usage limits, restrictions, or technical controls associated with the applicable Service Plan.

No Additional Usage Rights. Licensee has no right to exceed the usage limits of its applicable Service Plan. Licensor may monitor Licensee’s usage and may enforce Service Plan limits through technical means, including without limitation rate limiting, throttling, suspension, restriction, or termination of access. Licensee shall not create multiple accounts or use any other method to avoid Service Plan limitations, restrictions, or technical controls. Unless otherwise expressly made available by Licensor in writing or through the applicable Service Plan terms at the time of purchase or renewal, Licensee shall have no right to any overage, excess usage, or additional usage beyond the limits of the selected Service Plan.

Changes to Fees or Service Plans. Licensor may modify, replace, discontinue, or make changes to any Service Plan, including associated Fees, features, functionality, or usage limits; provided, however, that any such changes shall apply only to future purchases or renewal periods unless otherwise required by applicable law or agreed by the Parties in writing.

RESTRICTIONS

Licensee hereby expressly agrees that Licensee will not modify, adapt, translate, reverse engineer, or create derivative works of and/or based upon the API and its associated tools and documents, nor shall Licensee permit or assist others in doing the same. Any violation of this restriction by Licensee will automatically, and without notice to Licensee, terminate the applicable License Grant and terminate Licensee’s access to the API.

Licensee agrees that Licensee will not transfer, sell, lease, sublicense, or lend the API to any third Party, encumber the API in any other manner, or permit any third Party to access the API, whether directly or through any service bureau facility, time-sharing system, website, intranet or remote access method. Any violation of this restriction by Licensee will automatically, and without notice to Licensee, terminate the applicable License Grant and terminate Licensee’s access to the API. For clarity, Licensee may permit authorized users of Licensee's Application to access functionality made available through the Application, provided such users are not granted direct access to the API, API credentials, source code, or API documentation.

Licensee agrees that Licensee will not assign, sublicense, transfer, pledge, lease, rent, loan, encumber, or share Licensee’s rights under this API License Agreement. Any such assignment, sublicense, transfer, pledge, lease, rent, loan, encumbrance, or sharing of Licensee’s rights under this API License Agreement except as provided herein will automatically, and without notice to Licensee, terminate the applicable License Grant and terminate Licensee’s access to the API.

Notwithstanding any rights expressly granted hereunder, Licensee shall not use or access (nor facilitate or enable others to use or access) API or API services, including any Licensor property of any sort, in any way which may, directly or indirectly, undermine Licensor’s business interests without Licensor’s prior written consent. For example, Licensee will not, and Licensee will not facilitate or enable others to:

Distribute, publish, or allow access or linking to API or API services including the API, from any location or source other than Licensee’s Application.

Enable or permit the disclosure of Content other than as authorized hereunder.

Use Content to determine or verify other Licensor user identities or user profiles.

Use Content with the intent to design, build, promote or augment any service competitive to Licensor’s API services.

Display Content relating to the performance of any Licensor API service relative to the performance of any third-Party service.

Sell, rent, trade, distribute, lease (or otherwise commercialize), copy, store or modify Content, other than for the purposes allowed hereunder.

In any manner contact, affect, or impact other Licensor users.

Collect, use and/or otherwise process personal information of any Licensor user other than as provided hereunder.

Modify, decompile, reverse engineer or otherwise alter Content.

Use the API in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any applicable law, regulation, Licensor policy, Licensor procedure, or the usage limits, restrictions, or technical controls associated with the applicable Service Plan (collectively "Regulations"), such Regulations being wholly incorporated herein by this reference.

Knowingly create an Application that may be used to violate the terms of this API License Agreement or any Regulations.

Have Licensee’s Application or Licensee’s use of Licensor API services, to any degree: (i) be false, inaccurate or misleading; (ii) infringe on any third Party’s copyright, patent, trademark, trade secret or other property rights or rights of publicity or privacy; (iii) violate any law, statute, ordinance, contract, regulation or generally accepted practice in all relevant jurisdictions (including without limitation those governing trade and export, financial services, consumer protection, unfair competition, antidiscrimination or false advertising); (iv) be defamatory, trade libelous, threatening or harassing; (v) contain or distribute any malware or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system or data; or (vi) create liability for Licensor or cause Licensor to lose (in whole or in part) the services of Licensor’s ISPs or other suppliers.

Have Licensee’s Application introduce to Licensor API services or any third Party systems, any information, code or other content that (i) is illegal; (ii) is abusive; (iii) is harmful to or interferes with Licensor Services or systems of any other entity, or the use thereof; (iv) infringes, misappropriates or otherwise violates the intellectual property, privacy or other proprietary rights of any Party, including Licensor; (v) creates a security risk or vulnerability; or (vi) attempts to do any of the foregoing.

Provide any inaccurate data or information to Licensor, or provide data or information to Licensor without having all of the rights necessary to provide such data or information to Licensor and for Licensor to use it.

Misrepresent or mask Licensee’s identity in providing information as part of the registration process or as part of Licensee’s continuing use of the API or during the application check process.

NOTIFICATION OF API INTELLECTUAL PROPERTY RIGHTS

THE API IS A PROPRIETARY PRODUCT OF LICENSOR AND IS PROTECTED BY U.S. INTELLECTUAL PROPERTY LAWS INCLUDING WITHOUT LIMITATION TRADEMARK AND COPYRIGHT LAWS AND INTERNATIONAL TREATY. LICENSEE MAY USE THE API ONLY IN ACCORDANCE WITH THE TERMS AND PROVISIONS PROVIDED HEREIN. LICENSEE MAY NOT OTHERWISE COPY, DISTRIBUTE, REVERSE ENGINEER, DECOMPILE, DISASSEMBLE, OR MAKE DERIVATIVE WORKS FROM THE API AND/OR ITS ASSOCIATED TOOLS AND DOCUMENTS UNLESS SPECIFICALLY PERMITTED IN WRITING BY LICENSOR. LICENSEE MAY MAKE A COPY OF THE DOCUMENTATION SOLELY FOR ITS INTERNAL USE IN CONNECTION WITH ITS AUTHORIZED USE OF THE API. DISTRIBUTION OF ANY MATERIALS LICENSED HEREIN NOT EXPRESSLY AUTHORIZED VIA THIS API LICENSE AGREEMENT IS ABSOLUTELY PROHIBITED.

THE API IS LICENSED “AS IS” AND LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES, EITHER EXPRESS OR IMPLIED, AS TO ANY MATTER, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, THE ABSENCE OF LATENT OR OTHER DEFECTS, WHETHER OR NOT DISCOVERABLE, OR THE OUTCOMES OBTAINED FROM THE USE OF THE API. IN NO EVENT SHALL LICENSOR BE LIABLE FOR INDIRECT, SPECIAL, OR CONSEQUENTIAL DAMAGES OR ECONOMIC DAMAGE, LOST PROFITS OR SAVINGS, EVEN IF LICENSOR HAS BEEN ADVISED OR HAS OTHER REASON TO KNOW, OR IN FACT DOES KNOW, OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY THIRD PARTY.

EXPORT CONTROL

Licensee agrees to comply with all applicable laws and regulations regarding online conduct and acceptable content. Specifically, Licensee agrees (1) Licensee’s data may be transferred and/or processed outside the jurisdiction in which Licensee resides, and (2) that Licensee will comply with all applicable laws and regulations regarding the transmission of technical data exported from the United States or the jurisdiction from which Licensee accesses the API.

LICENSOR’S RIGHTS

Licensee acknowledges and agrees that the API is the proprietary property of Licensor and is protected under applicable intellectual property laws of the United States and foreign jurisdictions, including, without limitation, applicable copyright, patent, trademark, and/or trade secret laws. Licensee further acknowledges and agrees that all rights, titles, and interests in and to the API, including intellectual property rights associated therewith, is and shall at all times remain with Licensor, if applicable. This API License Agreement does not convey to Licensee any interest in or to the API, but only a limited and revocable right of use in accordance with the terms of this API License Agreement.

As between the Parties hereto, proprietary data entered by Licensee in the course of using the API shall at all times be deemed solely owned by Licensee. However, Licensor shall have and Licensee hereby grants to Licensor a perpetual, non-exclusive, worldwide right and license to, by way of example only and not by way of limitation, use of Licensee’s Anonymized Data for research, education, and publication and to use Licensee’s Anonymized Data to improve the reliability, functionality, or performance of the API and its associated tools including any component of it.

By accessing, using, and providing information to or through the API, Licensee consents to all actions taken by Licensor with respect to Licensee’s information in compliance with the then-current version of Licensor’s privacy policy and data protection requirements. Licensor may, at its sole discretion, share anonymous aggregate, statistical or numerical data that is derived from Licensee’s Anonymized Data with third-Parties. Licensor may not share identifying information associated with Licensee’s data with third Parties without Licensee’s consent.

Licensee hereby acknowledges that Licensee is solely responsible for backing up Licensee’s data that is stored on Licensor’s servers, and Licensee hereby acknowledges and accepts the possibility and all consequences of loss or corruption of any data that is stored on Licensor’s servers.

LICENSEE ACKNOWLEDGES THAT THERE ARE RISKS INHERENT IN THE USE OF THE API, HARDWARE, AND INTERNET CONNECTIVITY THAT MAY RESULT IN INTERRUPTIONS OR ERRORS IN THE SERVICE, LOSS OF PRIVACY, CONFIDENTIALITY, INFORMATION, OR PROPERTY, AS WELL AS OTHER LOSSES, DAMAGES OR ADVERSE OCCURRENCES, REGARDLESS OF THE MEASURES TAKEN TO AVOID SUCH OCCURRENCES.

LICENSEE’S ACCOUNT

Licensee will be given an account, API credentials, and/or password that will allow Licensee access to the API. Licensee is responsible for maintaining the confidentiality of Licensee’s account credentials and for requiring Licensee’s employees, contractors, agents, and representatives authorized to use the API on Licensee’s behalf to do the same. No account credential, password, token, key, or similar means of access may be made accessible to, or transferred to, any third Party without the prior written consent of Licensor; consent may be withheld by Licensor in its sole discretion for any reason. Licensee agrees to make every reasonable effort to safeguard Licensee’s accounts and credentials against unauthorized use. Licensee further agrees to accept full responsibility for all activities that occur under Licensee’s accounts.

Licensee hereby expressly represents and warrants that use of the API (including, without limitation, access to tools and documents via the applicable website/Uniform Resource Locator (URL) associated with the API) by Licensee or any person using the API on Licensee’s behalf will not adversely impact the speed, security or integrity of the API or circumvent or render ineffective Licensor’s technological measures or any other measures used to protect and control the API and its respective data. Licensee hereby acknowledges and agrees that Licensor may, in its sole discretion, apply a monthly data transmittal, processing, re-processing and/or consumption threshold, rate limit, usage threshold, or other restrictive measures to Licensee’s accounts in accordance with the applicable Service Plan or as otherwise necessary to preserve and protect the speed, security, and integrity of the API for all of its users. Notice of such restrictive measures may be specified by communicating it to Licensee via Licensee’s registered email and/or posted to the API website and will become effective immediately.

Licensor is not obligated to ensure that data residing on Licensor’s server and removed or deleted by Licensee is recoverable. Licensor is under no obligation, either express or implied, to provide recovery services with respect to Licensee’s data residing on Licensor’s server following any breach of this API License Agreement by Licensee or in the event that actions by Licensee resulted in the removal or deletion of such data.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT ALLOWABLE UNDER APPLICABLE LAW, (A) IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE WITH RESPECT TO THIS API LICENSE AGREEMENT, INCLUDING LICENSEE’S USE OF THE API; AND (B) IN NO EVENT SHALL LICENSOR BE LIABLE TO LICENSEE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATING TO THIS API LICENSE AGREEMENT OR THE USE OF OR INABILITY TO USE THE API, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OR CORRUPTION OF DATA OR FAILURE OR MALFUNCTION OF LICENSEE’S COMPUTING DEVICE. LICENSEE HEREBY EXPRESSLY ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT LICENSEE’S SOLE REMEDY UNDER THIS AGREEMENT IS TO CEASE USE OF THE API. In the event of any failure of the API to conform to a warranty to which Licensee is entitled by applicable law, Licensee may notify Licensor, and Licensor will refund Licensee the Fees actually paid by Licensee for the then-current Service Plan period applicable to Licensee’s access to the API. To the maximum extent permitted by applicable law, THERE ARE NO OTHER WARRANTY OBLIGATIONS WHATSOEVER WITH RESPECT TO THE API, AND ANY OTHER CLAIMS, LOSSES, LIABILITIES, DAMAGES, COSTS OR EXPENSES ATTRIBUTABLE TO ANY FAILURE TO CONFORM TO SUCH WARRANTY WILL BE LICENSEE’S SOLE RESPONSIBILITY.

Under no circumstances shall Licensor be responsible for Licensee’s error including, but not limited to, erroneous data input, misuse of the API, incorrect interpretation of data, or missing data.

PROPRIETARY INFORMATION

The API, API documentation, API Credentials, and non-public technical information related to the API constitute proprietary information and/or the intellectual property (including, without limitation, trade secrets) of Licensor and, if applicable, third Party contributor(s). For clarity, Licensee retains ownership of its proprietary data as provided in this Agreement. Licensee agrees to keep API and all related materials and information supplied by Licensor confidential.

Licensee expressly represents and warrants that Licensee will not disclose, use, modify, reverse engineer, copy, and/or reproduce the API or any of the information or materials supplied by Licensor, except in accordance with this API License Agreement or after first obtaining the written permission of Licensor.

Licensee specifically agrees to prevent its employees, contractors, agents, attorneys, and representatives from disclosing such proprietary information. In the event of any disclosure by said persons, Licensor shall be held harmless, and shall be protected and indemnified by Licensee.

These non-disclosure provisions of this API License Agreement shall continue beyond the Term of this API License Agreement and shall be binding and enforceable even after termination of this API License Agreement for any reason.

To the extent legally permitted, Licensee shall immediately notify Licensor in writing upon receipt of an order, demand, or document purporting to request, demand or compel the production of any Licensor proprietary information to any third Party. Licensee shall not disclose Licensor’s proprietary information to the third Party without providing Licensor at least forty-eight (48) hours’ notice, so that Licensor may, at its own expense, exercise such rights as it may have under applicable law to prevent or limit such disclosure. Licensee will cooperate with Licensor with respect to any action taken to obtain an appropriate protective order or other reliable assurance that confidential treatment will be accorded to Licensor’s information.

SECURITY BREACHES

Licensee shall be liable for any of Licensee’s acts and/or omissions relating to the obligations hereunder that result in a security breach of Licensor’s proprietary information. Licensee shall indemnify, defend and hold Licensor harmless from and against all liabilities, costs, damages, claims and expenses relating to security breaches that arise from or in connection with Licensee’s breach of Licensee’s obligations hereunder.

FORCE MAJEURE; DELAYS

Licensor shall not be liable for delay or interruption in access to the API or in transmitting any information, features, or reports, or non-fulfillment of the terms of this API License Agreement, if and to the extent such delay, interruption, or non-fulfillment is caused by an occurrence – even if foreseeable – that (1) would make Licensor’s performance under this API License Agreement impossible or impracticable; and (2) is beyond the reasonable control of Licensor. Occurrences that will make Licensor’s performance impossible or impracticable include, but are not limited to, delay of transportation services or accident to means of transportation, natural disasters, floods, fires, earthquakes, tornadoes, riots, strikes, epidemics, pandemics, quarantines, acts of God, war (declared or undeclared), compliance with any act, regulation, order or request of any governmental authority or agency, including declarations of a state of emergency, whether local or national, or any other causes, whether direct or indirect, not within the reasonable control of Licensor, and which by the exercise of reasonable diligence Licensor is unable to prevent such delay, interruption, or non-fulfillment of the provisions of this Agreement. If Licensor invokes the force majeure rights set forth in this paragraph, Licensor will notify Licensee as soon as practically possible.

TERM AND TERMINATION

This API License Agreement will commence on the Effective Date and will continue for the subscription period applicable to the Service Plan selected by Licensee. Access to the API will expire at the end of that subscription period unless Licensee purchases a new subscription, , unless earlier terminated as provided herein. Unless expressly stated herein or required by applicable law, Licensee shall not be entitled to, or receive, any refund or reimbursement upon API License Agreement termination.

This API License Agreement and Licensee’s access to the API will terminate immediately without notice from Licensor if Licensee fails to comply with any provision of this API License Agreement, exceeds or attempts to circumvent applicable Service Plan usage limits, or otherwise misuses the API. If Licensor terminates this API License Agreement for cause, Licensee will not be entitled to a refund of any portion of the Fees, as applicable.

Licensee may terminate this API License Agreement at any time by ceasing use of the API and, if applicable, cancelling renewal of the Service Plan in accordance with the procedures made available by Licensor, provided that termination will not entitle Licensee to a refund of any portion of the Fees except as required by applicable law.

Upon termination of this API License Agreement for any reason all licenses and rights granted to Licensee under this API License Agreement will terminate and Licensee must cease using, destroy, and permanently erase all copies of the API from all devices and systems Licensee directly or indirectly controls. Any terms that by their nature are intended to continue beyond the termination or expiration of this API License Agreement will survive termination.

Unless otherwise agreed to by the Parties, this API License Agreement shall also extend to any future upgrades, updates, or revisions of the API provided to Licensee by Licensor during the Term of this API License Agreement.

TRADEMARKS

Each Party’s trademarks, trade name, service marks, and logos (singularly and collectively, the “Marks”) are that Party’s exclusive property and one Party shall not, unless otherwise agreed upon in writing by the Party who owns such Marks, use such Marks or any adaptation thereof (including any advertising, marketing materials, or sales literature) without the owner’s express prior written consent. For Licensor, prior written consent must come from the Office of Trademarks and Licensing located at Oklahoma State University, Stillwater, Oklahoma 74078.

For the purpose of clarity, no right, license, or interest to Licensor’s Canopeo™ Mark is granted or transferred hereunder, and Licensee agrees that no such right, license, or interest shall be asserted by Licensee with respect to Licensor’s Canopeo™ Mark.

MODIFICATION; ASSIGNMENT

Licensor may modify, change, or amend this API License Agreement by posting an updated version of this API License Agreement through the applicable API website, portal, or similar mechanism, or by otherwise communicating such updated API License Agreement to Licensee. Unless otherwise stated by Licensor, such modified API License Agreement shall become effective upon posting or communication to Licensee, and Licensee’s continued access to or use of the API after such effective date shall constitute Licensee’s acceptance of the modified API License Agreement.

This API License Agreement may not be transferred, sublicensed or assigned by Licensee to any other Party without the express prior written consent of Licensor, who may withhold consent for any reason in Licensor’s sole discretion.

GOVERNING LAW

This API License Agreement shall be governed by the laws of the State of Oklahoma, without regard to its choice of law provisions or to which Party drafted particular provisions of this API License Agreement. Any legal action in connection with this API License Agreement shall be filed in a court of competent jurisdiction in the State of Oklahoma, to which jurisdiction and venue Licensee expressly agrees.

Neither Licensor nor the State of Oklahoma waives its sovereign immunity by entering into this API License Agreement and each specifically retains all immunities and defenses available to it as a sovereign pursuant to all applicable law. Designations of venue, choice of law, enforcement actions and similar provisions should not be considered a waiver of sovereign immunity. Both Parties agree that any ambiguity in this API License Agreement shall not be strictly construed either for or against a Party except that any ambiguity as to sovereign immunity shall be construed in favor of sovereign immunity.

EQUITABLE RELIEF

Licensee acknowledges and agrees that a breach or threatened breach by Licensee of any of its obligations hereunder, would cause Licensor irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, Licensor will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.

COSTS OF LITIGATION

In the event that either Party commences an action in law or equity to enforce any provision of this API License Agreement, the prevailing Party shall be entitled to recover its costs, including reasonable attorneys’ fees, reasonable costs of experts, and other costs incurred in that action or proceeding, as allowed by applicable law, in addition to any other relief to which said Party may be entitled.

SEVERABILITY

Should any term of this API License Agreement be declared illegal, invalid, and/or unenforceable by any court of competent jurisdiction, such declaration shall have no effect on the remaining terms hereof.

ASSIGNMENT

Licensee may not assign, sublicense, or transfer any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of Licensor. Any purported assignment, transfer, sublicense, or delegation in violation of this API License Agreement is null and void. No assignment, transfer, sublicense, or delegation will relieve the assigning or delegating Party of any of its obligations hereunder. This API License Agreement is binding upon and inures to the benefit of the Parties hereto and their respective permitted successors and assigns.

NO WAIVER

The failure of either Party to enforce any rights granted hereunder or to take any action against the other Party in the event of any breach hereunder shall not be deemed a waiver by that Party as to subsequent enforcement of rights or subsequent actions in the event of future breaches or actionable misconduct hereunder.

ENTIRE AGREEMENT

This API License Agreement, together with any other documents incorporated herein by reference, including without limitation the applicable Service Plan terms presented at the time of purchase or renewal and all related policies, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this API License Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.

ACKNOWLEDGEMENT

BY CLICKING THE 'I AGREE' BUTTON, CREATING AN ACCOUNT, ACCESSING, OR USING THE API, LICENSEE ACKNOWLEDGES THAT LICENSEE HAS READ THIS API LICENSE AGREEMENT, UNDERSTANDS IT, AND AGREES TO BE BOUND BY ITS TERMS AND CONDITIONS.

Version 2.0

v.2026.02.09

Copyright © 2026 Oklahoma State University. All rights reserved.