Longbridge API Non-Commercial Licence Agreement — HK
Whereas,
(1) You have applied to the securities licensed corporation of this Platform (subject to the relevant page guidelines of this Platform, the "Securities Company") to use the Application Programming Interface ("API") service;
(2) In order to provide API service to you, you acknowledge that you consent to be legally bound by this API Code Non-Commercial License Agreement ("Agreement").
This Agreement is entered into by and between this Platform (as defined in the Longbridge Platform Service Agreement) ("we", "us" or "our") and you, regarding the API which grants you a limited license to use the API Code solely for Non-Commercial Purposes (as defined below). Your download, installation, use or access of the API constitutes your acceptance of and agreement to be bound by the terms of this Agreement.
1. Definition and License Grant
1.1 Definitions
"Affiliate" means, in relation to a party, an individual, corporation, a partnership or any other form of entity directly or indirectly controlling, controlled by or under common control with such party or any of such entities' directors, officers or employees. A person is in "control" of a company, if: (a) it is in accordance with such person's directions or instructions that the directors of the company or of another company of which it is a subsidiary are accustomed to act; or (b) such person, either alone or with any Associate, is entitled to exercise, or control the exercise of, more than 30% of the voting power at general meetings of the company or of another company of which it is a subsidiary.
"API" or "API Code" means the user code and related documents developed by this Platform that is made available to you to develop platforms, tools, or interfaces for your personal use with this Platform's accounts or this Platform's systems;
"Account" means any one or more accounts of any nature, including without limitation the securities accounts, margin accounts and fund accounts, howsoever integrated or separated, from time to time opened and maintained in the name of you with the securities licensed corporation (as may be subject to the notices and the relevant page guidelines of this Platform) under this Platform through which you may obtain services and/or effect transactions, as the same may be re-designated, re-numbered, re-located or otherwise modified from time to time.
1.2 Subject to the terms of this Agreement, this Platform hereby grants You a personal, revocable, royalty-free, non-exclusive, non-sublicensable, non-transferable, restricted right and license to install, modify and use the API Code solely for Non-Commercial Purposes ("License").
1.3 "Non-Commercial Purposes" means your License under this Agreement is limited to develop platforms, tools, or interfaces for your personal use. You shall not use the API Code for any application or service for yourself or for anyone else for any commercial purpose, regardless of whether You receive any consideration for such application or service.
1.4 The License shall only become effective on the date you accept all the terms and contents of this Agreement and when this Agreement becomes effective.
1.5 The License and the right will terminate automatically:
(1) if you fail to comply with any term(s) of this Agreement;
(2) if you commit an action for right infringement against this Platform;
(3) if you cancel your relevant this Platform's account and Account;
(4) if this Platform sends you the notice of unilateral termination;
(5) if any other circumstances occur in which to protect this Platform's legitimate rights and interests.
1.6 Upon termination of this Agreement, you shall immediately cease all use of API Code granted hereunder, destroy all copies of API Code completely and shall not retain API Code or the copies of API Code in any form after such destruction.
2. Restrictions
2.1 You acknowledge and agree that you shall only use API Code in compliance with the terms of the Agreement and for Non-Commercial Purposes. Any other uses of API Code are expressly prohibited.
2.2 This Platform shall own all right, title and interest in and to API Code granted hereunder. You agree not to use, copy, replace, adapt, modify, regenerate, displace, distribute, transmit, broadcast, sell, authorize, publish, lease, sublicense, convert, translate, de-engineer, decompile, disassemble, create derivatives of, or disclose API Code or any part thereof in any way and for any purpose whatsoever to any third party.
2.3 Unless otherwise authorized by this Platform in writing, you shall not engage in or agree with any third party to engage in the following actions, or provide any assistance to any third party to engage in any matter in violation of this Agreement, including but not limited to:
(1) using API Code to interrupt, damage or limit the use of API Code or other Longbridge software, hardware, platforms, applications, web pages and systems;
(2) engaging in any mining of personal information and data;
(3) bypassing or making unavailable the blocking or restriction of copying behavior in API Code, or interfering with the security-related characteristics of API Code;
(4) moving, replacing, or obscuring of any trademark, copyright, legal, or patent notice of API Code;
(5) using API Code in any software or program that may contain viruses, trojan, software, worms, time bombs, autopilot viruses, or any other computer code or documentation designed to interrupt, damage or limit the API Code or the use in any Longbridge software, hardware, platforms, applications, web pages and systems.
2.4 You agree and confirm that you will, during the license period, continue to use the License hereunder in accordance with applicable local laws and in accordance with user agreement or service rules as updated by this Platform from time to time.
2.5 You agree not to use the API Code for any purpose that violates any law or regulation, any right of any person, including but not limited to intellectual property rights, rights of privacy, or rights of personality, or in any manner in violation of this Agreement or the privacy policy.
3. Intellectual Property
Except as expressly set forth herein, this Platform shall own all right, title and interest in and to the API and API Code, including but not limited to any code or documentation written by this Platform relating to the API Code, and any intellectual property rights in and to any modifications, replacements, translations or derivatives thereof. This Platform shall, to the extent permitted by law, have all rights and interests in and to the foregoing results.
4. Disclaimer of Warranties
4.1 You expressly acknowledge and agree that the API Code granted hereunder, all provided "as is" and on an "as-available" basis, may contain in whole or in part pre-release, untested, or not fully tested works. The API Code may contain errors that could cause failures or loss of data, and may be incomplete or contain inaccuracies.
4.2 You understand and agree that the API Code granted hereunder is provided without warranty of any kind, either express or implied, including but not limited to, warranties that the API Code is free of defects, merchantable, non-infringing or fit for a particular purpose. This disclaimer of warranties constitutes an essential part of this License. You hereby agree and accept the foregoing disclaimer and that all risk resulting from Your use of the API Code or applications developed using the API Code is at Your sole and entire risk.
5. Warranty and Guarantee
You undertake and shall use all reasonable efforts to indemnify, defend and hold harmless Longbridge, its affiliates and their representatives, directors, employees and agents from and against any claim, action, suit or proceeding, and any loss, liability, damage, cost and expense arising out of:
(1) Your action in connection with the use of API Code;
(2) Your use of API Code to develop relevant applications, or any action that causes legitimate rights and interests of a third party (including copyright, trademark, trade secret, trade dress, patent and other intellectual property rights or other interests);
(3) any action in violation of this Agreement.
6. Dispute Resolution
6.1 The Agreement and all rights, obligations and liabilities of the parties shall be governed by and construed in accordance with the laws of Hong Kong.
6.2 The courts of Hong Kong have exclusive jurisdiction to settle any dispute arising out of or in connection with the Agreement (including any dispute regarding the existence, validity or termination of the Agreement) (a "Dispute"). The parties agree that the courts of Hong Kong are the most appropriate and convenient courts to settle Disputes and accordingly, no party will argue to the contrary. Notwithstanding the aforesaid, this Platform shall not be prevented from taking proceedings relating to a Dispute in any other courts with jurisdiction. To the extent allowed by applicable regulations, this Platform may take concurrent proceedings in any number of jurisdictions.
7. Miscellaneous
7.1 You agree that if this Platform does not exercise or enforce any legal right or remedy which is contained in this Agreement or is available to this Platform under any applicable law, this will not be taken to be a formal waiver of Longbridge's rights and that those rights or remedies will still be available to Longbridge.
7.2 This Agreement constitutes the whole legal agreement between you and this Platform and governs your use of the API Code, and completely replaces any prior agreements between you and this Platform in relation to the API Code.
7.3 You may not assign, transfer, grant or sublicense this Agreement or any rights and authorizations hereunder, while this Platform may assign, transfer, grant or sublicense this Agreement or any rights and authorizations hereunder to its affiliates or other applicable entities without restriction.
7.4 If you are entering into this Agreement on behalf of your employer or other entity, you represent and warrant that you have full legal authority to bind your employer or such entity to this Agreement.
7.5 All risks and adverse consequences arising from your violation of this Agreement shall be borne by you.