Book a free demo Book a free demo
Book a free demo Book a free demo
Sign in

GIDEON API License Agreement

This API License Agreement (the “Agreement”) governs the use of application programming interfaces (the “GIDEON API”) provided by GIDEON Informatics, Inc. (“GIDEON”), and sets forth the terms under which the GIDEON API and data accessed through it (“API Data”) may be utilized by the Licensee.

DEFINITIONS

    1. “API Data” means all information and content retrieved from the GIDEON API. 
    2. “Licensee” means the party using the GIDEON API under this Agreement. 
    3. “Application” means the Licensee’s software application, platform, or service that integrates with the GIDEON API.
    4. “Authorized Use” is defined in Section 3.1.
    5. “Confidential Information” includes API credentials, API Data, documentation, and any other information designated as confidential by GIDEON. 
    6. “Security Incident” means any actual or suspected unauthorized access to or disclosure of API Data, including any breach of Licensee’s security policies or procedures that could affect the confidentiality, integrity, or availability of API Data.
    7. “Effective Date” means the date on which this Agreement is last signed by the authorized representatives of both parties.

LICENSE GRANT

    1. GIDEON grants the Licensee a non-exclusive, non-transferable, revocable license to access and use the GIDEON API and API Data solely as agreed between GIDEON and the Licensee for the Licensee’s specific use case (“Authorized Use”).
    2. This license explicitly excludes the right to sublicense or distribute API Data in raw or unaltered form to third parties.

AUTHORIZED USE

    1. Licensee shall:
      1. Use API Data solely as necessary to support the pre-agreed Licensee-specific use case.
      2. Not redistribute, sell, lease, or sublicense API Data in its raw or bulk form. 
      3. Not create a product or service that competes directly with the GIDEON Service. 
      4. Delete intermediate copies of API Data as soon as practicable after use. 
      5. Comply with reasonable rate limits set by GIDEON.

API ACCESS AND SECURITY

    1. Licensee shall be issued API access credentials which are confidential and must not be shared. 
    2. Licensee must implement and maintain industry-standard security measures as outlined in Schedule 1 (Information Security Requirements).
    3. Unauthorized access or use of the GIDEON API shall be immediately reported to GIDEON.

OWNERSHIP

    1. All rights, title, and interest in the GIDEON API, API Data, and related documentation remain exclusively with GIDEON. 
    2. Licensee obtains no rights other than those explicitly granted in this Agreement.

CONFIDENTIALITY

    1. Licensee agrees not to disclose Confidential Information to any third party without explicit prior written consent from GIDEON. 
    2. Confidentiality obligations will survive the termination of this Agreement.

MONITORING AND AUDIT

    1. GIDEON may monitor Licensee’s use of the API annually, or more frequently if a security or compliance issue arises. 
    2. In case of suspected data breach, Licensee shall cooperate fully with any audit request.

FEES AND PAYMENT

    1. Licensee agrees to pay fees as detailed in the invoice provided separately by GIDEON. 
    2. Late payments may result in suspension or termination of API access.

TERM AND TERMINATION

    1. This Agreement commences upon Licensee’s acceptance and continues until terminated. 
    2. GIDEON may terminate or suspend API access immediately if Licensee breaches this Agreement. 
    3. Upon termination, Licensee shall cease all use of the API and delete all copies of API Data.

INDEMNIFICATION

    1. Licensee agrees to defend, indemnify, and hold harmless GIDEON, its officers, directors, employees, agents, consultants, successors, assigns, and licensors from and against any and all claims, actions, liabilities, losses, damages, judgments, and expenses, including without limitation reasonable legal and accounting fees, arising out of or resulting from:
      1. Licensee’s use of the GIDEON API or API Data; 
      2. Licensee’s breach of any provision of this Agreement; 
      3. any violation of applicable law, rule, or regulation by the Licensee; 
      4. any claim that the Licensee’s Application or integration infringes or misappropriates the intellectual property or other rights of a third party; 
      5. any unauthorized use or disclosure of Confidential Information; 
      6. any access or use of the GIDEON API by a third party acting on behalf of or through Licensee.
    2. GIDEON shall promptly notify Licensee in writing of any such claim and shall cooperate with Licensee at Licensee’s expense in defending or settling such claim. Licensee may not settle any claim in a manner that imposes any liability or obligation on GIDEON without GIDEON’s prior written consent.

DISCLAIMERS AND LIABILITY

    1. The GIDEON API is provided “as is,” without warranty of any kind. GIDEON disclaims all warranties, including merchantability, non-infringement, and fitness for a particular purpose. 
    2. GIDEON shall not be liable for indirect, incidental, consequential, special, or punitive damages. 
    3. GIDEON’s total liability under this Agreement is limited to amounts paid by Licensee in the three months preceding a claim.

APPLICABLE LAW

    1. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California, without regard to its conflict of laws rules that would result in the application of the laws of another jurisdiction. 
    2. Jurisdiction and venue for any disputes shall be exclusively in the courts of Los Angeles County, California.

GENERAL PROVISIONS

    1. Amendments to this Agreement must be in writing and signed by both parties. 
    2. Failure to enforce any provision of this Agreement does not constitute a waiver. 
    3. If any provision is deemed invalid or unenforceable, the remaining provisions will remain effective.

SCHEDULE 1: INFORMATION SECURITY REQUIREMENTS

Information Security Program

Licensee shall implement, maintain, and document appropriate administrative, physical, and technical safeguards to protect API Data. These safeguards shall include, at a minimum: 

  1. Measures to ensure the confidentiality, integrity, and availability of API Data;
  2. Protection against any anticipated threats or hazards to the security or integrity of API Data; 
  3. Measures to protect against unauthorized access or use of API Data.

User Access Control

Licensee shall ensure that access to the API and any API Data is limited to authorized personnel with a legitimate business need. Access privileges shall be reviewed regularly and promptly revoked when no longer necessary.

Incident Response and Notification

Licensee shall maintain a documented incident response plan and shall notify GIDEON without undue delay, and in no event later than seventy-two (72) hours after becoming aware of any unauthorized access to or disclosure of API Data (“Security Incident”). Such notification shall include a description of the nature of the incident, the likely consequences, and the measures taken or proposed to address it.

Technical Measures

Licensee shall implement appropriate technical measures, including but not limited to:

  1. Firewalls, intrusion detection/prevention systems, and anti-malware tools;
  2. Encryption of API Data in transit and at rest using industry standard encryption protocols; 
  3. Logging and monitoring of access to API systems to detect and respond to anomalies.

Data Retention and Disposal

Licensee shall retain API Data only for as long as necessary to fulfill the Authorized Use. Upon termination of the Agreement, Licensee shall promptly and securely delete or destroy all API Data, including all backup or archived copies. Upon request, Licensee shall certify in writing that all such data has been destroyed.

Audits

Upon reasonable notice and no more than once annually (except in the event of a Security Incident), GIDEON may audit Licensee’s compliance with this Schedule. Licensee shall cooperate fully and make all relevant records and systems available for inspection.

Subcontractors

Licensee shall not engage any third-party service provider to process API Data without GIDEON’s prior written consent. Any such approved subcontractor shall be subject to written terms no less protective than those in this Agreement and shall be bound to comply with the security requirements of this Schedule.