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Application Program Interface Terms and Conditions

Application Program Interface License

This Application Program Interface License Agreement (the "Agreement") is by and between BioHiTech Global, LLC. ("BioHiTech") and the person or entity ("you" or "your" or similar pronouns) downloading, accessing, or otherwise using the program interface to BioHiTech's online services (the "BioHiTech API"). If you are entering into this Agreement on behalf of a company or other entity, you represent and warrant that you have authority to bind such company or other entity to this Agreement. If this Agreement is made part of another written agreement such as an order for services, whether or not made via electronic means (the "Order Agreement"), the terms and conditions of this Agreement are supplementary to such other agreement, and if there is an actual conflict between them, the terms and conditions of the other written agreement control over this Agreement. Notwithstanding the above, this Agreement shall control over any Terms of Service/Terms of Use available on the BioHiTech website and BioHiTech Cloud website.

By building, distributing, making available or otherwise providing applications or services that connect to and/or use the BioHiTech API (the "Third Party Application(s)") you agree to be bound by, to comply with, and are a party to, this Agreement.

Defined Terms.

"API Key(s)" means unique numbers assigned by BioHiTech that identify the Third Party Application accessing the BioHiTech Service via the BioHiTech API. API Keys are the property of BioHiTech, may not be shared, publicly or privately distributed or otherwise used except solely to exercise the licensed rights hereunder.

"Licensed Materials" means the BioHiTech API, the BioHiTech Data and Content, and accompanying or related documentation, source code, executable applications and other materials.

"Privacy Policy" means BioHiTech's Privacy Policy located at https://www.BioHiTech.com/legal#privacy-policy, as it may amended from time to time.

"User" means an individual who uses the BioHiTech Service via a Third Party Application.

"BioHiTech Data and Content" means all programs, data, content, copyrighted and other materials, processes, functionality, information and other matter that can be accessed with or by the BioHiTech API, or that is accessible by ordinary operation of the BioHiTech Services. For the avoidance of doubt, BioHiTech Data and Content includes all User information submitted to BioHiTech, and all derived data, conclusions or other information created by BioHiTech from such User submitted information.

"BioHiTech Marks" means BioHiTech's name and tradename, trademarks, service marks, logos, trade dress, overall look and feel and other branding made available for use in connection with the Licensed Materials.

"BioHiTech Service" means the electronic service BioHiTech makes available for waste analytics and related services.

License/Restrictions.

By using the BioHiTech API or otherwise accessing BioHiTech Data and Content, subject to any terms in an Order Agreement, you agree that such access and use is licensed under the following licenses, and limited, as follows:

  1. BioHiTech grants you a nonexclusive, nontransferable, nonsublicensable, revocable right and license, so long as BioHiTech has not terminated this Agreement which, except as otherwise provided in an Order Agreement, it may do at any time by terminating the API Key, to use the BioHiTech API, and only the BioHiTech API, to access BioHiTech Data and Content and use the BioHiTech Service;
  2. You may use the BioHiTech Data and Content obtained through the BioHiTech API to provide services to your Users, provided that: (i) any BioHiTech Data and Content is stored on computers or servers you own or control; and (ii) you make the BioHiTech Data and Content related to a User solely available to that User, or if your service provides for group sharing, available to other Users who have been authorized by such User to view their BioHiTech Data and Content;
  3. You must use BioHiTech Marks in accordance with all conditions imposed by BioHiTech in the manner of display of such BioHiTech Marks and such BioHiTech Marks may only be displayed in connection with BioHiTech Data and Content as it may be displayed on your service – BioHiTech Marks may not be displayed on or near third party content or services where such display may indicate that BioHiTech is associated with, endorses or approves of such third party content. BioHiTech's trademark guidelines shall be provided to you and may be amended at any time and such amendments shall be effective immediately.
  4. You may not share, publish, disclose or otherwise use the API Keys except solely for your benefit and solely in accordance with the terms of this Agreement. You must promptly report to BioHiTech any loss or suspected or actual misuse of the API Keys, and obtain a new one in such event.
  5. If BioHiTech provides technology in the BioHiTech API to allow single sign on (i.e. such that a User that authenticates on your service will also be automatically authenticated on the BioHiTech Service) you should make that single sign on technology available to your Users who want to access BioHiTech Services (which can be in addition to other access methods).
  6. You must not engage in any act that prevents BioHiTech from logging the access or use of the BioHiTech API, or otherwise circumvent the proper functioning of the BioHiTech API.
  7. You will not use the BioHiTech API or any other information from BioHiTech to replicate or replace the BioHiTech Service.
  8. You will not distort the presentation of BioHiTech Data and Content so that what is displayed or provided in your service is materially different from the BioHiTech Data and Content provided to you through the BioHiTech API in respect of a User.
  9. You may not modify BioHiTech Data and Content and present it as BioHiTech Data and Content, but see below as to what extensions or supplementary information you can display with your content.
  10. Display of, and access to, User information supplied to you through the BioHiTech API must only be used and displayed in accordance with your privacy policy which shall be in compliance with all applicable laws, rules, regulations and orders.
  11. You will comply with all export and import laws – thus, you may not export any BioHiTech Data and Content (or the BioHiTech API or the BioHiTech Service) to a country other than the United States unless you comply with all laws, rules and regulations related to such export.
  12. You may not engage in hacking, cracking, white hat or black hat network or device penetration testing, security consulting or review, security analysis or any other effort to determine the security status of the BioHiTech API, the BioHiTech Data and Content, or the BioHiTech Service, without the express written permission of BioHiTech. You may not circumvent any access or copy controls placed on any BioHiTech Data and Content or the BioHiTech API or BioHiTech Service. You will immediately report any actual or suspected unauthorized access to the BioHiTech API or BioHiTech Data and Content or BioHiTech Service. All such security information is confidential information of BioHiTech under this Agreement and any other agreements you have with BioHiTech.
  13. You will not use, and you will exert your best efforts but in no event less than reasonable care to prevent others from using, the BioHiTech API, BioHiTech Data and Content or BioHiTech Service in connection with any identify theft, spamming (sending any unauthorized or illegal electronic communication that violates any state's or federal law), virus, hacking or cracking effort, malware or any other malicious use.
  14. You will comply with all limitations imposed by BioHiTech on the bandwidth (frequency and amount of access, calls and use) of the BioHiTech API.
  15. You won't, and won't attempt, directly or indirectly, or permit another to, interfere with, modify or disable any features or functionality of the BioHiTech Services, BioHiTech API, or BioHiTech Data and Content including, without limitation, any mechanisms used to restrict or control the BioHiTech Services, BioHiTech API, or BioHiTech Data and Content or translate, reverse engineer, decompile, disassemble or derive source code, underlying ideas, algorithms, structure or organizational form from the BioHiTech Services or the BioHiTech Data and Content or remove or modify any proprietary notices, attribution or marks from or delivered as part of the BioHiTech Services or the Licensed Materials.
  16. You won't under any circumstances include in or use the BioHiTech Marks, or any marks that are confusingly similar to or derivative of the BioHiTech Marks as part of your trade name (registered or otherwise), logos, or other identifiers, trademarks, servicemarks or otherwise.

Modifications.

You acknowledge and agree that BioHiTech may modify (including but not limited to updating) this Agreement and any Privacy Policy, terms of service or other policies, the BioHiTech Services and the Licensed Materials from time to time (a "Modification"). Except for modifications of the BioHiTech Services, you will generally be notified about Modifications through notifications from BioHiTech, though BioHiTech is not obligated to do so. If you do not agree with any changes made by BioHiTech, your sole remedy is to terminate this Agreement. Your continued access to or use of the BioHiTech Services or any Licensed Materials following such changes shall constitute binding acceptance of the applicable Modification(s). BioHiTech will attempt, but is not obligated, to provide thirty (30) days notice of any Modification that is not backwards compatible or that BioHiTech reasonably believes will remove or materially alter significant functionality of the BioHiTech API.

Ownership.

  1. BioHiTech and its licensors (and/or the Users), retain all worldwide right, title and interest in and to the Licensed Materials, including all worldwide intellectual property rights therein. As between you and BioHiTech, BioHiTech owns all right, title and interest in and to the BioHiTech Services, the BioHiTech API, the BioHiTech Data and Content, the BioHiTech Marks, and any derivative works or enhancements thereof, including but not limited to all worldwide intellectual property rights therein. Any of BioHiTech's rights not expressly granted under this Agreement are withheld. You agree and covenant that you will not challenge BioHiTech's ownership of the BioHiTech Services, the BioHiTech API, the BioHiTech Data and Content, the BioHiTech Marks, challenge the validity of the licenses granted under this Agreement. If you acquire any rights in the BioHiTech Services, the BioHiTech API, the BioHiTech Data and Content, the BioHiTech Marks (or any confusingly similar marks), by operation of law or otherwise, you hereby automatically assign and convey such rights to BioHiTech for no additional consideration other than the rights granted to you herein.
  2. Your Third Party Applications and data. As between you and BioHiTech, you retain all worldwide right, title and interest in and to your Third Party Applications and data, excluding the BioHiTech Services, the Licensed Materials, the BioHiTech Marks, and any derivative works or enhancements thereof, including but not limited to all intellectual property rights therein.
  3. Feedback. You may provide BioHiTech with feedback or comments related to the Licensed Materials and/or your experience with and use thereof ("Feedback"). You agree that BioHiTech shall be free to make use of, create derived patents from, make, use, sell (or have made or sold), copy, modify, create derivative works of, publicly display, disclose, distribute, license, sublicense, incorporate, and otherwise use Feedback, including all derivative works thereto, for any and all purposes, commercial or otherwise, with no obligation of any kind to you.
  4. Support. This Agreement does not entitle you to any support for the Licensed Materials, unless otherwise provided in an Order Agreement. Any such support provided by BioHiTech shall be subject to the terms of this Agreement as modified by any Order Agreement. You are solely responsible for providing all support and technical assistance to Users. You acknowledge and agree that BioHiTech has no obligation to provide support or technical assistance directly to your Users and you shall not represent to any of your Users that BioHiTech is available to provide such support.

Content/Data

  1. Creation of content. If a your Third Party Application allows a User to generate material that will be hosted on computers or servers you control or manage, your Third Party Application will provide the User a prominent and clear disclosure detailing how you may use such content and your use must adhere to the restrictions set forth herein.
  2. Removal of content. When you have been notified (for example, through the BioHiTech API), you will immediately, and in any case not later than twenty-four hours after notification, (including, but not limited to, by modifying your applicable Third Party Applications): (i) delete or remove content that has been deleted or removed from the BioHiTech Services; (ii) modify content that has been modified on the BioHiTech Services; and (iii) change the treatment, in your Third Party Applications, of content that has had its sharing options modified.
  3. Monitoring. BioHiTech reserves the right to monitor your use of the Licensed Materials, API Keys and BioHiTech Services for any reason or no reason, including to ensure your compliance with the terms and conditions of this Agreement.

Privacy.

  1. BioHiTech User Information. To the extent you have access to and are permitted to use a User's information through the Licensed Materials, that access and use shall be in accordance with the then-current Privacy Policy. You covenant to ensure that User information disclosed in BioHiTech Data and Content, inadvertently or otherwise, is not exploited for improper purposes such as identity theft, fraud, or spamming.
  2. Your User's information. You may choose to collect information relating to Users of your Third Party Applications. If you collect such information, you will provide to Users an applicable privacy policy that clearly discloses your information collection, storage, and sharing practices, including the extent to which your Third Party Application permits disclosure of your User's information to third parties like BioHiTech. Your privacy policy must: (i) comply and be consistent with all applicable laws and guidelines, including, but not limited to, data protection regulations in applicable territories and the applicable guidelines of the U.S. Federal Trade Commission and applicable state laws; (ii) allow disclosure of your User's information to BioHiTech, to the extent necessary for your use of the Licensed Materials, in accordance with the then-current Privacy Policy; and (iii) be no less protective of applicable Users than the then-current Privacy Policy.

Confidentiality.

You may from time to time, gain access to proprietary information, technical data, trade secrets or know-how, including, but not limited to, source code, research, product plans, products, services, customers, customer lists, markets, software, developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing, finances, or other business information that is either marked as "confidential" or disclosed in such a manner that it would be reasonably apparent it should be treated confidentially ("Confidential Information"). You may use Confidential Information only to the extent necessary to exercise your rights under this Agreement. You may not disclose Confidential Information to a third party without the prior express consent of BioHiTech, provided in writing or by email. You agree that you will protect Confidential Information from unauthorized use, access, or disclosure in the same manner that you would use to protect its own confidential and proprietary information of a similar nature and in any event with no less than a reasonable degree of care. If a third party makes a legal request for Confidential Information, you will promptly notify BioHiTech in writing and reasonably cooperate with BioHiTech in protecting such information in such proceeding.

Term and Termination

Survival. Except as provided in an Order Agreement, this Agreement shall commence on the date you first download or otherwise acquire the BioHiTech API and will remain in effect until terminated by either party by written notice. BioHiTech may terminate this Agreement immediately if BioHiTech reasonably determines in its subjective good faith that you or any of your Users have or are likely to violate any provision of this Agreement. Any termination of this Agreement shall also terminate the licenses granted hereunder. Upon termination of this Agreement for any reason, you will stop using, and either return to BioHiTech, or at BioHiTech's election destroy and remove from all computers, hard drives, networks, and other storage media, all copies of the Licensed Materials and any Confidential Information in your possession, and shall certify to BioHiTech that such actions have occurred. All provisions of this Agreement survive its termination except Sections 2.a and 2.b, provided that to the extent a User has downloaded or otherwise maintained a copy of the BioHiTech Data and Content, such User shall have a continuing license to use such BioHiTech Data and Content for that User's own personal purposes.

Representations and Warranties.

You represent and warrant that: (i) you have the necessary power and authority to enter into this Agreement, and that the performance of your obligations will not constitute a breach or otherwise violate any other Agreement or the rights of any third party arising therefrom; (ii) you will maintain, throughout the Term, all required rights and licenses related to your Third Party Applications and your Third Party Applications shall not infringe or otherwise violate any third party rights, including but not limited to third party intellectual property rights; and (iii) your uses of the Licensed Materials do and shall comply with all applicable foreign, federal, state and local laws, rules, and regulations.

Indemnification.

You hereby indemnify, agree to defend and hold BioHiTech, its subsidiaries, affiliates, officers, employees, and agents harmless from any and all claims, damages, losses, liabilities, actions, judgments, costs, and expenses brought by a third party arising out of or in connection with: (i) any act or omission by you in connection with your use of the BioHiTech Services or the Licensed Materials; (ii) your use of the BioHiTech Services or the Licensed Materials other than as expressly allowed by this Agreement; (iii) your breach of this Agreement, including but not limited to your representations and warranties herein; (iv) your breach of applicable laws, rules, regulations or orders, or any third party obligations; (v) infringement by you of any third party's patent, copyright, trade secret, trademark or other proprietary rights; or (vi) your Third Party Applications and services.

Disclaimer.

THE BIOHITECH SERVICES AND THE LICENSED MATERIALS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. BioHiTech DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE LICENSED MATERIALS AND THE BioHiTech SERVICES, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, INTERFERENCE WITH QUIET ENJOYMENT, NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE, AND ANY IMPLIED WARRANTIES ARISING UNDER ANY UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT. THERE IS NO WARRANTY THAT THE SYSTEM, THE SOFTWARE, OR ANY INFORMATION, SOFTWARE, COMPUTER PROGRAM, SERVICES, EFFORTS, OR ANY SYSTEM PROVIDED BY LICENSOR WILL FULFILL ANY PARTICULAR PURPOSES OR NEEDS OF LICENSEE OR ANY AFFILIATE. FURTHER, BioHiTech DISCLAIMS ANY WARRANTY THAT YOUR USE OF THE LICENSED MATERIALS OR THE BioHiTech SERVICES WILL MEET ANY OR ALL OF YOUR REQUIREMENTS OR THAT SUCH USE WILL BE UNINTERRUPTED, ERROR-FREE, VIRUS-FREE, OR SECURE. AND

Limitation of Liability.

In no event shall BioHiTech be liable to you for any special, incidental, indirect, direct, exemplary, punitive, compensatory, or consequential damages (including loss of use, data, business or profits) arising out of or in connection with this Agreement, whether such liability arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not BioHiTech has been advised of the possibility of such loss or damage. Any claim arising our of or relating to this Agreement must be brought within one (1) year. In any case, BioHiTech's aggregate liability under this Agreement will not exceed fifty U.S. dollars (US$50.00). The foregoing limitations will survive and apply even if any limited remedy specified in this agreement is found to have failed of its essential purpose.

Miscellaneous.

This Agreement constitutes the entire agreement among the parties with respect to the subject matter of this Agreement and supersedes and merges all prior proposals, understandings, and contemporaneous communications, whether oral, written or electronic. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. Any modification of or changes to this Agreement must be in a writing duly authorized by an authorized representative of BioHiTech or pursuant to the provisions herein. You may not assign any of the rights or obligations granted under this Agreement, voluntarily or by operation of law (including without limitation in connection with a merger, acquisition, or sale of assets) except with the express written consent of BioHiTech, and any attempted assignment in violation of this paragraph is void. BioHiTech may assign, transfer or delegate any of its rights and obligations hereunder without notice or consent. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, including its conflicts of law rules, and the United States of America. You agree that any dispute arising from or relating to the subject matter of this Agreement shall be governed by the exclusive jurisdiction and venue of the state and federal courts in Delaware. The section and paragraph headings in this Agreement, along with all provided annotations, are for convenience only and shall not affect the interpretation of this Agreement. The failure of BioHiTech to enforce any part of this Agreement shall not constitute a waiver of its right to later enforce that or any other part of this Agreement. Waiver of compliance in any particular instance does not mean that BioHiTech will waive compliance in the future. In order for any waiver of any covenant or right under this Agreement to be binding, such waiver must be memorialized in a writing duly authorized by BioHiTech. Unless otherwise specified, all notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. All notices to BioHiTech shall be sent to support@biohitech.com. All notices to you shall be sent to the location or email address specified in your BioHiTech API or BioHiTech Data and Content access registration information.

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