e-Consilio API License Agreement
Make learning and teaching more effective with active participation and student collaboration
These API Terms were last updated on December 6, 2023.
At flukecal-training, we believe in improving lives through learning. Whether you want to share what you know or learn something new, you’ve come to the right place. We also help organizations of all types and sizes prepare for the path ahead — wherever it leads. To achieve these goals, we offer development tools to enable our users to create applications that connect with the flukecal-training platform. Our hope is to create a thriving community of applications built around flukecal-training that balances the various needs around the protection of our systems, our learners, and our business.
Please read the below agreement carefully. If you do not agree with these terms, please do not proceed.
1. Purpose
1.1 Parties. This API License Agreement (“Agreement”) is between flukecal-training by e-Consilio BV (“flukecal-training”, “us”, or “we”), and you, or the individual, company, or other entity that you represent (“you”). By building applications that interact with flukecal-training’s products and services, including data related thereto (collectively the “ Services”) or by accessing or using any application programming interfaces, developer tools, or other related documentation and materials (collectively “APIs”) made available by flukecal-training, you agree to be bound by this Agreement and any accompanying documentation that applies to your use of the APIs.
1.2 Other Agreements. This Agreement governs your use of the flukecal-training APIs. If you are a customer, reseller, or value-added service partner of flukecal-training Business, you may be required to execute a separate agreement governing your access or right to license the Services.
1.3 Use on Behalf of an Entity. If you are accepting this Agreement on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such entity to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree to this Agreement on behalf of the party that you represent.
1.4 Modification of Terms. We may modify this Agreement at any time with or without individual notice to you. Any modifications will be effective upon your continued use of the APIs. Please review this Agreement periodically and check the “Last Updated” date for any potential changes.
2. Using the flukecal-training APIs.
2.1 API License. Subject to this Agreement, flukecal-training grants you a limited worldwide, non-exclusive, non-sublicensable, non-transferable, revocable license to use and make calls to the APIs solely to facilitate the interoperability of the Services and the software applications, websites, or other tools using the APIs created by you (each, an “App”). You may use the APIs only as expressly permitted in this Agreement. Violation of this Agreement may result in the immediate suspension or termination of your use of the APIs.
2.2 Obligations. You agree to comply and require all your users to comply with all applicable laws and regulations, including laws regarding the import or export of data or software and privacy laws, and any guidelines provided by flukecal-training.
2.3 Monitoring. You agree that flukecal-training may monitor your use of the APIs to ensure quality, to improve Services, and to verify your compliance with the Agreement. You agree to assist flukecal-training with this monitoring by providing flukecal-training with information about your App. If you do not demonstrate full compliance with this Agreement, flukecal-training may restrict or terminate your access to the APIs without notice.
2.4 Reservation of Certain Rights. At any point in the future, flukecal-training reserves the right to do any of the following: (1) offer or cease to offer support for the APIs; (2) modify the APIs and require you to use those subsequent versions; (3) require you to use the APIs in a different manner; (4) deprecate any API; or (5) independently develop products or services that may serve the same purpose as your App.
3. Restrictions.
3.1 No Malicious Actions. You shall not and shall not direct, encourage or assist any party to: (a) use the APIs in a way that could impair, harm or damage flukecal-training, the APIs, any Services, or anyone’s use of the APIs or any Services; (b) launch or cause to be launched in connection with the API a malicious automated program or script, including web spiders, crawlers, robots, indexers, bots, viruses or worms, or any program intended to overburden or hinder the operation and/or performance of the API; (c) attempt to circumvent the limitations flukecal-training sets on your use of the APIs; (d) engage in deceptive, misleading, illegal, or unethical activities, or activities that otherwise may be detrimental to the APIs, flukecal-training, our learners, or the public in our sole discretion and judgment.
3.2 No Unauthorized Access. You shall not and shall not direct, encourage or assist any party to use the APIs to disrupt, interfere with, or attempt to gain unauthorized access to the Services, servers, devices, or networks connected to or which can be accessed via the APIs.
3.3 No Removal of Legal Notice. You shall not remove any legal, copyright, trademark, or other proprietary rights notices contained in or on materials received or accessed by you pursuant to this Agreement.
3.4 No Copying or Scraping. You shall not and shall not direct, encourage or assist any other party to: (a) copy or extract any features or functionality thereof; (b) parse or scrape any of flukecal-training’s data; (c) reformat, reverse-engineer, or otherwise modify the APIs or Services; (d) design or develop an App or service whose primary purpose is to redirect users from the Services; or (e) create an App that recreates a core functionality of or replaces any flukecal-training Services; unless expressly permitted by flukecal-training pursuant to a duly executed written agreement.
3.5 No Competitive Benchmarking. You shall not and shall not direct, encourage or assist any other party to use the API to measure the availability, performance, functionality, or usage of the Services for competitive purposes.
3.6 No Resell. You shall not redistribute or resell, or sublicense access to, the APIs, any data obtained using the APIs, or any Services accessed through the APIs, unless expressly permitted by flukecal-training pursuant to a separate duly executed written agreement.
4. Intellectual Property.
4.1 Ownership. You retain your ownership rights in your App and we own and will continue to own our APIs and Services, including all related intellectual property rights therein. All of our rights not expressly granted herein are hereby retained.
4.2 Feedback. Any feedback, comments, or suggestions you may provide regarding the flukecal-training Services or the APIs are entirely voluntary and non-confidential and we will be free to use such feedback, comments, or suggestions as we see fit and without any obligation to you.
4.3 Branding. Subject to this Agreement, flukecal-training grants you a limited, non-exclusive, non-transferable, non-assignable, non-sublicensable, worldwide revocable license to use the flukecal-training name and trademark (collectively “flukecal-training TMs”) to accurately promote or advertise your integration of the APIs with your App. Your use of the flukecal-training TMs must comply with the flukecal-training Trademark Usage Guidelines . You agree not to display the flukecal-training TMs: (a) in any way that violates applicable law, including laws regarding libel, slander, obscenity, and infringement; (b) in any way that is misleading, implies that your App is approved, created, or endorsed by flukecal-training (or otherwise embellishing your relationship with flukecal-training); or (c) in a way that is otherwise objectionable to flukecal-training in its sole discretion. You must promptly cease any use of the flukecal-training TMs identified by flukecal-training as objectionable. You receive no other rights to flukecal-training TMs under this Agreement. All goodwill arising from use of flukecal-training TMs inure to flukecal-training.
4.4 Your Trademarks. You grant flukecal-training a limited, non-exclusive, non-transferrable, non-assignable, non-sublicensable, worldwide, revocable license to use your name, trademarks, and logo (collectively “ Your TMs”) to promote or advertise your use of the APIs in your App. flukecal-training shall use Your TMs in compliance with your reasonable trademark usage guidelines if such guidelines are communicated in writing directly to flukecal-training. flukecal-training shall not acquire any interest, right, or title in any Your TMs and all associated goodwill shall reside with you.
5. User Data.
5.1 Privacy Laws and Regulations. You must comply with all applicable data privacy and cybersecurity laws and regulations. Your use of the APIs is conditioned upon you implementing and maintaining appropriate protections and measures for your App and that includes your responsibility to the data obtained through the use of the APIs.
5.2 Collection and Use. You must provide all necessary notice and obtain all necessary rights, permissions, and consents from customers or users for your access, collection, storage, transmission, treatment, use, disclosure, sharing, and other processing of any user data, and will ensure that all such processing complies with all laws. If you use our APIs to retrieve user data directly from the Services, you must limit your access, processing, and use of such information to that (a) authorized by the customer or user or (b) necessary for the purposes of providing the functionality of your App.
6. Security.
6.1 Developer Credentials. You will not share any passwords, keys, tokens, secret, or other access credentials that allow you to access the APIs or Services (“Developer Credentials”).
6.2 Security Standards. You will always use and have in effect appropriate administrative, physical, and technical safeguards that (a) meet or exceed industry standards with respect to the sensitivity of the data you are accessing; (b) are compliant with applicable laws and regulations (including data security and privacy laws and regulations), and (c) are designed to prevent unauthorized access, use, processing, storage, destruction, loss, alteration, or disclosure of personal data.
6.3 Security Incidents. You must immediately notify flukecal-training upon discovery or notice of any actual or suspected (a) unauthorized access, use, disclosure, modification, loss, or destruction of user data under your control; (b) security vulnerabilities of your App; or (c) issues involving your App that materially degrades the Services (collectively “Security Incidents”).
6.4 Notification. In the event of a Security Incident, you will be solely responsible, at your own expense, for investigation, remediation, and your own notifications to affected users and regulatory authorities in accordance with applicable laws and industry standards. However, you must obtain our approval for any breach notification to users that refer, directly or indirectly, to flukecal-training.
7. Termination.
7.1 Right to Terminate. flukecal-training may suspend or immediately terminate this Agreement, any rights granted herein, and your license to the APIs, in our sole discretion at any time, for any reason. You may terminate this Agreement at any time by ceasing your access to the APIs.
7.2 License Termination and Deletion of Data. Upon termination, all licenses granted under this Agreement will terminate immediately and you must immediately stop using the API. You must also return or delete any user data or comply with customer’s instructions to either return or delete user data accessed or obtained through the APIs. Neither party will be liable to the other for any damages resulting solely from termination of this Agreement.
8. Disclaimers, Limitations of Liability, and Indemnification.
8.1 Warranty Disclaimer. TO THE FULL EXTENT PERMITTED BY LAW, FLUKECAL-TRAINING MAKES NO WARRANTIES, EXPRESS OR IMPLIED, GUARANTEES OR CONDITIONS WITH RESPECT TO YOUR USE OF THE APIs. YOU UNDERSTAND THAT USE OF THE APIs IS AT YOUR OWN RISK AND THAT WE PROVIDE THE APIs ON AN “AS IS” BASIS “WITH ALL FAULTS” AND “AS AVAILABLE” TO THE EXTENT PERMITTED UNDER YOUR LOCAL LAW, WE EXCLUDE ANY IMPLIED WARRANTIES, INCLUDING FOR MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND NON-INFRINGEMENT. YOU MAY HAVE CERTAIN RIGHTS UNDER YOUR LOCAL LAW. NOTHING IN THIS AGREEMENT IS INTENDED TO AFFECT THOSE RIGHTS, IF THEY ARE APPLICABLE. WE DO NOT GUARANTEE THE APIs WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE APIs MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. WE DISCLAIM ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION, ERRORS IN FUNCTIONING, OR THAT DATA LOSS WILL NOT OCCUR.
8.2 Limitation of Liability. IN NO EVENT WILL FLUKECAL-TRAINING BE LIABLE TO YOU OR ANY USERS FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF OR DAMAGE TO USE, DATA, BUSINESS, GOODWILL, OR PROFITS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. IN ANY CASE, flukecal-training’S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS UNDER THIS AGREEMENT WILL NOT EXCEED $100.00 USD. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT flukecal-training HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
8.3 Indemnification. You shall defend flukecal-training against any and all actions, demands, claims and suits (including without limitation product liability claims), and indemnify and hold flukecal-training harmless from any and all liabilities, damages and costs (including without limitation reasonable attorneys’ fees) to the extent arising out of: (i) your use of the APIs or Services in any manner that is inconsistent with this Agreement or any applicable laws, rules, or regulations; or (ii) the performance, promotion, sale or distribution of your App. In the event flukecal-training seeks indemnification or defense from you under this provision, flukecal-training will promptly notify you in writing of the claim(s) brought against flukecal-training for which it seeks indemnification or defense. flukecal-training reserves the right, at its option and sole discretion, to assume full control of the defense of claims with legal counsel of its choice. You may not enter into any third-party agreement, which would, in any manner whatsoever, affect the rights of flukecal-training, constitute an admission of fault by flukecal-training, or bind flukecal-training in any manner, without the prior written consent of flukecal-training. In the event flukecal-training assumes control of the defense of such claim, flukecal-training shall not settle any such claim requiring payment from you without your prior written approval.
8.4 No Injunctive Relief. In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the APIs, content, or other material used or displayed through the Services.
9. Confidentiality.
9.1 Confidential Information. You may be given access to certain non-public information, software, and specifications relating to the APIs (“Confidential Information”), which is confidential and proprietary to flukecal-training. You may use Confidential Information only as necessary in exercising your rights granted under this Agreement. You may not disclose any Confidential Information to any third party without flukecal-training’s prior written consent. You agree that you will protect any Confidential Information from unauthorized use, access, or disclosure in the same manner that you would use to protect your own confidential and proprietary information.
10. Compliance With Laws.
10.1 Legal Disclosures. flukecal-training reserves the right to disclose any information as necessary to satisfy any law, regulation, legal process, or governmental request.
10.2 Sanctions. You represent and warrant that you (as an individual or as a representative of any entity on whose behalf you use the Services) aren’t located in, or a resident of, any country that is subject to applicable U.S. trade sanctions or embargoes. You also represent and warrant that you aren’t a person or entity who is named on any U.S. government specially designated national or denied-party list. You agree to comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. You also agree not to directly or indirectly export, re-export, or transfer the APIs to prohibited countries or individuals nor permit use of the APIs by prohibited entities or individuals.
11. General Terms.
11.1 Governing Law. This Agreement is governed by the laws of the Netherlands without reference to its choice or conflicts of law principles. Both parties consent to the exclusive jurisdiction and venue of federal and state courts in San Francisco, California, USA.
11.2 Language. Where flukecal-training has provided you with a translation of the English language version of this Agreement or any document referenced in this Agreement, you agree that the translation is provided for your convenience only and that the English language versions of any such document, will control.
11.3 Support. Because the APIs are provided “as is,” we may not provide support services for them. You are solely responsible for the quality of your App and are solely responsible for providing support for your App. Any support we choose to provide will be in our sole discretion and may be discontinued at any time without notice or liability to you.
11.4 Severability. If any part of this Agreement is found to be invalid or unenforceable, then that provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this Agreement shall remain in effect.
11.5 Survival. Sections of this Agreement that, by their terms, require performance after the termination of this Agreement will survive, such as, for example, the rights and requirements of section 6 (Security).
11.6 Assignment. You may not assign or delegate any rights or obligations under this Agreement, including in connection with a change of control. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under this Agreement, fully or partially without notice to you.
11.7 No Waiver. Either party’s failure to act with respect to a breach of this Agreement does not waive either party’s right to act with respect to that breach or subsequent similar or other breaches.
11.8 Notices. Notices must be in writing and will be deemed given when delivered. flukecal-training may provide notice to the email or physical address provided by you or through flukecal-training’s website. Your notices to flukecal-training must be given by registered or certified mail to flukecal-training by e-Consilio BV, Attn: Legal Department, Eisenhowerstraat 22, 6416 HH Heerlen, Netherlands.
11.9 No Agency. This Agreement does not create any agency, partnership, or joint venture between the parties.
11.10 Entire Agreement. This Agreement and any documents incorporated by reference, constitute the entire agreement between you and us regarding the APIs and supersede all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy, or precedent, with respect to the subject matter of this Agreement.
