LICENSE-EMBEDDING

APITABLE APP-EMBED.JS
SOFTWARE LICENSE AGREEMENT

PLEASE READ THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE DOWNLOADING, INSTALLING OR USING THE APP-EMBED.JS SOFTWARE OR ANY ACCOMPANYING DOCUMENTATION (COLLECTIVELY, THE “SOFTWARE”).

THE TERMS AND CONDITIONS OF THIS SOFTWARE LICENSE AGREEMENT (“AGREEMENT”) GOVERN USE OF THE SOFTWARE UNLESS YOU AND APITABLE HAVE EXECUTED A SEPARATE AGREEMENT GOVERNING USE OF THE SOFTWARE.

APITable is willing to license the Software to you only upon the condition that you accept all the terms contained in this Agreement.  By downloading, installing or using the Software, you have indicated that you understand this Agreement and accept all of its terms.  If you are accepting the terms of this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the terms of this Agreement, and, in such event, “you” and “your” will refer to that company or other legal entity.  If you do not accept all the terms of this Agreement, then APITable is unwilling to license the Software to you, you are not permitted to use the Software, and you must destroy all copies of the Software.

1.	**Grant of License**.  Conditioned upon your compliance with the terms and conditions of this Agreement, APITable grants you a non-exclusive and non-transferable license to Execute (as defined herein) the executable form of the Software, free and clear of any Affero GPL License requirements applicable to the APITable application available for download by the APITable at its website https://apitable.com. APITable reserves all rights in the Software not expressly granted to you in this Agreement.  For purposes of this Agreement, “Execute” and “Execution” means to load, install, and run the Software in order to benefit from its functionality as designed by APITable.

2.	**Restrictions**.  Except as expressly specified in this Agreement or otherwise permitted by law notwithstanding this Agreement, you agree not to do any of the following, : (a) copy (except in the course of loading or installing) or modify the Software, including but not limited to modifying or blocking, overlaying, or otherwise obstructing the contents of the embedded element that is embedded in your application via the Software, adding new features, or otherwise making adaptations that alter the functioning of the Software; or (b) transfer, sublicense, lease, lend, rent or otherwise distribute the Software to any third party. You acknowledge and agree that portions of the Software, including but not limited to the source code and the specific design and structure of individual modules or programs, constitute or contain trade secrets of APITable and its licensors.

3.	**Ownership**.  The copy of the Software is licensed, not sold.  You own the media on which the Software is recorded, but APITable retains ownership of the copy of the Software itself, including all intellectual property rights therein.  The Software is protected by United States copyright law and international treaties.  You will not delete or in any manner alter the copyright, trademark, and other proprietary rights notices or markings appearing on the Software as delivered to you. This includes the removal of the APITable’s name or logo in the iframe that is embedded in your application.

4.	**Term**.  The license granted under this Agreement remains in effect  unless terminated in accordance with this Agreement. You may terminate the license at any time by destroying all copies of the Software in your possession or control.  The license granted under this Agreement will automatically terminate, with or without notice from APITable, if you breach any term of this Agreement.  Upon termination, you must promptly destroy all copies of the Software in your possession or control.

5.	**No Warranty**.  “THE SOFTWARE IS PROVIDED “AS IS”, WITHOUT WARRANTY OF ANY KIND.  APITABLE DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM APITABLE OR ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THIS AGREEMENT.”

6.	**Limitation of Liability**.  APITABLE’S TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY WILL BE LIMITED TO THE AMOUNTS PAID OR PAYABLE TO APITABLE BY YOU FOR THE SOFTWARE OR, IN THE EVENT THAT APITABLE HAS MADE THE SOFTWARE AVAILABLE TO YOU WITHOUT CHARGE, APITABLE’S TOTAL LIABILITY WILL BE LIMITED TO $[500].  IN NO EVENT WILL APITABLE BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, BUSINESS, PROFITS OR ABILITY TO EXECUTE) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE EXECUTION OR PERFORMANCE OF THE SOFTWARE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT APITABLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.  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.

8.	**U.S. Government End Users**.  The Software and Documentation are “commercial items” as that term is defined in FAR 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” respectively, as such terms are used in FAR 12.212 and DFARS 227.7202.  If the Software and Documentation are being acquired by or on behalf of the U.S. Government, then, as provided in FAR 12.212 and DFARS 227.7202-1 through 227.7202-4, as applicable, the U.S. Government’s rights in the Software and Documentation will be only those specified in this Agreement.

9.	**Export Law**.  You agree to comply fully with all U.S. export laws and regulations to ensure that neither the Software nor any technical data related thereto nor any direct product thereof are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.

10.	**General**.  This Agreement will be governed by and construed in accordance with the laws of the State of California, without regard to or application of conflict of laws rules or principles.  The United Nations Convention on Contracts for the International Sale of Goods will not apply.  You may not assign or transfer this Agreement or any rights granted hereunder, by operation of law or otherwise, without APITable’s prior written consent, and any attempt by you to do so, without such consent, will be void.  Except as expressly set forth in this Agreement, the exercise by either party of any of its remedies under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.  All notices or approvals required or permitted under this Agreement will be in writing and delivered by confirmed facsimile transmission, by overnight delivery service, or by certified mail, and in each instance will be deemed given upon receipt.  All notices or approvals will be sent to the addresses specified by either party to the other in accordance with this section.  The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.  Any waiver, modification or amendment of any provision of this Agreement will be effective upon APITable posting the modified terms of this Agreement to the APITable website.  If any provision of this Agreement is held to be unenforceable or invalid, that provision will be enforced to the maximum extent possible, and the other provisions will remain in full force and effect.  This Agreement is the complete and exclusive understanding and agreement between the parties regarding its subject matter, and supersedes all proposals, understandings or communications between the parties, oral or written, regarding its subject matter, unless you and APITable have executed a separate agreement.  Any terms or conditions contained in your purchase order, if any, or other ordering document that are inconsistent with or in addition to the terms and conditions of this Agreement are hereby rejected by APITable and will be deemed null.

11.	**Contact Information**.  If you have any questions regarding this Agreement, you may contact APITable by email at legal@apitable.com, phone by (+65) 86696278 or by mail at 18003 Cortney CT, City of Industry, , Los Angle, CA 91748.