Pennylane API Services & Licenses Agreement

Last Updated: January, 2024

This API services & license agreement (the “API Agreement”) is a legal agreement between Pennylane SAS (herein “PENNYLANE”), whose registered office is located at 3 rue de Franche Comté, 50100 Cherbourg-en-Cotentin, France, registered with the Cherbourg Trade and Companies Register under number 880265921, represented by Felix Blossier, Managing Director, and the person or entity agreeing to the terms herein as identified in the signature block below (“You”, “Your”, “you” or “your”). We may refer to Pennylane as “We”, “Us”, ‘Our” or "we", “us”, "our" in the API Agreement.

The API Agreement governs your access and use of the Pennylane API, the Pennylane API Materials and the API Integrations (as defined below) and shall apply to You whether You are (a) a customer of Pennylane wishing to develop and use an API Integration, yourself or with the help of an API Partner or of Pennylane (a “Customer”) or (b) a third party entity that Pennylane authorizes to develop API Integrations (an “API Partner”). In case a Customer contracts with an API Partner so that the API Partner develops and/or manages for the Customer an API Integration, Customer and API Partner will both be bound by the terms of this API Agreement. Moreover, Customer shall be jointly liable with the API Partner for all obligations under this Agreement.

By using the Pennylane API, the Pennylane API Materials or the API Integrations or by executing this API Agreement or an order form or other document that references this API Agreement, you agree that you have read, understand, and agree to be bound by all of the terms and conditions contained in this API Agreement.

If you are entering into this API Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity and its affiliates to these terms and conditions, in which case the terms “you” or “your” shall refer to such entity and its affiliates. If you do not have such authority, or if you do not agree with these terms and conditions, you must not accept this API Agreement and may not use the Pennylane API, the Pennylane API Materials or the API Integrations.

Definitions

“API Integrations” means the systematic interactions between Non-Pennylane Applications and the Services, that are developed through the Pennylane API by You, by Pennylane for You under or by an API Partner for You.

“Pennylane API” means the Application Programming Interface (API) methods exposed by Pennylane to interact with the Services, and the developer tools provided by Pennylane (including, but not limited do, the Web applications allowing you to test the API methods from a browser and the client libraries made available by Pennylane). Together they allow You to utilize the Services features through Non-Pennylane Applications, and to develop API Integrations extending the Services' functionality.

“Pennylane API Materials” means any specifications or other technical documentation related to the Pennylane API that may be provided to You by Pennylane through https://pennylane.readme.io/reference/presentation or at such other URL as We may provide from time to time.

“Confidential Information” means all non-public information disclosed in written, oral or visual form by either party (the “disclosing party”) to the other (the “receiving party”). Confidential Information may include, but is not limited to, services, pricing information, computer programs, source code, names and expertise of employees and consultants, know-how, and other technical, business, financial and product development information. Your Client Id shall be considered Confidential Information. Confidential Information does not include any information that the receiving party can demonstrate by its written records (1) was rightfully known to it without obligation of confidentiality prior to its disclosure hereunder by the disclosing party; (2) is or becomes publicly known through no wrongful act of the receiving party; (3) has been rightfully received without obligation of confidentiality from a third party authorized to make such a disclosure; or (4) is independently developed by the receiving party without reference to confidential information disclosed hereunder.

“Feedback” means all feedback, suggestions, and ideas that You provide to Pennylane or its affiliates concerning improvements, enhancements or modifications to the Pennylane API, Pennylane API Materials or API Integrations.

“Non-Pennylane Applications” means a web-based or offline software application that is provided by You or by a third party and interoperates with one or more of the Services through an API Integration.

“Policies” means all policies and guidelines related to the Pennylane API that are made available by Pennylane to You, including our Privacy Policy, the API Documentation and any additional terms and conditions for the Pennylane API.

“Privacy Policy” means our online Privacy Policy, as updated from time to time, located at: https://www.pennylane.com/fr/legal/privacy/ such other URL as We may provide from time to time.

“Intellectual Property Rights” means, on a worldwide basis, any and all now known or hereafter known (a) rights associated with works of authorship including copyrights and moral rights, (b) trademark and trade name rights and similar rights, (c) trade secret rights, (d) patent rights and other industrial property rights, (e) intellectual and industrial property rights of every other kind and nature and however designated, whether arising by operation of law or otherwise, and (f) all registrations, applications, renewals, extensions, continuations, divisions, or reissues thereof now or hereafter existing, made, or in force (including any rights in any of the foregoing).

“Services” means the Pennylane SaaS application provided by Pennylane to its Customers or made available by Pennylane to You. “Services” exclude Non-Pennylane Applications.

“Use Information” means all information relating to Your use, testing or evaluation of the Pennylane API, Pennylane API Materials or API Integrations, including all observations or information regarding the performance, features and functionality of the Pennylane API, Pennylane API Materials or API Integrations.

“User” means an individual who is authorized by a Customer to use one or more of the Services, for whom a Customer has ordered the Services, and to whom a Customer (or We at Your request) have supplied a User identification and password.

Using Pennylane API

2.1 License. Subject to Your compliance with all the terms and conditions set forth in this API Agreement and in the Policies, we hereby grant You a non-exclusive, non-transferable, non-assignable, non-sublicensable, worldwide and revocable right and license during the term of this API Agreement solely to (a) access, use and make calls to the Pennylane API in order to develop API Integrations with Non-Pennylane Applications solely for Your internal business purposes for Your use (or, in case You are an API Partner, the Customer You are servicing use) in connection with the Services, (b) use Pennylane API Materials solely as necessary to access and use the Pennylane API in the manner permitted by this API Agreement, (c) use the API Integrations solely for Your internal business purposes in connection with Your use (or, in case You are an API Partner, the Customer You are servicing use) of the Services, and (d) if you are an API Partner, share the API Integrations with other Customer that you may service in the future (provided that you otherwise have all rights to do so and in compliance with this API Agreement).
Please note that this API Agreement does not grant you a license to use the Services, which are governed by the terms and conditions available on Pennylane website.

2.2. Warranties on the Non-Pennylane Applications. By accessing or using the Pennylane API and Pennylane API Materials to connect a Non-Pennylane Application and the Services through an API Integration, you represent, warrant and covenant that (a) You have the right and authority to integrate the Non-Pennylane Application with the Services in compliance with the terms of this API Agreement and (b) the Non-Pennylane Application and its use will not and do not violate, infringe or misappropriate, as applicable, any applicable laws or regulations or third party rights (including Intellectual Property Rights and rights of privacy and publicity).

2.3. Compliance with Law, Third Party Rights, Policies and this API Agreement. You will (and, if you are a Customer, You will require your API Partner and your Users to) comply with all applicable law, regulations (including all applicable privacy laws and regulations), third party rights, Policies and this API Agreement. You represent and warrant that Your API Integrations and the Non-Pennylane Application you are connecting to with your API Integrations (whether developed by You or by a third party) and their use will not violate (a) this API Agreement and Policies, (b) any third party rights (including Intellectual Property Rights and rights of privacy or publicity), (c) any applicable third parties policies and terms and conditions (including notably terms and conditions applicable to the Non-Pennylane Application) or (d) any applicable laws or regulations.

2.4. Your other responsibilities. You are solely responsible, at your own expense, for (i) Your (and, if you are a Customer, your API Partner and Your Users) use of and access to any Non-Pennylane Application (whether developed by You or by a third party), including any use or access through the API Integrations, (ii) the connection between Your API Integration and a Non-Pennylane Application (whether developed by You or by a third party), (iii) Your API Integrations and/or any Non-Pennylane Application (whether developed by You or by a third party) and their distribution, operation and support, (iv) your own relationships and agreements regarding Your API Integrations and/or any Non-Pennylane Application (whether developed by You or by a third party) and (v) any exchange of information or data (including but not limited to personal information or data) between the Non-Pennylane Application and the Services through the API Integration and Pennylane API (and You shall ensure that such exchange of information or data comply with all applicable laws, the terms of this API Agreement and any applicable policies or terms and conditions of any third party Non-Pennylane Application you are connecting with).
If you are a Customer, you are at all times fully responsible and liable for all acts and omissions by Users to whom You have granted access to the Services, Pennylane API, Pennylane API Material and/or API Integrations and You agree to indemnify Pennylane for all claims and losses related to any such acts and/or omissions. Your API Integrations and the Non-Pennylane Application You are connecting to with your API Integrations may need to meet certain minimum quality, security and privacy standards defined by Pennylane from time to time, and you agree to demonstrate that it meets such standards upon request.

2.5 Your Content. As between You and Pennylane, you retain all right, title and interest in any and all data, files, attachments, text, images, personally identifiable information, and other content that You (and, if you are a Customer, Your Users or Your API Partner) upload or submit to the Pennylane API or your API Integrations (collectively, "Your Content"). You may not upload, post or otherwise make available through the Pennylane API and/or your API Integrations any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right owned by a third party, and the burden of determining whether any material is protected by any such right is on you. You shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use any and all of Your Content. You represent and warrant that you have all rights, permissions and consents necessary (a) to make Your Content available on or through the Pennylane API, your API Integrations and the Non-Pennylane Application you are connecting with, and (b) to grant Pennylane the limited rights to use Your Content set forth in this API Agreement. You agree that Pennylane may use Your Content to provide the Pennylane API and your API Integrations with the Non-Pennylane Application, including by making it available to the third party provider of the Non-Pennylane Application through your API Integrations. You hereby grant Pennylane a non-exclusive, perpetual, royalty-free, worldwide license (including the right to sublicense through multiple tiers) to access, use, reproduce, distribute, store, transmit, modify, adapt, reformat, publicly display, publicly perform and create derivative works of Your Content as required for the purpose of providing You the Pennylane API, Pennylane API Materials and the API Integrations with Non-Pennylane Applications. You understand and agree that Pennylane may, notwithstanding any provision of any separate nondisclosure agreement that may have been executed between You and Pennylane, and to the extent necessary to provide You the Pennylane API, Pennylane API Materials and API Integrations with Non-Pennylane Applications, distribute and disclose Your Content (a) to your Users, (b) to your API Partner (if any) (c) to the Non-Pennylane Applications and their third party provider and (d) to Pennylane's service providers who act on Pennylane's behalf in providing the Pennylane API, Pennylane API Materials or API Integrations.

2.6. Third Party Software and Open Source Software. The Pennylane API and Pennylane API Materials may be provided in conjunction with other components, including certain third party software ("Third Party Software"), that are provided by their authors under separate license terms (the "Third Party Terms") and certain sample code that is separately licensed under an open source license (“Open Sourced Sample Code”). Your use of the Third Party Software and Open Sourced Sample Code in conjunction with the Pennylane API is subject to the Third-Party Terms or terms of the open source license governing such Open Sourced Sample Code, as applicable, and not this API Agreement.

Use information, feedback, restrictions and limitations of Pennylane API

3.1 Access and use of Pennylane API, API Client ID. In order to use and access the Pennylane API, You (and, if you are a Customer, your API Partner) will have to request an OAuth Client ID to Pennylane that will be used to perform the calls to the API methods. Pennylane may or not grant you this Client ID at its discretion. You may not share this Client ID or any Pennylane User account used to manage or create the Pennylane API configurations and API Integrations with any third party (except, if you are a Customer, Your API Partner). You must keep such Client ID secure and confidential (for illustration, using an encrypted password management tool). You agree to notify Pennylane if Your Client ID is lost, stolen or disclosed to an unauthorized third party, if there is any unauthorized use of Your Client ID or Pennylane’s accounts, or if You learn of any other breach of security in relation to the Service, the Pennylane API or API Integrations.

3.2 Use Information and Feedback. YOU AGREE THAT PENNYLANE MAY COLLECT AND ANALYSE DATA AND OTHER INFORMATION RELATING TO THE PROVISION, USE OR PERFORMANCE OF THE PENNYLANE API, PENNYLANE API MATERIALS AND API INTEGRATIONS TO ENSURE QUALITY, IMPROVE PENNYLANE PRODUCTS AND SERVICES, AND VERIFY YOUR COMPLIANCE WITH THE API AGREEMENT. Pennylane may disclose the collected data and information in aggregate or other de-identified form to improve and enhance the Pennylane API, Pennylane API Materials or API Integrations. Moreover, in consideration of the rights granted in this API Agreement, You hereby agree to provide Pennylane Use Information, when and in the form reasonably requested by Pennylane. Any Feedback or Use Information you provide to Pennylane is provided to Pennylane on a non-confidential basis (notwithstanding any notice to the contrary you may include in any accompanying communication) and shall be considered Pennylane’s proprietary and confidential information. You hereby transfer and assign to us all rights, title and interest (including intellectual property rights) embodied or arising in connection with any Feedback or any Use Information, and any other rights or claims that You may have with respect to any such Feedback or Use Information. You will not provide any Use Information or Feedback unless You have all rights necessary to do so. You agree not to use any Use Information except for Your internal evaluation purposes.

3.3 Non-Exclusivity. The rights granted by Pennylane to You in this API Agreement are nonexclusive and Pennylane reserves the right to develop products or services related to or that may compete with any of the products that You may develop in connection with Your use of the Pennylane API, the API Integrations, the Services or the Non-Pennylane Applications.

3.4 Restrictions of use. You hereby agree not to (and will not authorize any third party to, and, if you are a Customer, will not authorize your API Partner or your Users to), directly or indirectly: (a) allow access to the Pennylane API, Pennylane API Materials, or API Integrations by any third party other than Your Users or API Partner who (i) have a need to use or access the Pennylane API, Pennylane API Materials or API Integrations, and (ii) have executed agreements obligating them to protect the confidentiality of the Pennylane API, Pennylane API Materials, and API Integrations in accordance with the confidentiality provisions herein; (b) use the Pennylane API, Pennylane API Materials, or API Integrations in violation of any Policies; (c) violate any usage limits or restriction for the Pennylane API that We may communicate to You; (d) copy, modify, adapt, translate or otherwise create derivative works of the Pennylane API or Pennylane API Materials; (e) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code of the Pennylane API, (f) redistribute, sell, lease, license, sublicense, rent, assign or otherwise transfer rights in the Pennylane API, Pennylane API Materials; (g) remove any proprietary notices or labels from the Pennylane API, Pennylane API Materials or API Integrations or (h) develop an API Integration (either directly or through an API Partner) that results in processing or storing illegal content in the Services; (i) use the Pennylane API or API Integrations for spamming or any other illegal or unauthorized purpose according to the laws of France or engage in illegal or deceptive trade practices; (j) perform an action with the intent of introducing to Pennylane API or Services any viruses, worms, defects, Trojan horses, malware or any item of a destructive or malicious nature; (k) interfere or disrupt the Pennylane API or the Services or the servers or networks providing the Pennylane API or the Services; (l) take any action that would subject any portion of the Pennylane API, Pennylane API Materials or API Integrations to any third party terms, including without limitation any “open source” software license terms; (m) suggest any affiliation with Pennylane, including any suggestion that Pennylane sponsors, endorses or guarantees the Non-Pennylane Applications and its API Integrations with the Services; (n) use Pennylane API, Pennylane API Materials or API Integrations in violation of any laws in your jurisdiction; (o) use the Pennylane API, Pennylane API Materials, or API Integrations in any manner to offer similar services as Pennylane or to compete directly or indirectly with Pennylane services or which aim to circumvent the pricing model or licensing model of the Services; (p) capture data, create databases, or make any other copies of the data accessible or obtained by using the Pennylane API, except to the extent necessary to implement an intended use scenario for the API Integrations; or (q) otherwise use the Pennylane API, Pennylane API Materials, or API Integrations in any manner or for any purpose not expressly permitted by this API Agreement.

3.5. API Limitations. Pennylane sets and enforces limits on your use or access of the Pennylane API (e.g. limiting the number of API requests that you may make or the number of users you may serve), in its sole discretion. You also agree not to work around any Pennylane API limitation using a series of non-API calls, even if such work-arounds are possible. You agree to, and will not circumvent or attempt to circumvent, such limitations. If you would like to use any API beyond these limits, you must obtain Pennylane's prior express consent (and Pennylane may decline such request or condition acceptance on your agreement to additional terms and/or charges for that use).

3.6. Revocation, suspension or unavailability of Pennylane API. Pennylane reserves the right to deny and/or revoke an API Integration with Pennylane API with or without cause, at any time, with or without notice and for any reason or no reason. Such reasons may include that such API Integration’s keys have been, or are reasonably believed to have been, compromised, published, or shared. We may modify the permitted use of or suspend Your access to the Pennylane API at any time and for any reason. The Pennylane API also may be unavailable or its performance may be negatively affected by scheduled or unscheduled maintenance or as a result of system failures or force majeure events. We will use reasonable efforts to notify You in advance of scheduled maintenance, but We are unable to provide advance notice of unscheduled or emergency maintenance.

3.7 Modifications to the Pennylane API and the Pennylane API Materials. You hereby acknowledge and agree that the Pennylane API is still evolving. We reserve the right to make changes to the Pennylane API and the Pennylane API Materials from time to time in our sole discretion, with or without notice, (and future versions may not be compatible with Your API Integrations or the Non-Pennylane Applications developed using previous versions), without liability to You. You also acknowledge that Pennylane has the right to modify, suspend and/or terminate Your access to the Pennylane API and that such modifications, suspension and/or termination may diminish the value of Your application, require You to expend additional resources and/or negatively impact Your customers. In using the Pennylane API, You expressly agree to take on this risk.

Intellectual property and ownership

4.1. Ownership of Pennylane API and Pennylane API Materials. You hereby acknowledge and agree that, subject to the limited rights granted hereunder, Pennylane owns and retains ownership of all right, title and interest (including all Intellectual Property Rights therein and thereto) in and to the Pennylane API, the Pennylane API Materials, any and all related and underlying technology, and any derivative works, modifications or improvements to any of the foregoing created by or on behalf of Pennylane. Pennylane reserves all rights not expressly granted in this API Agreement. By using Pennylane API, Pennylane API Materials or developing the API Integrations, You do not acquire any right, title or interest in the Services, in the Pennylane API, in the Pennylane API Materials or in the content that is accessed through Pennylane API or API Integrations.

4.2. Ownership in Non-Pennylane Applications and in API Integrations, License. We do not acquire ownership in Non-Pennylane Applications or in the API Integrations You develop (or a Partner API develop for you), unless Pennylane developed the API Integrations on your behalf.

4.3. License of API Integrations. You hereby grant to Pennylane an exclusive (as to third parties, except the Customer you are developing the API Integrations for if you are an API Partner), worldwide, perpetual, irrevocable, royalty free, sublicensable right and license to copy, modify, use and distribute Your API Integrations in connection with the Services. For clarity, the foregoing exclusivity means that only You (or, if you are an API Partner, the Customer you are servicing), subject to the terms and conditions of this API Agreement (notably Section 2.1(d)), and Pennylane (or its sublicensees) have the right to exercise any rights in the API Integrations, except that either You (or, if you are an API Partner, the Customer you are servicing) or Pennylane may permit Users to use the API Integrations in connection with their permitted use of the Services. This license will survive any termination of this API Agreement. Pennylane may exercise the foregoing rights through contractors providing services to Pennylane, solely in their capacities as service providers to Pennylane. You agree to provide Pennylane with the source code for Your API Integrations upon request. You will immediately notify Pennylane in writing if You become aware of any use by any third party of Your API Integrations other than in connection with the Services or otherwise in violation of this API Agreement, and will use best efforts to cause such third party to cease any such use. You agree that Pennylane will have the right (but not the obligation) to take action against such third party, including by enforcing any Intellectual Property Rights in Your API Integrations against such third party, and you will cooperate with Pennylane in connection with any such action, including, if necessary, by being joined as a party to such action.

Support and maintenance

5.1 For Pennylane API. Pennylane has no obligation to provide any support or maintenance for the Pennylane API or to fix any errors or defects.

5.2 For API Integrations developed by Customer. Customer is solely responsible for providing all support and technical assistance to Users of the API Integrations You develop. You acknowledge and agree that Pennylane has no obligation to provide support or technical assistance directly to the Users or You or anyone for such API Integrations and You shall not represent to any User that Pennylane is available to provide such support.

5.3 For API Integrations developed by an API Partner for Customer. The support and technical assistance to Users of the API Integrations developed by an API Partner for You will be provided as agreed between You and the API Partner. You acknowledge and agree that Pennylane has no obligation to provide support or technical assistance directly to the Users or You or anyone for such API Integrations and You shall not represent to any User that Pennylane is available to provide such support.

5.4 For API Integrations developed by Pennylane for You. The support and technical assistance to Users of the API Integrations developed by Pennylane for You will be provided in accordance with the applicable statement of work between You and Us (if any).

Disclaimers

The Pennylane API, Pennylane API Materials and API Integrations, including all server and network components, are provided on an “AS IS” and “AS AVAILABLE” basis. We make no warranties of any kind with respect to the Pennylane API, Pennylane API Materials and API Integrations, whether express, implied, statutory or otherwise, including but not limited to any implied warranties of merchantability, accuracy, fitness for a particular purpose, or non-infringement. Notwithstanding any published materials that state otherwise, Pennylane makes no warranty that (i) the Pennylane API, Pennylane API Materials and API Integrations, will be free of viruses or other harmful components, error-free or that they will meet any specified service level, or will operate without interruptions or downtime, (ii) any information or advice obtained by in connection with the Pennylane API, Pennylane API Materials and API Integrations, will be accurate or complete or (iii) the results of using the Pennylane API, Pennylane API Materials and API Integrations, will meet your requirements. Notwithstanding anything to the contrary, Pennylane makes and assumes no representations, warranties, covenants or indemnification or other obligations or liabilities with respect to your API Integrations or the Non-Pennylane Applications or their combination, interaction or use with any third party Non-Pennylane Applications, third party services, the services or the Pennylane API.

Limitation of liability

IN NO EVENT SHALL PENNYLANE, ITS AFFILIATES OR LICENSORS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR OTHER LOSS OR DAMAGE WHATSOEVER (INCLUDING BUT NOT LIMITED TO LOSS OF DATA, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, COMPUTER FAILURE, LOSS OF BUSINESS INFORMATION), ARISING OUT OF OR RELATED TO THIS API AGREEMENT, OR YOUR USE OF OR INABILITY TO USE THE PENNYLANE API, PENNYLANE API MATERIALS OR API INTEGRATIONS, EVEN IF PENNYLANE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH PENNYLANE RELATED TO ANY OF THE PENNYLANE API, PENNYLANE API MATERIALS OR API INTEGRATIONS SHALL BE TERMINATION OF SUCH SERVICE. THE AGGREGATE LIABILITY OF PENNYLANE AND ITS AFFILIATES AND LICENSORS ARISING FROM OR RELATED TO THIS API AGREEMENT OR YOUR USE OF OR INABILITY TO USE THE PENNYLANE API, PENNYLANE API MATERIALS OR API INTEGRATIONS, WILL NOT EXCEED FIFTY (50) EUROS.

Indemnification

You agree to indemnify, defend (at Pennylane’s request) and hold Pennylane and its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all third party claims losses, damages, liabilities, judgments, penalties, fines, costs and expenses (including reasonable attorneys’ fees and cost of defense), arising out of or in connection with (i) your API Integrations (either developed by You, a API Partner or Us) or the Non-Pennylane Applications your are connecting to the Services with your API Integrations, (ii) Your use or misuse (and if you are a Customer, Your User and/or Your API Partner use or misuse) of the Pennylane API or Pennylane API Materials, (iii) Your or Your User processing of Your Content or (iv) Your (and if you are a Customer, Your User and Your API Partner) violation of any term or condition of this API Agreement or any applicable law or regulation. Pennylane may at its own discretion and expense participate in the defense and settlement of any claim with its own counsel, and you may not settle a claim without Pennylane’s prior written consent (not to be unreasonably withheld).

Pennylane shall defend and pay You against Indemnified Liabilities in any third-party legal proceeding to the extent arising from an allegation that Your use in accordance with this API Agreement of the Pennylane API or Pennylane API Materials infringes or misappropriates such third party’s Intellectual Property Rights. "Indemnified Liabilities" means any (a) settlement amounts approved by the indemnifying party; and (b) damages and costs awarded in a final judgment against the indemnified part(ies) by a competent court.

General provisions

9.1. Confidential Information. Neither party will use any Confidential Information of the other party except as expressly permitted by this API Agreement or as expressly authorized in writing by the disclosing party. The receiving party shall use the same degree of care to protect the disclosing party’s Confidential Information as it uses to protect its own Confidential Information of like nature, but in no circumstances less than a reasonable standard of care. The receiving party may not disclose the disclosing party’s Confidential Information to any person or entity other than to those of its employees and contractors who: (i) are subject to a written agreement with the receiving party that includes use and confidentiality restrictions that are at least as protective as those set forth in this API Agreement, and (ii) need access to such Confidential Information solely for the purpose of fulfilling the receiving party’s obligations or exercising the receiving party’s rights hereunder. The foregoing obligations will not restrict the receiving party from disclosing Confidential Information of the disclosing party: (1) pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the receiving party required to make such a disclosure gives reasonable notice to the disclosing party prior to such disclosure; and (2) on a confidential basis to its legal and financial advisors.

9.2. Data Protection and Privacy. The parties undertake, as data controllers for the data processing operations they respectively carry out, for their own purposes in connection with this API Agreement, to comply with all their obligations arising from the applicable data protection legislation (including but not limited to the European General Data Protection Regulation 2016/679 (GDPR)) in relation to any processing of personal information carried out in the frame of this API Agreement and notably to provide the data subjects whose personal data may be processed, with the relevant information relating to the protection of their personal data, as described in the parties’ respective privacy policy. Pennylane’s Privacy Policy is available at https://www.pennylane.com/fr/legal/privacy/. Any exchange of personal information or data between the Non-Pennylane Application and the Services through the API Integration is governed by the Pennylane General Conditions (CGVU) located at https://www.pennylane.com/fr/conditions-generales/. To the extent Pennylane is required to process personal data on behalf of You to provide the Pennylane API or Pennylane API Materials, the Pennylane Data Processing Agreement (DPA) provided as an annex to the CGVU applies. Your use of the Pennylane API, Pennylane API Materials or API Integrations indicates your acceptance of the terms of Pennylane DPA and Privacy Policy.

9.3. Publicity. You hereby grant Pennylane a non-exclusive, non transferable, non-sublicensable rights and license to use Your trademarks, trade names, service marks or logos for marking and publicizing your API Integrations with Your Non-Pennylane Application.

9.4. Modifications. Any changes to this API Agreement shall be made by mutual agreements between the Parties in an amendment.

9.5. Termination. This API Agreement will remain in effect until terminated. You may terminate this API Agreement at any time by stopping to use Pennylane API, Pennylane API Materials and/or API Integrations at any time without notice.Upon termination, you shall cease your use of the Pennylane API, Pennylane API Materials and API Integrations and if applicable, comply with any instructions from users to return or delete any data consulted or obtained via the API.. Pennylane reserves the right to terminate this API Agreement for any reason and at any time without liability or other obligation to you. Following termination of this API Agreement, the terms that by their nature are intended to continue indefinitely will continue to apply, including but not limited to: Sections 1, 2.2 to 2.5, 3.2, 3.3, 4, 6, 7, 8 and 9. In addition, following termination, you acknowledge that you may no longer have access to any content, data or information submitted to Pennylane relating to the Pennylane API or your API Integrations, including, without limitation any of Your Content.

9.6. Governing law and jurisdiction. This API Agreement shall be governed by the laws of France, without regard to its conflict of laws rules. The exclusive venue and jurisdiction for any and all disputes, claims and controversies arising from or relating to this API Agreement shall be the Court of Paris, France.

9.7. Miscellaneous. This API Agreement applies only between You and Us and does not confer any rights to any third party. In the event that any provision of this API Agreement conflicts with governing law or if any provision is held to be null, void or otherwise ineffective or invalid by a court of competent jurisdiction, (a) such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and (b) the remaining terms, provisions, covenants and restrictions of this API Agreement shall remain in full force and effect. The failure to exercise, or delay in exercising, a right, power or remedy provided in this API Agreement or by law shall not constitute a waiver of that right, power or remedy. No waiver of any breach of any provision of this API Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of the same or any other provisions hereof, and no waiver shall be effective unless made in writing and signed by an authorized representative of the waiving party. Pennylane may assign this API Agreement without restriction and without any notice to you. This API Agreement and all expressly referenced documents constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements or communications with respect to the subject matter hereof. Pennylane may provide notice to the email or physical address associated with your Pennylane’s account. Your notices to Pennylane must be sent to [email protected].