1. General
These Development Tool Terms and Conditions (the "Development Tool Terms") are subject to the agreement incorporating these Development Tools Terms between Assembly Software, LLC, a Delaware limited liability company ("Assembly"), and the applicable customer (the "Agreement"). By accessing or using any Development Tool, Customer agrees to be bound by these Development Tools Terms and Conditions.
2. Definitions
Any capitalized term used but not defined herein has the meaning ascribed to it in the Agreement.
"Assembly API" means any application programming interface and associated endpoints, protocols and documentation that Assembly makes available to Customer to enable interconnectivity between the Customer Environment and the Platform.
"Call" means a single request for a pull of Customer Data from or push of Customer Data to the Platform through the Assembly API from or through the Customer Environment, regardless of whether the request is made by Customer or a third party acting for or on behalf of Customer. Each individual operation or record within a batch, bulk, or multi-part request constitutes a separate Call.
"Customer Environment" means any information technology infrastructure, including any hardware, software, server, network, database, agent or third-party service, owned or controlled by Customer.
3. Grant of Rights
During the term of the Agreement and subject to Customer's compliance with the terms and conditions of the GTC in all material respects, Assembly hereby grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Assembly API solely for the purpose of facilitating interconnectivity between the Customer Environment and the Platform and making Calls, in each case only for Customer's internal business purposes.
4. Conditions and Restrictions
(a) Restrictions. The conditions and restrictions set forth in the GTC for access to and use of the Platform, including those set forth in Section 5 (Conditions and Restrictions) of the GTC, apply to Customer's access to and use of the Assembly API. Without limiting the generality of the foregoing, Customer shall be responsible for all access to and use of the Assembly API through the Customer Environment, including any such access or use by third parties acting for or on behalf of Customer. If Customer becomes aware of any unauthorized access to or use of the Assembly API through the Customer Environment, Customer shall promptly give written notice to Assembly of such unauthorized access or use and make reasonable efforts to eliminate such unauthorized access or use. Customer shall implement and adhere to appropriate administrative, technical and physical security policies and procedures and access control methodologies to safeguard access to and use of the Assembly API through the Customer Environment. All such measures must comply with prevailing industry standards but must in no case consist of less than reasonable care.
(b) Usage Limits. Assembly may impose and enforce restrictions on the number, frequency and rate of Calls placed or volume of data transmitted through or to the Assembly API or Platform, including those set forth in Exhibit 1 hereto. Customer shall comply with and not attempt to circumvent any such restrictions. Assembly further reserves the right to restrict access to or use of the Assembly API by any party, including any third party facilitated by Customer or the Customer Environment, developing, marketing, selling or distributing any product or service that competes with or includes functions and features substantially similar to any Assembly Materials or any products or services under development by Assembly.
(c) Technical Requirements. Customer shall be solely responsible for: (i) development and implementation of any interoperability or interconnectivity between the Customer Environment and the Platform; and (ii) obtaining, configuring and maintaining any hardware, network connectivity and third-party software or services required for Customer to access or use the Assembly API, including computers, mobile devices, operating systems, web browsers and storage devices.
(d) Modifications. From time to time, Assembly may modify, update, or replace the Assembly API. Assembly shall use commercially reasonable efforts to give Customer advance notice of such changes (email and notices posted or delivered within the Platform to suffice).
5. Call Allotment
(a) Allotment. Customer's access to and use of the Assembly API is subject to the monthly Call allotment specified in Exhibit 1 hereto, which designates the maximum number of Calls Customer may make during each calendar month, prorated as applicable for any partial month (the "Call Allotment").
(b) No Rollover. The Call Allotment usage resets to zero on the first day of each calendar month. Any portion of the Call Allotment that remains unused upon the conclusion of the applicable calendar month will be automatically and permanently forfeited. Unused portions of the Call Allotment will not roll over, and Customer will not be entitled to any credit, refund or reduction in fees for any unused portion of the Call Allotment.
Exhibit 1 to Development Tools Terms and Conditions
Monthly Call Allotment by User Seats Covered by Order
- 1–50 seats: 60,000 (Essentials and Premium Subscription Levels); 125,000 (Platinum Subscription Level).
- 51–200 seats: 300,000 (Essentials and Premium Subscription Levels); 600,000 (Platinum Subscription Level).
- 201–400 seats: 600,000 (Essentials and Premium Subscription Levels); 1,200,000 (Platinum Subscription Level).
- 401+ seats: 600,000 (Essentials and Premium Subscription Levels) and 1,200,000 (Platinum Subscription Level), in each case subject to higher number upon mutual written agreement of Customer and Assembly.
Overage. If Customer exhausts the Call Allotment before the conclusion of any applicable calendar month, then Customer may elect to increase the Call Allotment to a higher monthly number, effective for the remainder of the Initial Term or then-current Renewal Term of the applicable Order, by entering into an amendment to the Order with Assembly. For any subsequent Renewal Term, Customer may revert to a lower Call Allotment upon at least 30 days written notice to Assembly before the commencement of the applicable Renewal Term. Unless and until the parties enter into such an amendment, Customer will automatically be charged $219 for each additional 25,000 block of Calls as consumed.