GOCO.IO API LICENSE AGREEMENT

This API License Agreement (the "Agreement") is entered into by and between GoCo.io, Inc. (“GoCo.io”) and the user ("Licensee") who desires to use the Application Programming Interface ("API") provided by GoCo.io.

1. DEFINITIONS

1.1 "API" refers to the Application Programming Interface made available by GoCo.io, including any associated documentation, libraries, and software tools.

1.2 "Licensed Application" refers to the Licensee's application or software product that incorporates or interacts with the API.

2. GRANT OF LICENSE

2.1 API Key: In order to access the API, Licensee may be required to obtain an API security key from GoCo.io. You are solely responsible for maintaining the confidentiality of Licensee’s API key and any activities that occur under Licensee’s API key.

2.2 Subject to the terms and conditions of this Agreement, GoCo.io hereby grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, during the term of this Agreement, to use the API solely for the purpose of integrating and interacting with the Licensed Application.

2.3 Licensee shall not use the API for any purposes beyond the scope of the license granted in this Agreement. Without limiting the foregoing and except as expressly set forth in this Agreement, Licensee shall not at any time, and shall not permit others to: (a) copy, modify, or create derivative works of the API, in whole or in part; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the API; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the API, in whole or in part; (d) remove any proprietary notices from the API; (e) use the API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; (f) combine or integrate the API with any software, technology, services, or materials not authorized by GoCo.io; (g) design or permit the Licensed Application to disable, override, or otherwise interfere with any GoCo.io-implemented communications to end users, consent screens, user settings, alerts, warning, or the like; (h) use the API in any Licensed Application to replicate or attempt to replace the user experience of GoCo.io products, services or cloud-based SaaS software platform for human resources and benefits administration and other product and services related to such fields of business and fields, as further described at https://www.goco.io/features/ (the “GoCo.io Offering”); or (i) attempt to cloak or conceal Licensee's identity or the identity of the Applications when requesting authorization to use the API.

2.4 GoCo.io reserves all rights not expressly granted to Licensee in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants to Licensee or any third party, by implication, waiver, estoppel, or otherwise, any intellectual property rights or other right, title, or interest in or to the API.

3. USAGE GUIDELINES

3.1 Compliance: Licensee (a) shall comply with all applicable laws, rules, and regulations, and (b) agrees to use the API in compliance with the terms and conditions of this Agreement, as well as any documentation, guidelines, or instructions provided by GoCo.io. . Licensee shall monitor the use of the Applications for any activity that violates applicable laws, rules, and regulations or any terms and conditions of this Agreement, including any fraudulent, inappropriate, or potentially harmful behavior, and promptly restrict any offending users of the Licensed Application from further use of the Licensed Application. Licensee is solely responsible for posting any privacy notices and obtaining any consents from Licensee's end users required under applicable laws, rules, and regulations for their use of the Licensed Application.

3.2 Rate Limiting: GoCo.io may impose rate limits or usage limitations on Licensee’s access to the API to ensure fair usage and system stability. Licensee agrees not to attempt to circumvent or exceed these limits.

3.3 Licensee agrees not to interfere with or disrupt the operation or security of the API, or to access or attempt to access the API by any means other than the authorized methods provided by GoCo.io.

3.4 Licensee is responsible and liable for all uses of the API resulting from access provided by Licensee, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Licensee is responsible for all acts and omissions of Licensee’s end users in connection with the Licensed Application and their use of the API, if any. Any act or omission by Licensee’s end user that would constitute a breach of this Agreement if taken by Licensee will be deemed a breach of this Agreement by Licensee. Licensee shall take reasonable efforts to make all of Licensee’s end users aware of this Agreement’s provisions as applicable to such end user’s use of the API and shall cause end users to comply with such provisions.

3.5 Licensee will use commercially reasonable efforts to safeguard the API (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. Licensee will promptly notify GoCo.io if Licensee becomes aware of any infringement of any intellectual property rights in the API and will fully cooperate with GoCo.io in any legal action taken by GoCo.io to enforce GoCo.io’s intellectual property rights.

4. INTELLECTUAL PROPERTY

4.1 Ownership: Licensee acknowledges, as between Licensee and GoCo.io, (a) GoCo.io owns all right, title, and interest, including all intellectual property rights, in and to the API, and GoCo.io Offering and (b) Licensee owns all right, title, and interest, including all intellectual property rights, in and to the Licensed Application, excluding the aforementioned rights in Section 4.1(a).

4.2 Feedback: If Licensee or any of Licensee's employees, contractors, and agents provides any feedback, suggestions, or ideas regarding the API or GoCo.io Offering, Licensee grants GoCo.io a non-exclusive, worldwide, royalty-free, perpetual, and irrevocable license to use, reproduce, modify, distribute, and incorporate such feedback into the API without any obligation or compensation to you.

4.3 Licensee agrees not to remove, alter, or obscure any proprietary notices or markings on the API or its documentation.

5. PRIVACY AND DATA

5.1 Data Collection: GoCo.io may collect certain information through the API or the GoCo.io Offering about Licensee or any of Licensee’s employees, contractors, or agents. By accessing, using, and providing information to or through the API or the GoCo.io Offering, Licensee consents to all actions taken by GoCo.io with respect to Licensee’s information in compliance with the then-current version of GoCo.io’s privacy policy and data protection requirements, available at https://www.goco.io/legal-stuff/privacy-policy. .

5.2 Data Usage: Licensee represents and warrants that Licensee has obtained all necessary rights, consents, and permissions to use any data that Licensee transmit or store through the API. GoCo.io disclaims all liability for any unauthorized use or misuse of such data.

6. SUPPORT AND MAINTENANCE

6.1 GoCo.io may, at its discretion, provide support and maintenance services for the API. Any support or maintenance provided is subject to the terms and conditions set forth by GoCo.io. This Agreement does not grant Licensee any continuing right to receive version enhancement updates, or to a continuous availability of the API.

7. NO FEES

7.1 Licensee acknowledges and agrees that no license fees or other payments will be due under this Agreement in exchange for the rights granted under this Agreement. Licensee acknowledges and agrees that this fee arrangement is made in consideration of the mutual covenants set forth in this agreement, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein.

8. DISCLAIMER OF WARRANTIES
8.1 THE API AND GOCO.IO OFFERING ARE PROVIDED "AS IS" AND GOCO.IO SPECIFICALLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, GOCO.IO SPECIFICALLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. GOCO.IO MAKES NO WARRANTY OF ANY KIND THAT THE API OR GOCO.IO OFFERING, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET LICENSEE'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF LICENSEE'S OR ANY THIRD PARTY'S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

9. LIMITATION OF LIABILITY

9.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL GOCO.IO BE LIABLE TO LICENSEE OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR (a) ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE USE OR INABILITY TO USE THE API;  (b) ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF FIFTY DOLLARS EVEN IF GOCO.IO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR GOCO.IO WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CLAIM LICENSEE MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.

10. TERM AND TERMINATION

10.1 This Agreement shall remain in effect until terminated by either party.

10.2 Either party may terminate this Agreement at any time with or without cause by providing written notice to the other party, or in the case of GoCo.io, revoking Licensee’s access to the API.  In addition, this Agreement will terminate immediately and automatically without any notice if Licensee violates any of the terms and conditions of this Agreement.

10.3 Upon termination of this Agreement, all licenses and rights granted to Licensee under this Agreement will also terminate and Licensee shall immediately cease all use of the API and return or destroy any materials or documentation provided by GoCo.io.

10.4 Any terms that by their nature are intended to continue beyond the termination of this Agreement will survive termination.
11. GENERAL

11.1 This Agreement, together with any other documents incorporated herein by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations, understandings, and agreements, whether oral or written.

11.2 . Any notices to us must be sent to our corporate headquarters address available at https://www.goco.io/about/contact-us and must be delivered either in person, by certified or registered mail, return receipt requested and postage prepaid, or by recognized overnight courier service, and are deemed given upon receipt by us. Notwithstanding the foregoing, Licensee hereby consents to receiving electronic communications from us. These electronic communications may include notices about transactional information, and other information concerning or related to the API. Licensee agrees that any notices, agreements, disclosures, or other communications that we send to Licensee electronically will satisfy any legal communication requirements, including that such communications be in writing.

11.3 If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties shall negotiate in good faith to modify this Agreement so as to affect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

11.4 Licensee may not assign or transfer any of its rights or delegate any of its obligations hereunder, in each case whether voluntarily, involuntarily, by operation of law, or otherwise, without the prior written consent of GoCo.io. Any purported assignment, transfer, or delegation in violation of this Section is null and void. No assignment, transfer, or delegation will relieve the assigning or delegating party of any of its obligations hereunder. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective permitted successors and assigns.

11.5 This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of laws principles. Any legal suit, action, or proceeding arising out of or related to this Agreement or the licenses granted hereunder will be instituted exclusively in the federal courts of the United States or the courts of the State of Texas in each case located in the city of Houston and County of Harris, and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.

12. CONFIDENTIALITY 

12.1 “Confidential Information” means the API, the GoCo.io Offering and all confidential and proprietary information transmitted to or from, stored on, or otherwise processed by the servers or other devices used in connection with the API or the GoCo.io Offering. Confidential Information does not include information: (i) in the public domain at the time of delivery, (ii) subsequently published or otherwise made part of the public domain through no fault of the receiving party or its representatives, (iii) in the receiving party’s possession at the time of disclosure, (iv) which becomes available to the receiving party on a non-confidential basis from a source not under an obligation of confidentiality to the disclosing party, or (v) information that is independently developed without reference to the Confidential Information, as evidenced by written records maintained in the ordinary course of business. Each party agrees to hold the Confidential Information of the other party in confidence and not to disclose it to a third party unless explicitly authorized to do so by the sharing party. Each party agrees to employ mechanisms to safeguard the Confidential Information of the other party in its possession from unauthorized disclosure. The aforementioned safeguards must be equivalent to those used by the receiving party to protect its own Confidential Information, but in no case less than commercially reasonable measures.

13. MODIFICATION

13.1 GoCo.io may modify any aspect of this Agreement upon thirty (30) days prior notice. Should Licensee wish to terminate this Agreement as a result of such modification, Licensee may do so. Otherwise such modification will remain in effect for the remainder of the term of this Agreement. You acknowledge that you have the authority to enter into this Agreement on behalf of Licensee. This Agreement binds any of Licensee's authorized users, as well as Licensee's successors and assigns.