CCC Intelligent Solutions Inc. – CCC Secure Share™ Program
DEVELOPER REGISTRATION AGREEMENT
(last updated December 17, 2017)
PLEASE READ THE FOLLOWING REGISTRATION AGREEMENT VERY CAREFULLY.
THE FOLLOWING SETS FORTH THE TERMS AND CONDITIONS UNDER WHICH CCC Intelligent Solutions INC. (“CCC”) WILL MAKE AVAILABLE TO YOU THE CCC SECURE SHARE™ APPLICATION PROGRAMMING INTERFACE TOOLS, DOCUMENTATION, AND OTHER INFORMATION (COLLECTIVELY, THE “SECURE SHARE API DOCUMENTATION”). BY SUBMITTING YOUR INFORMATION ON CCCSECURESHARE.COM AND SELECTING THE “ I ACCEPT” BOX, YOU REPRESENT TO CCC THAT YOU AGREE TO ALL OF THE TERMS AND CONDITIONS SET FORTH IN THIS DEVELOPER REGISTRATION AGREEMENT (“AGREEMENT”). IF YOU DISAGREE WITH ANY OF THE TERMS OR CONDITIONS OF THIS AGREEMENT, CCC DOES NOT GRANT YOU ANY RIGHTS TO USE THE SECURE SHARE API DOCUMENTATION. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER: (A) YOU REPRESENT AND WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO BIND YOUR EMPLOYER TO THE AGREEMENT, (B) YOUR EMPLOYER AGREES TO THE TERMS AND CONDITIONS IN THIS AGREEMENT, AND (C) REFERENCES TO “YOU” OR “YOUR” SHALL REFER TO YOUR EMPLOYER. ABSENT SUCH LEGAL AUTHORITY, YOU MAY NOT ENTER INTO THIS AGREEMENT ON BEHALF OF YOUR EMPLOYER, AND CCC DOES NOT GRANT YOUR EMPLOYER ANY RIGHTS UNDER THIS AGREEMENT. BEFORE YOU CAN OBTAIN THE SECURE SHARE API DOCUMENTATION, YOU MUST ACCEPT THIS AGREEMENT IN ITS ENTIRETY AND CCC MUST APPROVE YOUR REGISTRATION. ACCESSING THE SECURE SHARE API DOCUMENTATION CONSTITUTES ACCEPTANCE OF THE TERMS OF THIS AGREEMENT.
1. Registration Information and Right to Verify. You are required to provide certain information to CCC, including but not limited to information provided to us for verification of your qualification as an applicant and as CCC, in its sole discretion, may otherwise deem necessary to complete your registration. In addition, you acknowledge and agree that every time you access the Secure Share API Documentation, CCC may collect, maintain and use the following information from you: (a) operating system version; (b) IP address; (c) MAC address; (d) machine name; (e) web browser type; and (f) cookies (collectively with the registration information in the preceding sentence, “Information”). CCC reserves the right to request additional Information at any time. Upon reasonable request, CCC will disclose any cookies and their function which it places on computers and systems accessing the Secure Share API Documentation. You represent and warrant that all Information provided by you is true and accurate and that you have all rights necessary to provide that Information and grant CCC the rights to use it. You grant CCC permission to verify the Information, including but not limited to by calling or e-mailing you. You consent to use of the Information for the purposes set forth above, and irrevocably waive any and all claims and causes of action you may have arising from such disclosure or such use of your Information by us, our designees and agents.
2. Right to Deny Registration. CCC may deny your registration for any reason, including if CCC cannot verify your Information within fifteen (15) days or your failure to provide additional requested Information within fifteen (15) days of CCC’s request.
3. Account Information. Once CCC has reviewed and approved your registration, you will receive a unique password and user name designation (collectively, the “Account Information”). You are responsible for maintaining the confidentiality of the Account Information and are fully responsible for all activities that occur under the Account Information. Except as expressly set forth in Section 5 and Section 6, you may not disclose or transfer the Account Information to any individual or entity. Account Information is the property of CCC and may be immediately revoked in the event you improperly share them with any third party, if they are compromised, if you violate any term of this Agreement, or if CCC terminates this Agreement. If at any time CCC believes the Account Information has been compromised, CCC can change any or all of the Account Information. You shall immediately notify CCC of any confidentiality or security breach, including, but not limited to, any time you believe the Account Information has been compromised. You are strictly liable for all damages that result from any violation of the foregoing terms regarding Account Information.
4. License and Confidential Information. Contingent on your registration being approved by CCC and effective on the date that CCC provides you with Account Information, CCC hereby grants a nonexclusive, nontransferable, nonassignable, non-sublicensable (except as expressly permitted herein), revocable license to access the Secure Share API Documentation pursuant to the terms and conditions set forth in this Agreement and solely for the purpose set forth in Section 7 below (“License”). This Agreement is limited to the Secure Share API Documentation only and does not apply to other products and documentation sold or licensed by CCC and does not provide access to the CCC Secure Share™ Network (“Secure Share”), which is governed by a separate Application Registration Agreement entered into by CCC and an Application owner. The Secure Share API Documentation is the sole and exclusive property of CCC. CCC owns any information and feedback you provide concerning the Secure Share API Documentation (“Feedback”) and any modifications made to the Secure Share API Documentation and may use any such information and feedback in any manner and for any purpose. CCC does not grant any express or implied rights under any copyrights, patents, trademarks, trade secrets or other proprietary rights of any kind with respect to the Secure Share API Documentation or Secure Share, except for the License. You agree that the Secure Share API Documentation and any information provided by CCC pursuant to this Agreement, including, but not limited to, CCC intellectual property, are confidential and proprietary to CCC (the “Confidential Information”). You agree to hold all Confidential Information in strict confidence.
5. Affiliates. You may work with your wholly-owned subsidiary or parent entity of which you are a wholly-owned subsidiary (each an “Affiliate”) to facilitate your performance under this Agreement and sublicense your right to use your Account Information and the Secure Share API Documentation to such Affiliates; provided that you enter into this Agreement on behalf of such Affiliates. If you are entering into this Agreement on behalf of any such Affiliates, you represent and warrant that you have full legal authority to bind each such Affiliate to the terms of this Agreement, and you agree, on behalf of each such Affiliate, to the terms and conditions in this Agreement. The Agreement is binding on such Affiliates, and references to “you” or “your” shall include such Affiliates. Absent such legal authority, you may not enter into this Agreement, and CCC does not grant such Affiliates any rights to use the Secure Share API Documentation. You acknowledge and agree that any act or omission by such Affiliates amounting to a breach of this Agreement will be deemed a breach by you. CCC will have the right to directly enforce any term of this Agreement against such Affiliates.
6. Service Providers; Sublicensing. You may work with service providers as necessary to facilitate your performance under this Agreement and sublicense your right to use your Account Information and the Secure Share API Documentation to such service providers. You acknowledge and agree that any act or omission by your service provider(s) amounting to a breach of this Agreement will be deemed a breach by you. Except as set forth in Section 5 and this Section 6, all license rights (under any applicable intellectual property right) granted to you by CCC are not sublicenseable, transferable or assignable.
7. Scope of Access; Use; Restrictions. You may access and use the Secure Share API Documentation for the sole purpose of enabling a software application, website, or other interface that you develop, own or operate to interact with Secure Share (“Application”). You acknowledge that nothing herein grants you permission to publish or market the Application as having access to Secure Share until the Application owner has entered into a separate Application Registration Agreement covering such Application. You agree that you are solely responsible for the Applications that you develop.
8. Ownership. As between CCC and you: (i) CCC retains all rights, title and interest in and to all intellectual property rights embodied in or associated with the Secure Share API Documentation, Secure Share and any Feedback; and (ii) you retain all rights, title and interest in and to all intellectual property rights embodied in your Application, excluding the aforementioned rights in (i) above owned by or licensed to CCC. There are no implied licenses under this Agreement, and any rights not expressly granted to you hereunder are reserved by CCC. You will not take any action inconsistent with CCC’s ownership of the Secure Share API Documentation or Secure Share. CCC agrees not to take any action inconsistent with your ownership of your Application.
9. Material. Any material obtained through the use of the Secure Share API Documentation is done at your own discretion and risk, and you will be solely responsible for any damages to your computer system or loss of data that results from the download or use of any such material.
10. Communication. CCC may periodically send business communications to you via email at the email address for your primary contact provided during the registration process and you authorize it to do so. You may update your primary contact via CCCSECURESHARE.COM.
11. Similar Products. In no event will CCC be precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing or developing for third parties, as well as marketing and distributing, materials which are competitive with your Application or other products or services provided by you, irrespective of their similarity to your current products or products that you may develop.
12. Term and Termination. CCC may terminate this Agreement and revoke access to Account Information for any reason, but in such event, CCC will give you reasonable advance notice prior to the effective date of such termination or revocation.
CCC may immediately suspend the License and your access to the Secure Share API Documentation if you fail to comply with any of the terms and conditions of this Agreement, or for any other good cause, including, without limitation if you (i) are suspected to not be in compliance with the terms and conditions of this Agreement; (ii) violate or threaten to violate the proprietary rights or other rights of a third party; (iii) violate or threaten to violate applicable law; (iv) engage in conduct that may create liability for CCC; (v) violate or threaten to violate any of the terms of the Application Registration Agreement; or (vi) harm or threaten to harm systems or networks of users or CCC, or the Secure Share API Documentation. CCC will provide reasonably prompt notice following any such suspension (which notice shall include the cause of such suspension) and, upon any such suspension, you shall desist from using or accessing Secure Share API Documentation that you have in your possession, custody or control. In the event of termination of the License or this Agreement, you shall desist from using or accessing Secure Share API Documentation and destroy all copies that you have in your possession, custody or control.
13. Export. The U.S. export control laws regulate the export and re-export of technology originating in the United States. You agree to abide by these laws and their regulations, including, but not limited to, the Export Administration Act and the Arms Export Control Act, and not to download or transfer, by electronic transmission or otherwise, any information on Secure Share in violation of such laws. You may access and use the Secure Share API Documentation outside of the United States solely for the purpose of developing your Application in accordance with this Agreement.
14. Choice of Law; Binding Arbitration; Class Action Waiver. This Agreement shall be governed by and construed in accordance with the laws of the State of Illinois to the exclusion of its conflict of laws rules. Any dispute, claim, case or controversy, whether in tort, contract, statute or otherwise, arising out of or relating to this contract, including any question regarding its existence, validity, or termination or arising out of or relating to the relationship between you and CCC or any of the respective agents, partners, contractors or employees thereof shall be resolved by binding arbitration. This Agreement does not permit class arbitration or any claims brought as a plaintiff or class member in any class or representative arbitration proceeding. No arbitration will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings. Any disputes regarding arbitrability, the scope of arbitration or the arbitrator’s jurisdiction will be decided by the arbitrator. The arbitration will be administered by either (a) the American Arbitration Association under its Commercial Arbitration Rules or (b) JAMS Dispute Resolution Experts under its Comprehensive Arbitration Rules, or such other AAA or JAMS rules as the parties may agree. The arbitration will be conducted by a single arbitrator in English in Chicago, Illinois. The award of the arbitrator shall be accompanied by a statement of the reasons upon which the award is based. The arbitrator may, in their discretion, include in the award an allocation to any party of such fees and costs, including attorney’s fees, as the arbitrator deems reasonable. This agreement is governed by the Federal Arbitration Act, and any award shall be subject to judicial confirmation in any court having jurisdiction. Notwithstanding the foregoing, either party may immediately bring a proceeding seeking preliminary injunctive relief in a court having jurisdiction thereof which shall remain in effect until a final award is made in the arbitration. If any part of this paragraph is deemed illegal, unenforceable or invalid, then that portion will be severed and it shall not operate to invalidate any other portion of this paragraph.
BY AGREEING TO THIS ARBITRATION PROVISION, THE PARTIES UNDERSTAND THAT THEY ARE WAIVING ANY RIGHT TO SUE IN COURT AND HAVE A JURY TRIAL AS WELL AS ANY RIGHT TO PARTICIPATE IN A CLASS ACTION OR IN CLASS ACTION PROCEEDINGS.
15. General. This Agreement represents the entire understanding between you and CCC regarding the subject matter of this Agreement and supersedes any prior written or oral statements, agreements or representations concerning the subject matter of this Agreement. If any part of this Agreement is found void and unenforceable, it will not affect the validity of the other parts of this Agreement. You agree that CCC may revise, amend or modify the terms and conditions of this Agreement in CCC’s sole discretion, which will be provided to you by posting on www.cccsecureshare.com or via notice by email. Any such change by CCC will be binding and effective immediately on the date thirty (30) days after the revised Agreement is posted or emailed to you. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT BY SENDING NOTICE TO SECURESHARE@CCCIS.COM BEFORE THE EFFECTIVE DATE OF THE AMENDMENT(S), WHICH NOTICE WILL BE EFFECTIVE UPON RECEIPT BY CCC. YOUR USE OF THE SECURE SHARE API DOCUMENTATION AFTER THE DATE THAT AN AMENDMENT BECOMES EFFECTIVE WILL CONSTITUTE YOUR ACCEPTANCE OF THAT AMENDMENT. You may not modify the Agreement unless agreed to in writing and signed by an authorized CCC officer. The headings to the various sections of the Agreement are for convenience and ease of reference only and do not define, limit, augment, or describe the scope, content, or intent of this Agreement or any part or parts of this Agreement. Sections 1, 3, 4 (3rd, 4th and 5th sentences only), 5 (last sentence only), and 6-19, together with the definitions used and the provisions cross-referenced by such enumerated provisions to the extent necessary for the construction and enforcement thereof, shall survive the termination or expiration of this Agreement.
16. Limitation of Liability. YOU EXPRESSLY UNDERSTAND AND AGREE THAT, EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 16, CCC SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, PUNITIVE, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR OTHER LIABILITY, WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, UNDER THIS AGREEMENT, EVEN IF CCC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THE ABOVE IS NOT ENFORCEABLE, CCC’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES SHALL NOT EXCEED FIFTY DOLLARS ($50) IN THE AGGREGATE. The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.
In the event of any breach of CCC’s representation and warranty made in Section 18(b) of this Agreement, your sole remedy shall be either to terminate this Agreement or to require CCC to, at its election: (i) procure the right for you to continue to access and use the intellectual property infringing any third party’s intellectual property right (the “Infringing Material”), (ii) replace or modify the API Documentation in a manner that removes or replaces the Infringing Material, or (iii) immediately terminate the Secure Share program, including this Agreement.
17. Developer Indemnity. You agree to indemnify and hold harmless CCC, its parent, subsidiaries, affiliates and contractors and their respective directors, officers, employees and agents (the “Indemnitees”) from and against any and all claims, actions, demands, damages, costs, liabilities, losses and expenses, including reasonable attorneys’ fees (the “Claims”), and to defend the Indemnitees against any Claims relating to or arising out of (a) your use of the Secure Share API Documentation or Secure Share; and (b) the development, maintenance and use of your Application(s), including but not limited to infringement of third party intellectual property rights.
18. Representations and Warranties.
a. By You. You represent and warrant that all information provided by you in connection with your registration is complete and accurate and that you have full capacity and authority to enter into this Agreement.
b. By CCC. CCC represents and warrants that it has all intellectual property rights, including but not limited to all patent, trademark, trade secret, copyright, and other proprietary rights, in and to the API Documentation.
19. DISCLAIMER OF WARRANTIES. IN ADDITION TO (AND NOT IN LIMITATION OF) ALL OTHER DISCLAIMERS MADE BY CCC IN THIS AGREEMENT, YOU UNDERSTAND AND AGREE THAT, EXCEPT AS EXPRESSLY SET FORTH IN SECTION 18(B), CCC PROVIDES ACCESS TO THE SECURE SHARE API DOCUMENTATION AND SECURE SHARE ON AN “AS IS” BASIS WITHOUT ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF NONINFRINGEMENT OF THIRD PARTY RIGHTS, AND ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CCC DOES NOT REPRESENT OR WARRANT THAT ANY CCC SITE, SERVICES, THE SECURE SHARE API DOCUMENTATION OR SECURE SHARE WILL OPERATE SECURELY OR WITHOUT INTERRUPTION. THE ENTIRE RISK AS TO THE QUALITY, ACCURACY, APPROPRIATENESS FOR A PARTICULAR TASK AND USE OF THE SECURE SHARE API DOCUMENTATION AND SECURE SHARE IS YOURS.
SELECT THE “I ACCEPT” BUTTON: I HAVE READ AND UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT AND, THEREFORE, AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
OR
SELECT THE “I DO NOT ACCEPT” BUTTON: I HAVE NOT READ, DO NOT UNDERSTAND THE TERMS AND CONDITIONS OF THIS AGREEMENT, OR DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.