API EULA
Genesis eBONDS API End User License Agreement (EULA)
Effective Date: February 10, 2025
This End User License Agreement (“Agreement”) is entered into by and between GenCore Candeo, Ltd., located at 5800 Eagles Nest Blvd., Tyler, TX 75703 (“Company”), and the individual or entity accepting this Agreement (“User”).
By accessing or using the Company’s software, application programming interface (“API”), platform, or related services (collectively, the “Software”), User agrees to be bound by this Agreement.
1. Purpose and License Grant
Subject to the terms of this Agreement, Company grants User a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Software solely for User’s internal business or personal purposes, as authorized by Company. Use of the Software in testing, staging, or production environments is subject to Company’s approval and policies. No ownership rights are transferred under this Agreement.
2. Definitions
2.1 Confidential Information
“Confidential Information” means all non-public technical, commercial, and business information disclosed by Company to User, including but not limited to:
- Software code, APIs, documentation, and algorithms
- System architecture and processes
- Client and user data
- Pricing, marketing, and business strategies
- Product roadmaps and development plans
- Designs, specifications, and layouts
Confidential Information may be disclosed in written, electronic, visual, oral, or other form.
3. Restrictions on Use
User shall not:
a. Copy, modify, reverse engineer, decompile, or disassemble the Software;
b. Reproduce, distribute, or sublicense the Software;
c. Use the Software beyond its authorized purpose;
d. Circumvent security or access controls;
e. Use the Software to compete with Company;
f. Use Confidential Information for solicitation or competitive advantage.
Except as expressly permitted, no rights are granted under this Agreement.
4. Confidentiality Obligations
User agrees to:
a. Protect Confidential Information using the same degree of care used to protect its own confidential information, but no less than reasonable care;
b. Restrict access to Confidential Information to authorized employees or contractors who have a legitimate need to know;
c. Use Confidential Information solely for permitted purposes under this Agreement.
5. Ownership and Intellectual Property
All Confidential Information, Software, and related intellectual property remain the sole property of Company. This Agreement does not grant any rights under Company’s patents, copyrights, trademarks, trade secrets, or other intellectual property.
6. Return and Destruction of Information
Upon termination of this Agreement or upon Company’s request, User shall promptly:
- Return, delete, or destroy all Confidential Information and Company materials; and
- Certify destruction if requested by Company.
7. Exclusions from Confidential Information
Confidential Information does not include information that:
a. Is publicly available through no fault of User;
b. Was lawfully known to User prior to disclosure;
c. Is received lawfully from a third party without restriction;
d. Is independently developed without reference to Company information;
e. Is disclosed with Company’s written consent;
f. Is required to be disclosed by law or court order (with prior notice when permitted).
8. Export Control Compliance
User agrees to comply with all applicable U.S. export control and sanctions laws, including:
- Export Administration Regulations (EAR)
- International Traffic in Arms Regulations (ITAR)
- Office of Foreign Assets Control (OFAC) rules
User shall not export, transfer, or disclose the Software in violation of applicable laws.
9. Term and Termination
This Agreement is effective upon acceptance and continues until terminated. Company may terminate this Agreement at any time with thirty (30) days’ notice or immediately for breach.
Upon termination:
- All licenses terminate;
- User must cease use of the Software;
- Confidentiality obligations survive.
Confidentiality obligations shall survive for five (5) years from disclosure.
10. Disclaimer of Warranties
THE SOFTWARE AND INFORMATION ARE PROVIDED “AS IS” AND “AS AVAILABLE.” COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:
- MERCHANTABILITY
- FITNESS FOR A PARTICULAR PURPOSE
- NON-INFRINGEMENT
- ACCURACY OR COMPLETENESS
Company does not warrant uninterrupted or error-free operation.
11. Limitation of Liability
To the maximum extent permitted by law, Company shall not be liable for:
- Indirect, incidental, special, consequential, or punitive damages;
- Loss of profits, data, or business opportunities.
Company’s total liability shall not exceed the amount paid by User to Company in the twelve (12) months preceding the claim.
12. Injunctive Relief
User acknowledges that unauthorized use or disclosure of Confidential Information may cause irreparable harm. Company is entitled to seek injunctive or equitable relief without posting bond, in addition to other remedies.
13. Non-Interference and Non-Competition
During and after the term of this Agreement, User agrees not to:
- Use Confidential Information to solicit Company customers or partners;
- Interfere with Company relationships;
- Compete using Company’s proprietary information.
This section does not prohibit lawful competition based on publicly available information.
14. Governing Law and Venue
This Agreement is governed by the laws of the State of Texas, without regard to conflict-of-law principles. Exclusive venue shall be in courts located in Texas.
15. Entire Agreement
This Agreement constitutes the entire agreement between the parties regarding the Software. No modification is valid unless in writing and signed by Company.
16. Assignment
User may not assign or transfer this Agreement without Company’s prior written consent. Company may assign this Agreement without restriction.
17. Severability
If any provision is held invalid, the remaining provisions shall remain in full force and effect.
18. Acceptance
By accessing or using the Software, User acknowledges that they have read, understood, and agree to be bound by this Agreement.