API License Agreement
This Agreement applies to all developers and users who build or access Mural Pay’s services via the Mural API.
This API License Agreement (this “Agreement”) is entered into by and between Mural Technologies, Inc., a Delaware corporation with offices located at 169 Madison Avenue, Suite 2476, New York, NY 10016 (“Mural”), and the individual or entity executing an Order Form that references this Agreement (“Developer”). Mural and Developer may be referred to herein individually as a “Party” and collectively as the “Parties.”
This Agreement is effective as of the effective date of the applicable Order Form referencing this Agreement (the “Effective Date”). By executing such an Order Form, or by accessing or using the Mural API or Services, Developer agrees to be bound by this Agreement.
WHEREAS, Mural desires to license the API to Developer; and
WHEREAS, Developer desires to obtain a license from Mural to the API and the Mural Services, subject to the terms and conditions of this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
Definitions.
“API” means the application programming interface, collection of endpoints, and any API Documentation or other API materials made available to Developer by Mural, including, without limitation, through www.muralpay.com, including any Updates.
“API Documentation” means the API documentation made available to Developer by Mural from time to time, including, without limitation, through www.muralpay.com.
“API Key” means the security key Mural makes available for Developer to access the API.
“Applications” means any applications developed by Developer to interact with the API and the Mural Services.
“End Users” means Developer’s clients.
“End User Integration” means the provision of the Mural Services to Developer and End Users.
“Internal-Use Integration” means the provision of the Mural Services to Developer, excluding End Users.
“Mural Marks” means Mural's proprietary trademarks, trade names, branding, or logos made available for use pursuant to this Agreement.
“Mural Services” means the technology and application software made available by Mural on a hosted basis as listed and described at www.muralpay.com, including the submission of Transactions, which may integrated by the Developer via an End User Integration or Internal-Use Integration.
“Mural Privacy Policy” means the then-current version of Mural’s privacy policy and data protection requirements, available at www.muralpay.com/legal.
“Mural Terms of Service” means the then-current version of the terms applicable to End Users’ use of the Mural Services through the Application, available at www.muralpay.com/legal.
“Order Form” means the document executed between Developer and Mural under this Agreement, detailing the term of the Mural Services, the Application, type of integration, support services, and any other applicable terms.
“Transaction” means any digital order, refund, or any other instruction submitted or transaction initiated by an End User or by Developer through the Mural Services.
“Updates” means any updates, bug fixes, patches, or other error corrections to the API that Mural generally makes available free of charge to all licensees of the API.
License.
License Grant. Subject to and conditioned on Developer’s payment of Fees and compliance with all other terms and conditions set forth in this Agreement, Mural hereby grants Developer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the term of the Agreement to: (i) use the API solely for the purposes of internally developing the Applications that will communicate and interoperate with the Mural Services; and (ii) display certain Mural Marks in compliance with usage guidelines that Mural may specify from time to time solely in connection with the use of the API, the Applications and the Mural Services, and not in connection with the advertising, promotion, distribution, or sale of any other products or services.
Use Restrictions. Developer shall not use the API, the Mural Services or any Mural Mark 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, Developer shall not at any time, and shall not permit others to: (i) copy, modify, or create derivative works of the API, in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the API; (iii) 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; (iv) remove any proprietary notices from the API; (v) 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; (vi) combine or integrate the API with any software, technology, services, or materials not authorized by Mural; (vii) design or permit the Applications to disable, override, or otherwise interfere with any Mural-implemented communications to End Users, consent screens, End User settings, alerts, warning, or the like; (viii) use the API in any of the Applications to replicate or attempt to replace the user experience of the Mural Services; or (ix) attempt to cloak or conceal Developer’s identity or the identity of the Applications when requesting authorization to use the API. Mural may set and enforce limits on Developer’s use of the API (limiting the number of requests that Developer may make, the number of sub-accounts, etc.) in its sole discretion. Any applicable limits will be communicated to Developer and Developer will comply with such limits. If Developer would like to use the API beyond these limits, Developer must obtain Mural’s express written consent (and applicable Fees may apply).
Reservation of Rights. Mural reserves all rights not expressly granted to Developer in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants to Developer 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.
Financial Partners. Certain features of the Mural Services, including the facilitation of Transactions, may be provided by our financial institution partners (“Financial Partners”). Mural is not a money transmitter and does not perform money transmission or money transfer or payment services. All payments made based on the Transactions submitted to Mural through the Mural Services are processed and disbursed by our Financial Partners, who are regulated financial institutions. Funds held by our Financial Partners may not be eligible for share insurance offered by the National Credit Union Share Insurance Fund and are not eligible for insurance sponsored by the Federal Deposit Insurance Corporation.
Developer Responsibilities.
Developer is responsible and liable for all uses of the API and the Mural Services resulting from access provided by Developer, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, Developer is responsible for all acts and omissions of End Users in connection with the Application, the Mural Services and their use of the API, if any. Any act or omission by End Users that would constitute a breach of this Agreement if taken by Developer will be deemed a breach of this Agreement by Developer.
For End User Integrations, Developer shall (i) comply with Mural’s requirements in the display and acknowledgement of End Users’ agreement with the Mural Terms of Service and Mural Privacy Policy, (ii) provide Mural with any and all records, as required by Mural, to evidence said End User acknowledgement, and (iii) provide Mural, at any time, with any information required for Mural to comply with its obligations pertaining to End Users and all Transactions. Developer acknowledges that Mural has sole discretion in the approval of any End User for access to the Mural Services and submission of Transactions, including the provision of continued services. Developer grants Mural (i) a license to host, copy, transmit and display the Application and data for use with the Mural Services, and (ii) a revocable, non-exclusive, worldwide, royalty-free license to host the Application on Mural servers and publish any information Developer provides to Mural in furtherance of Mural’s delivery of the Mural Services.
Developer must obtain an API Key after registering with Mural at https://app.muralpay.com/ to use and access the API. Developer may not share the API Key with any third party, must keep the API Key and all log-in information secure, and must use the API Key as Developer’s sole means of accessing the API.
Developer shall comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on https://developers.muralpay.com/ from time to time. Developer 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 End User from further use of the Applications. Developer is solely responsible for posting any privacy notices and obtaining any consents from End Users required under applicable laws, rules, and regulations for their use of the Applications.
Developer will use commercially reasonable efforts to safeguard the API, the Mural Services and Mural Marks (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. Developer will promptly notify Mural if Developer becomes aware of any infringement of any intellectual property rights in the API, the Mural Services or Mural Marks and will fully cooperate with Mural in any legal action taken by Mural to enforce Mural’s intellectual property rights.
All use by Developer of the Mural Marks, if any, will comply with any usage guidelines that Mural may specify from time to time. Developer agrees that Developer’s use of the Mural Marks in connection with this Agreement will not create any right, title, or interest in or to the Mural Marks in favor of Developer and all goodwill associated with the use of the Mural Marks will inure to the benefit of Mural.
Fees and Payment.
Fees. Developer shall pay Mural the fees (“Fees”) set forth in the Order Form without offset or deduction. Developer shall make all payments hereunder in US dollars on or before the due date set forth in the Order Form. If Developer fails to make any payment when due, in addition to all other remedies that may be available: (i) Mural may charge interest on the past due amount at the rate of 1.5% per month, calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) Developer shall reimburse Mural for all reasonable costs incurred by Mural in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for five (5) business days following written notice thereof, Mural may prohibit access to the API until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to Developer or any other person by reason of such prohibition of access to the API.
Taxes. All Fees and other amounts payable by Developer under this Agreement are exclusive of taxes and similar assessments. Developer is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Developer hereunder, other than any taxes imposed on Mural's income.
Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, and whether or not marked, designated, or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five (5) years from the date first disclosed to the receiving Party; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
Collection and Use of Information. Mural may collect certain information through the API or the Mural Services about Developer, End Users, or any of Developer’s employees, contractors, or agents. By accessing, using, and providing information to or through the API or the Mural Services, Developer consents to all actions taken by Mural with respect to Developer’s information in compliance with the Mural Privacy Policy.
Intellectual Property Ownership; Feedback. Developer acknowledges that, as between Developer and Mural, (a) Mural owns all right, title, and interest, including all intellectual property rights, in and to the API, the Mural Services, and the Mural Marks, and (b) Developer owns all right, title, and interest, including all intellectual property rights, in and to the Applications, excluding the aforementioned rights in Section 7(a). If Developer or any of Developer’s employees, contractors, and agents sends or transmits any communications or materials to Mural by mail, email, telephone, or otherwise, suggesting or recommending changes to the API, the Mural Services, or the Mural Marks, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), all such Feedback is and will be treated as non-confidential. Developer hereby assigns to Mural on Developer’s behalf, and on behalf of Developer’s employees, contractors, and agents, all right, title, and interest in, and Mural is free to use, without any attribution or compensation to Developer or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Mural is not required to use any Feedback.
Disclaimer of Warranties. THE API, THE MURAL SERVICES AND MURAL MARKS ARE PROVIDED “AS IS” AND MURAL SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. MURAL SPECIFICALLY DISCLAIMS ALL 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. MURAL MAKES NO WARRANTY OF ANY KIND THAT THE API, THE MURAL SERVICES OR MURAL MARKS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET DEVELOPER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF DEVELOPER’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.
Indemnification. Developer agrees to indemnify, defend, and hold harmless Mural and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, arising from or relating to (a) Developer’s use or misuse of the API, the Mural Services or Mural Marks, (b) Developer’s breach of this Agreement, and (c) the Applications, including any End User’s use thereof. In the event Mural seeks indemnification or defense from Developer under this provision, Mural will promptly notify Developer in writing of the claim(s) brought against Mural for which Mural seeks indemnification or defense. Mural reserves the right, at Mural’s option and in Mural’s sole discretion, to assume full control of the defense of claims with legal counsel of Mural’s choice. Developer may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by Mural or bind Mural in any manner, without Mural’s prior written consent. In the event Mural assumes control of the defense of such claim, Mural will not settle any such claim requiring payment from Developer without Developer’s prior written approval.
Limitations of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL MURAL BE LIABLE TO DEVELOPER 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 OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE API OR THE MURAL SERVICES; OR (b) ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF TWELVE (12) MONTHS OF FEES PAID BY DEVELOPER TO MURAL UNDER THE APPLICABLE ORDER FORM, EVEN IF MURAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR MURAL WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ANY CLAIM DEVELOPER MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.
Term and Termination.
Term. The term of this Agreement begins on the Effective Date and, unless otherwise terminated earlier pursuant to any of the Agreement’s express provisions, will continue in effect until all Order Forms are terminated (the “Term”).
Termination.
This Agreement will terminate immediately and automatically without any notice if Developer violates any of the terms and conditions of this Agreement.
Mural may terminate any specific End User per the terms of the Mural Terms of Service.
Developer may terminate this Agreement for any reason upon ninety (90) days prior written notice to Mural. Termination of this Agreement does not automatically terminate any Order Form that is in effect at the time, and the terms of this Agreement shall survive any such termination as it relates to any specific Order Form.
Either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
Effect of Expiration or Termination. Upon expiration or termination of this Agreement for any reason all licenses and rights granted to Developer under this Agreement will also terminate and Developer must cease using, destroy, and permanently erase all copies of the API, the Mural Services and Mural Marks from all devices and systems Developer directly or indirectly controls.
Survival. Any terms that by their nature are intended to continue beyond the termination or expiration of this Agreement will survive termination.
Miscellaneous.
Entire Agreement. This Agreement, together with any other documents incorporated herein by reference and all related Exhibits and Order Forms, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related Exhibits, the Order Forms, and any other documents incorporated herein by reference, the following order of precedence governs: (a) first, this Agreement, excluding its Exhibits; (b) second, the Exhibits to this Agreement as of the Effective Date; (c) third, the respective Order Form; and (d) fourth, any other documents incorporated herein by reference.
Notices. All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) must be in writing and addressed to the Parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the Party giving Notice from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), facsimile, email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre-paid). Except as otherwise provided in this Agreement, a Notice is effective only: (i) upon receipt by the receiving Party, and (ii) if the Party giving the Notice has complied with the requirements of this Section.
Amendment and Modification; Waiver. No amendment to or modification of this Agreement is effective unless it is in writing and signed by an authorized representative of each Party. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof, and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
Severability. 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.
Governing Law and Jurisdiction. This Agreement is governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of New York. 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 New York, in each case located in the city of New York and County of New York, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or proceeding.
Assignment. Developer 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 Mural. 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.
Export Regulation. The API and the Mural Services may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. Developer shall not, directly or indirectly, export, re-export, or release the API or Mural Services to, or make the API or the Mural Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. Developer shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the API or the Mural Services available outside the US.
Equitable Relief. Each Party acknowledges and agrees that a breach or threatened breach by such Party of any of its obligations under 5 or, in the case of Developer, Section 2(b), would cause the other Party irreparable harm for which monetary damages would not be an adequate remedy and agrees that, in the event of such breach or threatened breach, the other Party will be entitled to equitable relief, including a restraining order, an injunction, specific performance, and any other relief that may be available from any court, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity, or otherwise.
Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.
