Last Updated: 25 March 2025
This Software License Agreement ("Agreement") is a legally binding agreement between you (either an individual or an entity, "Licensee") and NextQuery LLC ("NextQuery", "we", "us", or "our") governing your use of our software, APIs, services, documentation, and any related materials (collectively, the "Software"). By using or accessing the Software, you agree to be bound by the terms of this Agreement. If you do not agree to these terms, do not use or access the Software.
1.1 "Software" means all software, source code, object code, documentation, APIs, and related materials provided by NextQuery LLC, including any modifications, enhancements, or updates.
1.2 "Services" refers to the cloud-based services, APIs, endpoints, and backend functionalities offered by NextQuery LLC, including but not limited to A/B Testing, Analytics, Authentication, Cloud Functions, Database, File Storage, Hosting, Stream, and Neuro.
1.3 "Licensee" means any individual or legal entity that accesses or uses the Software under this Agreement.
1.4 "API Keys" refer to unique alphanumeric strings generated by NextQuery when a client creates a workspace for a specific service. These keys are used for authenticating and authorizing API requests.
1.5 "Request Origin" refers to the Base64-encrypted string representing the name of the app or website that is sent as a header in API requests.
2.1 License Grant. Subject to the terms and conditions of this Agreement, NextQuery LLC hereby grants Licensee a non-exclusive, non-transferable, revocable, worldwide license to use, reproduce, display, and execute the Software solely for the purpose of integrating and interacting with NextQuery Services in accordance with the documentation provided by NextQuery.
2.2 API Access. Licensee is granted the right to access and use NextQuery API endpoints following the URL format:
/api/<version>/<service>/<action>
2.3 Updates and Enhancements. NextQuery LLC may update or enhance the Software from time to time at its sole discretion. Continued use of the Software constitutes acceptance of such updates under the terms of this Agreement.
3.1 Prohibited Activities. Licensee shall not: - Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software, except as expressly permitted by applicable law. - Modify, adapt, or create derivative works of the Software without prior written consent from NextQuery LLC. - Remove, obscure, or alter any proprietary notices, labels, or marks on the Software. - Use the Software in any manner that violates applicable laws or regulations, or that may harm NextQuery LLC or its users. - Distribute or sublicense the Software except as explicitly authorized in writing by NextQuery LLC.
3.2 Data Security. Licensee must implement reasonable security measures to protect API keys, App IDs, and the Request Origin header, ensuring that they are not exposed or misused.
4.1 Proprietary Rights. The Software and all intellectual property rights therein remain the exclusive property of NextQuery LLC. Licensee acknowledges that nothing in this Agreement grants any rights to Licensee in the Software beyond the limited license granted herein.
4.2 Feedback. Any feedback, suggestions, or recommendations provided by Licensee regarding the Software shall become the sole property of NextQuery LLC. NextQuery LLC is free to use such feedback without any obligation or compensation to Licensee.
5.1 Confidential Information. Each party agrees to maintain the confidentiality of any proprietary or confidential information disclosed by the other party, including but not limited to API keys, internal documentation, and business practices. Confidential information shall not be disclosed to any third party without the prior written consent of the disclosing party.
5.2 Exclusions. Confidential information does not include information that (a) is publicly known at the time of disclosure, (b) becomes publicly known through no fault of the receiving party, or (c) is required to be disclosed by law.
6.1 Term. This Agreement is effective as of the date Licensee first accesses or uses the Software and shall remain in effect until terminated.
6.2 Termination for Convenience. Licensee may terminate this Agreement at any time by ceasing all use of the Software and API endpoints.
6.3 Termination by NextQuery LLC. NextQuery LLC may terminate this Agreement immediately if Licensee breaches any material provision of this Agreement. Upon termination, Licensee must immediately cease all use of the Software, API keys, and related materials.
6.4 Effect of Termination. Termination of this Agreement does not relieve Licensee of its obligations regarding confidentiality, indemnification, and any accrued liabilities.
THE SOFTWARE IS PROVIDED "AS IS," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. NEXTQUERY LLC DOES NOT WARRANT THAT THE SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. LICENSEE ASSUMES ALL RISK ARISING FROM THE USE OF THE SOFTWARE.
IN NO EVENT SHALL NEXTQUERY LLC BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, OR USE, INCURRED BY LICENSEE OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, EVEN IF NEXTQUERY LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NEXTQUERY LLC'S LIABILITY SHALL NOT EXCEED THE AMOUNT PAID BY LICENSEE FOR THE SOFTWARE DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.
Licensee agrees to indemnify, defend, and hold harmless NextQuery LLC and its affiliates, officers, directors, and employees from and against any and all claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or in any way connected with Licensee's use of the Software or any breach of this Agreement.
10.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which NextQuery LLC is organized, without regard to its conflict of law principles.
11.1 Entire Agreement. This Agreement constitutes the entire agreement between Licensee and NextQuery LLC regarding the Software and supersedes all prior or contemporaneous communications and proposals, whether oral or written.
11.2 Amendments. NextQuery LLC reserves the right to modify or amend this Agreement at any time by providing notice to Licensee. Continued use of the Software following any such modifications constitutes acceptance of the updated terms.
11.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
11.4 Waiver. The failure of NextQuery LLC to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by NextQuery LLC in writing.
By using the Software and accessing NextQuery LLC's services, Licensee acknowledges that they have read, understood, and agree to be bound by the terms of this Agreement.