SEI Application Programming Interface
Important legal information about this portal
SECTION 1 DEFINITIONS
1.01 "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity; and "control," for purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
1.03 “API Documentation” means the Documentation, data and information that SEI provides to developers regarding how to use the SEI API through the SEI Developer Portal.
1.04 “API Products” means any two or more SEI API.
1.05 “Application” or “App” means any application, website or website service, mobile application, product or service that Developer creates, which integrates with or uses one or more SEI API.
1.06 “Confidential Information” shall have the meaning given such term in Section 5.01.
1.07 “Content” means any data or information made available via the SEI API, including Developer Data as well as information provided by SEI or accessible from publicly available sources or third party content providers, as more fully described in the Documentation.
1.08 “Data” means any data, information or Content uploaded, posted, transmitted or otherwise made available to users via the SEI API.
1.09 “Developer Data” means any data or information made available to SEI by a Developer in connection with the Developer’s use of the Services or SEI API.
1.10 “Developer” means an individual or Person who enters into this Agreement and agrees to be bound by the terms and conditions herein. For the avoidance of doubt, with respect to any Person that is a body corporate, the term Developer shall include each employee, contractor or agent of such Person who acts on such Person’s behalf.
1.11 “Documentation” means all documentation, technical manuals, operator and user manuals, flow diagrams, file descriptions and other written information describing the functions, operational characteristics, usage restrictions and specifications of the SEI API, or explaining how to install, use, maintain and/or support such software or other technology, each as the same may be updated from time to time.
1.12 “Extension Term” shall have the meaning given such term in Section 6.02.
1.13 “Initial Term” shall have the meaning given such term in Section 6.02.
1.14 “Order Form” means an ordering document specifying the Services to be provided hereunder that is entered into between Developer and SEI or any of such party’s Affiliates, including any addenda and supplements thereto. By entering into an Order Form hereunder, an Affiliate agrees to be bound by the terms of this Agreement as if it were an original party hereto. A template Order Form is attached hereto as Exhibit B.
1.15 “Order Form Term” shall have the meaning given such term in Section 6.02.
1.16 “Person” shall mean any natural person, partnership, estate, association, custodian, nominee, limited liability company, corporation, trust or other legal entity.
1.17 “SEI API” means the commercially available SEI Application Programing Interface, which provides Data to clients when invoked as permitted herein.
1.18 “SEI Brand” means the brand identity and assets belonging to SEI; its parent, SEI Investments Company; and all other wholly-owned direct and indirect subsidiaries of SEI Investments Company, including names, logos, service marks, trade names and trademarks.
1.19 “SEI Customers” means those Persons with whom SEI or its Affiliates have a contractual relationship pursuant to which SEI or such Affiliate is obligated to provide products or services to such customer.
1.20 “SEI Developer Portal” means the portal through which App developers can register Applications and obtain API Documentation regarding SEI API.
1.21 “SEI IP” means all patents, copyrights, trademarks, trade secrets and other intellectual property rights inherent in, or appurtenant to any of the Services, Documentation or any portion thereof.
1.22 “SEI Proprietary Information” means the SEI IP and the manuals, user guides, operating manuals, Documentation, and other materials, business plans, software codes, trade secrets, designs, concepts, discoveries, ideas, enhancements, improvements, inventions, and other confidential or proprietary information supplied or disclosed by or on behalf of SEI to Developer pursuant to this Agreement.
1.23 “SEI” shall refer to SEI Global Services, Inc.
1.24 “Services” means the products and services that are ordered by Developer under an Order Form and made available by SEI pursuant to this Agreement, which may include SEI API, API Products and Documentation, access to web-based applications, implementation, training, maintenance and support. “Services” exclude Content and Third Party Applications.
1.25 “Term” shall have the meaning set forth in Section 6.01.
1.27 “Third Party Applications” refers to tools or products that are licensed or otherwise made available for use through the SEI API from a third party. For the avoidance of doubt, all Third Party Applications are provided as-is and as-available, and additional terms regarding such use may apply. Users of Third Party Applications shall be solely responsible for their compliance with any such additional terms or conditions imposed by the providers of such Third Party Applications.
SECTION 2 DEVELOPER ACCOUNTS
Access to the SEI Developer Portal is granted to Developers who agree to be bound by the terms of the Agreement and who SEI, in its sole discretion, approves and grants access. Any Developer seeking access to the SEI Developer Portal must request such access from SEI through the login page of the SEI Developer Portal located at: developers.seic.com; agree to be bound by these terms and conditions and provide all other information and assurances as may be requested as part of the registration. Developer shall have an ongoing obligation to ensure that all information provided to SEI hereunder is true, accurate and complete and shall inform SEI of any changes to the information provided to SEI as part of Developer’s registration. If approved, SEI shall provide each individual who is authorized with unique login information. Developer shall be solely responsible for maintaining the confidentiality of all login and account information related to the SEI Developer Portal. In the event that a Developer believes its account or login information has been compromised or shared with a third party not authorized by SEI or in the event an employee of Developer ceases to be employed by Developer, Developer shall promptly inform SEI of such circumstances. SEI assumes no responsibility for losses incurred as a result of an unauthorized Person having access to a Developer’s user credentials.
SECTION 3 ACCESS AND USE
3.01 Entitlements. SEI shall provide Developer with access to certain SEI API, API Products, Documentation, information, forums, products and services (collectively, the “Services”) as may be requested by Developer and agreed by SEI from time to time in writing pursuant to an Order Form. SEI may add new Services to the SEI Developer Portal from time to time and Developer may request access to additional Services. Any additional Services shall be made available subject to the terms and conditions set forth in specific Order Forms entered into in accordance with the Agreement. Additionally, SEI may remove Services from time to time in its sole discretion.
3.02 Use. Subject to Developer’s compliance with the terms and conditions of the Agreement, SEI shall grant to Developer a limited, non-transferable, revocable, non-assignable and non-exclusive license to access and use those Services that Developer is entitled to access and use pursuant to applicable Order Forms. Developer’s use of the Services shall be limited solely to the development, testing and maintenance of authorized Applications.
3.03 Restrictions on Use. Developer’s use of the Services is subject to the following limitations:
3.03.01. Developer will not use the Services for any purpose other than as expressly permitted under this Agreement.
3.03.02. Except for any access granted to end-users who are employees of Developer or SEI Customers and who are accessing the Services for their intended purpose, Developer will not otherwise sublicense, transfer or assign its license in the Services to any third party or otherwise make the Services available to a third party.
3.03.03. Developer will not use the Services to create products or services that compete with the products and services offered by SEI.
3.03.04. Developer will not use the Services in any advertising, including any advertising that is within an Application.
3.03.05. Developer will abide by any limitations imposed by SEI on access, calls or use of SEI API and hereby acknowledges that SEI may employ security measures such as denial of service, spike arrest and rate limits, as it determines appropriate in its sole discretion. Developer agrees not to exceed or circumvent such restrictions.
3.03.06. Developer will not perform penetration, load or performance tests on the Services or any component of SEI’s infrastructure.
3.03.07. Developer will not, and will ensure that its authorized users do not, alter, reverse-engineer, de-compile, disassemble, or create derivative works from any Service.
3.03.08. Developer will not, and will ensure that its authorized users do not, copy or duplicate any portion of the Services (including any Documentation or training materials) without the prior written consent of SEI. Developer will cause all proprietary, confidential, trademark and/or patent notices, marking or legends that appear on any tangible component of the Services to be placed on any copy permitted hereunder. The original and any copies of the Services, including any component of the Services, will at all times be and remain the sole and exclusive property of SEI.
3.03.09. Developer shall not use the Services for any illegal or malicious purpose, including to create, send or store infringing or unlawful material, and will not use the Services to create, transfer or launch viruses or other computer programming that damages, interferes with, intercepts or expropriates any system or data connected to or using an Application. Further, Developer shall not create, use or transfer material containing disabling code such as viruses, time bombs, worms, Trojan horses, or any other malware, or harmful computer code, scripts, files or programs. All Applications created by Developer shall comply with all applicable laws and regulations.
3.04 Fees. Any fees payable by a Developer to SEI in connection with the Services or any use of API Products will be set forth in a written Order Form executed by both parties.
3.05 Modification of Services; Termination of Access. SEI may change, suspend or discontinue the Services and suspend or terminate Developer’s use of the Services at any time for any reason, without notice. In its sole discretion, SEI may provide notifications regarding changes in the Services to Developers via electronic mail using the information provided by Developer during registration or otherwise on file. SEI shall have the right to revoke access to any Developer or user whose use exceeds reasonable volume limitations, constitutes excessive or abusive usage or otherwise fails to comply with the terms and conditions of the Agreement.
3.06 Links to Third Party Applications. Any links to Third Party Applications are provided solely for your convenience and such applications are not owned or operated by SEI. SEI has not control over any linked Third Party Application, is not responsible for the content or operation of such applications and makes no representations or warranties with respect to the same. Accessing a Third Party Application may require acceptance of additional terms and authorization of additional conditions. A Developer’s use of a Third Party Application is at Developer’s sole and exclusive risk and discretion.
SECTION 4 PROPRIETARY RIGHTS AND LICENSES
4.01 Rights in the Services. SEI owns and will continue to own all intellectual property in or attached to the Services, including, without limitation, patents, copyrights, trade secrets and other intellectual property rights in or attached to the Services, subject to the limited license rights expressly granted by SEI hereunder. Except for the license rights granted hereunder, nothing contained herein shall be construed as a transfer or conveyance by SEI to Developer of ownership or title to the intellectual property rights in or attached to the Services, including, without limitation, the patents, copyrights, trade secrets and other intellectual property rights in or attached to the Services.
4.02 License to Use Feedback. The Services will continue to be developed and improved by SEI from time to time, in part, based upon feedback and use of the Services by developers and others. In order to ensure that the further development of the Services in not impaired, Developer grants to SEI a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into its products and services any suggestion, enhancement request, recommendation, correction or other feedback provided by it relating to the operation of the Services. Further, nothing herein shall prevent SEI from developing or offering products or services similar to an Application created by Developer.
4.03Use of Name. SEI hereby grants to Developer a license to use the SEI name and/or logo, and Developer hereby agrees to use SEI’s name and/or logo, on any website, application or service incorporating API Products. All use of the SEI name or logo shall comply with the SEI brand requirements provided by SEI to Developer from time to time.
SECTION 5 CONFIDENTIALITY
5.01 Confidential Information. “Confidential Information” means all proprietary or confidential information including, without limitation, login information, technical data; trade secrets; know-how; business processes; product plans; product designs; service plans; services; customer lists and customers; markets; software; developments; inventions; processes; formulas; technology; designs; drawings; and marketing, distribution or sales methods and systems; sales and profit figures or other financial information that is disclosed, directly or indirectly, to the Developer (in such capacity the “Recipient”) by or on behalf of SEI (in such capacity the “Disclosing Party”), whether in writing, orally or by other means and whether or not such information is marked as confidential. However, “Confidential Information” does not include any of the information that: (i) prior to disclosure hereunder by the Disclosing Party, was known to the public; (ii) after disclosure hereunder by the Disclosing Party, becomes known to the public through no act or omission of the Recipient or any of its representatives; (iii) the Recipient can demonstrate by written records was previously known by it or was independently developed by or for it without use of the Confidential Information; or (iv) is, or becomes available to the Recipient on a non-confidential basis from another person that, to the Recipient’s knowledge, is not prohibited from disclosing such information to the Recipient by a legal, contractual or fiduciary obligation to the Disclosing Party. For purposes of the foregoing, “knowledge” means actual knowledge of a party which can be demonstrated by written records.
5.02 Non-Disclosure Obligations. All Confidential Information of a Disclosing Party shall be held in confidence by the Recipient, to the same extent, and in at least the same manner, as the Recipient protects its own confidential and proprietary information of a similar nature, but in no event will Recipient use less than a reasonable standard of care. Except as specifically permitted by this Agreement, the Recipient shall not disclose, publish, release, transfer, or otherwise make available, any Confidential Information of the Disclosing Party, in any form to, or for the use or benefit of, any person, without the Disclosing Party’s consent. Developer acknowledges and agrees that the SEI Proprietary Information is commercially valuable, proprietary and trade secret of SEI. Developer agrees to take all actions necessary and appropriate (i) to preserve the confidentiality of and prevent the disclosure of the SEI Proprietary Information, (ii) not to show or otherwise make available any screen or screen layouts, software, documentation or processes of the Services or any other SEI Proprietary Information to any person other than Developer’s current employees who have a need to see such item in order to perform their duties and as necessary to provide SEI Customers access to their own data and (iii) not to discuss, reveal or disclose any aspect of the SEI Proprietary Information to any third party, except as required by law, governmental authority or court order.
5.03 Permitted Use and Disclosure. Notwithstanding the foregoing, the Recipient shall be permitted to use and to disclose the Disclosing Party’s Confidential Information to its employees, agents, technology service providers, contractors, subcontractors, licensors and licensees of any agent or affiliate who have agreed in writing to maintain the confidentiality of the Confidential Information, to the extent that such use and disclosure is necessary or appropriate for the performance of the Recipient’s obligations under this Agreement, provided, however, that nothing herein shall limit SEI’s ability to collect and use data in connection with the performance and use of the Services. For the avoidance of doubt, such aggregated, de-identified, or anonymized data shall not be included in the definition of “Confidential Information” herein. The obligations in Section 5.02 shall not restrict any disclosure by any Recipient as required by any applicable law, rule or regulation, or by order of any court or governmental agency; provided that to the extent reasonably possible (and so long as not prohibited by law) such Recipient shall give prompt notice to the Disclosing Party of such law, rule, regulation or order, such that the Disclosing Party may (i) interpose an objection to such disclosure, (ii) take action to assure confidential handling of the Confidential Information, or (iii) take such other action as it deems appropriate to protect the Confidential Information. Neither the execution of this Agreement nor the furnishing of any Confidential Information hereunder shall be construed as granting, either expressly or by implication, estoppel or otherwise, any license under or title to any invention, copyright, trademark, patent or other proprietary information now or hereafter owned or controlled by the Disclosing Party.
5.04 Unauthorized Use or Disclosure. In the event the Recipient becomes aware of any unauthorized use or disclosure by the Recipient of any Confidential Information of the Disclosing Party, the Recipient shall promptly (i) notify the Disclosing Party of the unauthorized use or disclosure; (ii) take all reasonable actions to limit the adverse effect on the Disclosing Party of such unauthorized use or disclosure; and (iii) take all reasonable action to protect against a recurrence of the unauthorized use or disclosure.
5.05 Return of Confidential Information. Upon the written request of the Disclosing Party after the termination of this Agreement, the Recipient shall, at the option of the Disclosing Party, return or destroy all Confidential Information of the Disclosing Party that is then in the possession or control of the Recipient, provided, however, the Recipient may retain such Confidential Information of the Disclosing Party as may be necessary or appropriate for the Recipient to comply with reasonable legal, accounting, regulatory and archival concerns. Notwithstanding the foregoing, SEI shall have no obligation to return or destroy Confidential Information of Developer that resides on any save tapes. Upon the Disclosing Party’s written request, the Recipient shall promptly certify in writing its compliance with this Section 5.05.
SECTION 6 TERM; TERMINATION
6.02 Order Form Term. Each Order Form entered into pursuant to this Agreement shall set forth the initial term applicable to such Order Form (each, an “Initial Term”) together with any extension term applicable to such Order Form (each, an “Extension Term” and together with the Initial Term, the “Order Form Term”). The applicable Order Form Term shall continue as set forth in the Order Form, unless terminated earlier pursuant to the provisions of this SECTION 6.
6.03 Termination. SEI reserves the right to terminate this Agreement or any Order Form entered into hereunder at any time in its sole discretion, with or without cause or notice. Additionally, a Developer may terminate its account as of the last expiration date of its then current Order Form Terms by ceasing to use the Services and providing written notice to SEI of such termination; provided, however that each Order Form shall continue in full force and effect for the remaining period of its applicable Order Form Term. Upon any termination of the relationship established hereunder, the Receiving Party shall return or delete all Confidential Information provided to it hereunder. Following termination as provided for above, Developer shall cease to have access to all of the Services that are terminated and all associated rights with respect to such Services will terminate.
SECTION 7 NO WARRANTY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SEI PROVIDES THE SERVICES "AS IS," "WITH ALL FAULTS" AND "AS AVAILABLE" AND MAKES NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED IN CONNECTION WITH THE SERVICES. SEI EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION (A) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT, (B) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (C) WARRANTIES OR CONDITIONS OF UNINTERRUPTED OR ERROR-FREE ACCESS OR USE.
SECTION 8 LIMITATION OF LIABILITY; EXCLUSIVE REMEDY
IN NO EVENT WILL SEI BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THE TERMS OF THE AGREEMENT OR THE SERVICES, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION OF DAMAGES UNDER THIS PARAGRAPH IS INDEPENDENT OF THE EXCLUSIVE REMEDY PROVIDED BELOW AND SURVIVES IN THE EVENT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED UNENFORCEABLE. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (A) BREACH OF CONTRACT, (B) BREACH OF WARRANTY, (C) NEGLIGENCE, OR (D) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. IN THE EVENT THAT DEVELOPER DOES NOT AGREE WITH ANY PART OF THE AGREEMENT OR HAS ANY DISPUTE OR CLAIM AGAINST SEI WITH RESPECT TO THE AGREEMENT OR THE SERVICES, DEVELOPER’S SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SERVICES.
SECTION 9 INDEMNIFICATION
Developer will indemnify, defend and hold SEI and each of its affiliates and each of their respective employees, officers, directors, agents or assigns harmless from and against any and all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature arising out of or related to Developer’s access to or use of the Services.
SECTION 10 MISCELLANEOUS
10.01 Independent Contractor. Developer and SEI shall each act as independent contractors and neither party nor its employees shall be deemed an agent, affiliate, legal representative, joint venturer or partner of the other party hereto. No party is authorized to bind any other party to any obligation, affirmation or commitment with respect to any other party. While Developer may publicly refer to the fact that it has implemented the SEI API, in no event shall Developer assert or imply any other relationship with SEI without SEI’s prior written approval.
10.02 Assignment; Binding Effect. SEI shall have the right to assign all or part of its rights hereunder to SEI Investments Company or any wholly owned direct or indirect subsidiary of SEI Investments Company, upon the provision of prior written notice to Developer. Such assignment by SEI will be valid only so long as the assignee or delegatee remains a wholly owned direct or indirect subsidiary of SEI Investments Company. Except as otherwise specifically set forth in this Agreement, any other assignment, transfer, or delegation by either party (including, without limitation, any assignment, transfer, or delegation by operation of law in connection with a merger or otherwise) hereto shall require the prior written approval of the other party hereto, which approval will not be unreasonably withheld or delayed. Subject to the foregoing, all of the terms, conditions and provisions of this Agreement shall be binding upon and shall inure to the benefit of each party’s successors and permitted assigns. Any assignment, delegation, or transfer in violation of this provision shall be void and without legal effect.
10.03 Agreement for Sole Benefit of SEI and Developer. This Agreement is for the sole and exclusive benefit of SEI and Developer and will not be deemed to be for the direct or indirect benefit of any clients or customers of SEI or Developer. The clients or customers of SEI or Developer will not be deemed to be third party beneficiaries of this Agreement nor to have any other contractual relationship with SEI by reason of this Agreement and each party hereto agrees to indemnify and hold harmless the other party from any claims of its clients or customers against the other party including any attendant expenses and attorneys’ fees, based on this Agreement or the services provided hereunder.
10.04 Governing Law; Jurisdiction. This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to any choice or conflict of law provision or rule that would cause the application of the laws of any other jurisdiction. Each party to this Agreement, by its execution hereof, (i) hereby irrevocably submits to the nonexclusive jurisdiction of the state courts of the Commonwealth of Pennsylvania or the United States District Courts for the Eastern District of Pennsylvania for the purpose of any action between the parties arising in whole or in part under or in connection with this Agreement, and (ii) hereby waives to the extent not prohibited by applicable law, and agrees not to assert, by way of motion, as a defense or otherwise, in any such action, any claim that it is not subject personally to the jurisdiction of the above-named courts, that its property is exempt or immune from attachment or execution, that any such action brought in one of the above-named courts should be dismissed on grounds of forum non conveniens, should be transferred or removed to any court other than one of the above-named courts, or should be stayed by reason of the pendency of some other proceeding in any other court other than one of the above-named courts, or that this Agreement or the subject matter hereof may not be enforced in or by such court.
10.05 Equitable Relief. Developer agrees that its violation of the provisions of SECTION 5 (Confidentiality) may cause immediate and irreparable harm to SEI for which money damages may not constitute an adequate remedy at law. Therefore, the parties agree that, in the event Developer breaches or threatens to breach said provision or covenant, SEI shall have the right to seek, in any court of competent jurisdiction, an injunction to restrain said breach or threatened breach, without posting any bond or other security.
10.06 Dispute Resolution. Whenever either party desires to institute legal proceedings against the other concerning this Agreement, it shall provide written notice to that effect to such other party. The party providing such notice shall refrain from instituting said legal proceedings for a period of thirty days following the date of provision of such notice. During such period, the parties shall attempt in good faith to amicably resolve their dispute by negotiation among their executive officers. This Section 10.06 shall not prohibit either party from seeking, at any time, equitable relief as permitted under Section 10.05.
10.07 Notice. All notices provided for or permitted under this Agreement (except for correspondence between the parties related to operations in the ordinary course) shall be deemed effective upon receipt, and shall be in writing and (a) delivered personally, (b) sent by commercial overnight courier with written verification of receipt, or (c) sent by certified or registered U.S. mail, postage prepaid and return receipt requested, to the party to be notified, at the address for such party set forth below, or at such other address of such party specified in the opening paragraph of this Agreement. Notices to SEI shall be sent to the attention of: General Counsel, SEI Global Services, Inc., One Freedom Valley Drive, Oaks, Pennsylvania 19456, with a copy, given in the manner prescribed above, to Developer’s current relationship manager. Notices to Developer shall be sent to the electronic mail address provided during registration or posted on the portal.
10.08 Entire Agreement; Amendments. This Agreement sets forth the entire understanding of the parties with respect to the subject matter hereof. This Agreement supersedes all prior or contemporaneous representations, discussions, negotiations, letters, proposals, agreements and understandings between the parties hereto with respect to the subject matter hereof, whether written or oral. This Agreement may be amended, modified or supplemented only by a written instrument duly executed by an authorized representative of each of the parties.
10.09 Severability. Any provision of this Agreement that is determined to be invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability in such jurisdiction, without rendering invalid or unenforceable the remaining provisions of this Agreement or affecting the validity or enforceability of such provision in any other jurisdiction. If a court of competent jurisdiction declares any provision of this Agreement to be invalid or unenforceable, the parties agree that the court making such determination shall have the power to reduce the scope, duration, or area of the provision, to delete specific words or phrases, or to replace the provision with a provision that is valid and enforceable and that comes closest to expressing the original intention of the parties, and this Agreement shall be enforceable as so modified.
10.10 Waiver. Any term or provision of this Agreement may be waived at any time by the party entitled to the benefit thereof by written instrument executed by such party. No failure of either party hereto to exercise any power or right granted hereunder, or to insist upon strict compliance with any obligation hereunder, and no custom or practice of the parties with regard to the terms of performance hereof, will constitute a waiver of the rights of such party to demand full and exact compliance with the terms of this Agreement.
10.11 Headings. All Section headings contained in this Agreement are for convenience of reference only, do not form a part of this Agreement and will not affect in any way the meaning or interpretation of this Agreement.
10.12 Counterparts. This Agreement may be executed in two or more counterparts, all of which shall constitute one and the same instrument. Each such counterpart shall be deemed an original, and it shall not be necessary in making proof of this Agreement to produce or account for more than one such counterpart. This Agreement shall be deemed executed by both parties when any one or more counterparts hereof or thereof, individually or taken together, bears the original or facsimile signatures of each of the parties.
10.13 Publicity. SEI shall have the right to (i) place Developer’s name and/or company logo(s) (including any registered trademark or service mark) on SEI’s developer list(s) (and share such list(s) with current or potential developers and clients of SEI) and/or marketing material which will include such entities’ name, logo and those products and services used by the Developer; (ii) use Developer as a reference; or (iii) otherwise orally disclose that Developer is a user of API Products of SEI at presentations, conferences or other similar meetings. If SEI desires to engage in any type of publicity other than as set forth in subsections (i) through (iii) above or if Developer desires to engage in any type of publicity, the party desiring to engage in such publicity shall obtain the prior written consent of the other party hereto, such consent not to be unreasonably withheld, delayed or conditioned.