SPAC API: API and Data License Agreement for Business Use
THIS API AND DATA LICENSE AGREEMENT (this "Agreement") and the incorporated Terms of Service (the "Terms") are agreed to by you (the "Customer") and govern your use of the Application Programming Interface (the "API") and data (the "Data") provided by SPAC API.
By using the API or the Data you are agreeing to comply with the Terms of this Agreement.
Signing up for a subscription plan (your "Subscription") provided by SPAC API grants you certain rights for the duration of your Subscription (the "License Term").
The Terms of this Agreement correspond to SPAC API's Business Use subscription plan. While other subscription plans are governed under different terms, those terms have no bearing on this Agreement. This Agreement supersedes any and all prior agreements with respect to the subject matter hereof.
1. LICENSE.
1.1 Grant. During the License Term, and subject to the Terms of this Agreement, SPAC API hereby grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable right and license to use both the Data and the API used to access the Data.
Subject to the restrictions set forth elsewhere in this Agreement, the grant of license allows for the following uses:
a) Using the API to programmatically access the Data;
b) Using the Data for personal use;
c) Sharing the Data among employees, contractors, and sub-contractors within one business, firm, or company, including use in internally-facing systems, applications, and mobile apps.
Customer accepts the Terms and conditions of this Agreement and accepts full responsibility for performance by its employees, contractors, and agents (collectively, "Customer Representatives") of obligations under this Agreement.
1.2 API Key. To use the API you must use the token provided to you (the "API Token"). You are responsible for all use that occurs under your API Token, including any activities by you or your employees, contractors, or agents. If you believe an unauthorized person has gained access to your API Token, you must contact SPAC API as soon as possible to request a replacement token. If SPAC API believes that an unauthorized person has gained access to your API Token, we may proactively reach out to you with a replacement token. The replacement of an API Token does not alter your responsibilities under the Terms of this Agreement, and it does not affect the License Term in any way.
1.3 Restrictions. Uses and rights not specifically granted in Section 1.1 of this Agreement are prohibited. Customer shall not, and shall not permit any Customer Representatives to use the API or the Data in a prohibited manner.
For the sake of clarity, prohibited uses include but are not limited to:
a) Using the Data for public display (commercial or non-commercial), including use in public or customer-facing systems, web sites, applications, and mobile apps;
b) Incorporating the Data in publicly available web sites, reports, articles, or other marketing materials.
c) Reselling, sublicensing, distributing or otherwise providing access to the API or the Data outside the scope of the license granted herein;
d) Conducting or promoting any illegal or fraudulent activities;
e) Decompiling or reverse engineering any software comprising the API.
1.4 Reservation of Rights. As between the parties, SPAC API owns all Intellectual Property Rights (as defined herein) and other proprietary interests that are embodied in, or practiced by, the API and the Data. "Intellectual Property Rights" means the exclusive rights held by the owner of a copyright, patent, trademark, or trade secret, including (i) the rights to copy, publicly perform, public display, distribute, adapt, translate, modify and create derivative works of copyrighted subject matter; (ii) the right to exclude another from using, making, having made, selling, offering to sell, and importing patented subject matter and from practicing patented methods, (iii) the rights to use and display any marks in association with businesses, products or services as an indication of ownership, origin, affiliation, endorsement, or sponsorship; and (iv) the rights to apply for any of the foregoing rights, and all rights in those applications. Intellectual Property Rights also include any and all rights associated with particular information that are granted by law and that give the owner, independent of contract, exclusive authority to control use or disclosure of the information, including enforceable privacy rights and any rights in databases recognized by applicable law.
1.5 Charges. Customer will pay all amounts as set forth in the Subscription, without offsets or deductions, in compliance with the payment terms set forth in the Subscription. Failure to keep current with payments will be considered cause for early termination of the license as defined in Section 2 of this Agreement.
2. TERM AND TERMINATION.
2.1 Term. Unless sooner terminated in accordance with the provisions of this Section 2, this Agreement will remain in effect until all License Terms have terminated or expired.
2.2 Early Termination At Will. Either party may terminate this Agreement, including all Subscriptions, by providing 30-days written notice to the other party.
2.3 Early Termination for Cause. Either party may terminate this Agreement, including all Subscriptions, immediately upon written notice to the other party, if the other party: (a) commits a material breach of this Agreement, (b) commits any act with the intent to defraud the other party or any third-party; or (c) becomes insolvent, files for bankruptcy, makes arrangement for the benefit of creditors, insolvency, or receivership proceedings by or against such party.
2.4 Effect of Termination. Upon termination or expiration of this Agreement for any reason (i) all rights and licenses granted to Customer under this Agreement will immediately cease, (ii) Customer will make no further use of the API or the Data and will immediately either destroy or permanently erase all copies of the Data under Customer's control, and (iii) any payment obligations that have accrued but remain unpaid will become immediately due and payable. If overpayment has been made (i.e., Customer has paid in advance for all or a portion of the License Term not yet reached), SPAC API will issue a prorated refund based on the remaining portion of the License Term. Either party's termination of this Agreement will be without prejudice to any other right or remedy that it may have at law or in equity and will not relieve either party of breaches occurring prior to the effective date of such termination. The provisions in Section 3 of this Agreement will survive the expiration of the license(s) granted herein or any termination of this Agreement, howsoever occurring.
3. DISCLAIMERS AND LIMITS ON LIABILITY
3.1 Disclaimer. The API and the Data are provided on an "As Is," "As Available" basis. To the fullest extent permissible pursuant to applicable law, SPAC API makes no warranty or guarantee, express or implied, relating to the API, Data, or customer's use of the Data, including but not limited to any implied warranties of accuracy, merchantability, satisfactory quality, non-infringement, and/or fitness for a particular purpose.
3.2 Limits on Liability. SPAC API's entire aggregate liability to Customer for any and all claims of whatever nature arising out of the provision and use of the API and Data shall not exceed the total amounts paid or payable to SPAC API during the one (1) year period immediately preceding the making of the claim pursuant to the Subscription under which the claim arose. SPAC API shall not be liable to Customer or any third-party claimant for indirect, incidental, consequential, reliance, or special loss or damages of any kind including but not limited to lost revenues, lost savings, lost business opportunity, or lost profits, whether based on a claim or action of contract, warranty, negligence, strict liability, or other tort, breach of any statutory duty, indemnity or contribution, or otherwise, even if SPAC API and/or its subsidiaries and affiliates has been advised of the possibility of such damages. Customer shall indemnify, defend, and hold SPAC API harmless against any damages, losses, claims, or judgments arising based on Customer's use of the API and/or the Data.
4. MISCELLANEOUS
4.1 Independent Contractors. SPAC API and Customer are, and shall be deemed to be, independent contractors with respect to the subject matter of this Agreement. Nothing contained herein shall constitute this arrangement to be a joint venture or a partnership between SPAC API and Customer. Neither party has any authority to enter into agreements of any kind on behalf of the other party. Each party shall be solely responsible for and shall hold the other harmless from any and all claims for employment-related or similar taxes, fees, or costs, including but not limited to withholding, income tax and workers' compensation.
4.2 Force Majeure. Neither party shall be liable for any default or delay in the performance of its obligations hereunder if and to the extent that such default or delay arises out of causes beyond its reasonable control, including without limitation acts of God, acts of war, acts of terrorism, earthquakes, fires, cable cuts, power outages, catastrophic network element failures, floods, terrorism, riots, civil disorders, rebellions, strikes, lockouts and labor disputes.
4.3 Waiver. No term or provision of this Agreement shall be deemed waived and no breach or default shall be deemed excused unless such waiver or consent shall be in writing and signed by the party claimed to have waived or consented. No consent by any party to, or waiver of, a breach or default by the other party, whether express or implied, shall constitute consent to, waiver of, or excuse for any different or subsequent breach or default or shall be construed as a continuing waiver of such right or a waiver of any other provision hereunder.
4.4 Partial Invalidity. In the event that any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, and both parties shall negotiate in good faith to substitute for such invalid, illegal, or unenforceable provision a mutually acceptable provision that is consistent with the original intent of the parties.
4.5 Amendment. Except as otherwise provided in this Agreement, this Agreement may be amended by the parties hereto at any time only by execution of an instrument in writing signed on behalf of each of the parties hereto. Any extension or waiver by any party of any provision hereto shall be valid only if set forth in an instrument in writing signed on behalf of such party.
4.6 Binding Effect. If any provision of this Agreement is held to be invalid or unenforceable, the remainder of the Agreement will remain in full force and effect, and such provision will be deemed to be amended to the minimum extent necessary to render it enforceable.
4.7 Survival. Termination of this Agreement shall not affect either party's accrued rights or obligations under this Agreement as they exist at the time of termination, or any rights or obligations that either expressly or by implication continue after this Agreement has ended, and any outstanding payment obligations.
4.8 Assignment. Neither party may assign or otherwise transfer this Agreement or any rights or obligations hereunder without the prior written consent of each party. Subject to the foregoing, this Agreement will be binding upon, enforceable by and inure to the benefit of the parties and their respective successors and assigns. Any attempted assignment in violation of the foregoing shall be void.
4.9 Headings. The headings and other captions in this Agreement are for convenience and reference only and shall not be used in interpreting, construing, or enforcing any of the provisions of this Agreement.
4.10 No Third-Party Beneficiaries. Except as specifically stated in this Agreement, this Agreement is not intended to be for the benefit of any third party, is not enforceable by any third party, and will not confer on any third party any remedy, claim, right of action or other right.
4.11 Governing Law. This Agreement shall be governed by Maryland law and jurisdiction is exclusively conferred on the State of Maryland.
4.12 Electronic Signature. Each party agrees that this Agreement and any other documents to be delivered in connection herewith may be electronically signed, and that any electronic signatures appearing on this Agreement or such other documents are the same as handwritten signatures for the purposes of validity, enforceability, and admissibility.
4.13 Entire Agreement. This Agreement, together with any Subscriptions, schedules, exhibits, Addenda, or other attachments attached hereto or referenced herein, all of which are incorporated by reference, sets forth the entire understanding of the parties hereto with respect to the transactions contemplated hereby. Any and all previous agreements and understandings between or among the parties regarding the subject matter hereof, whether written or oral, are superseded by this Agreement.
