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Terms of Service
Last Updated December 2, 2022
These API Terms of Service (the "Agreement") describe your rights and responsibilities when accessing our publicly available application programming interfaces (the "APIs") and related API documentation. This Agreement is entered into by and between Riser Data Inc. (“Company”) and the entity or person accessing the APIs (“you” or “your”). This Agreement consists of the terms and conditions set forth below and any Company ordering documentation, online sign-up, or subscription flow that references this Agreement. If you are accessing or using the APIs on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to “you” reference your company.
Please note that Company may modify the terms and conditions of this Agreement in accordance with Section 8.7. (Amendments; Waivers).
BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING THE APIS, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE THE APIS. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT.
ACCESS TO API.
1.1 Right to Access API. Subject to your compliance with all of the terms and conditions of this Agreement, Company grants you a non-exclusive, non-sublicensable, non-transferable license to access and use the API to (a) develop, reproduce and distribute applications or implementations that interoperate with the API (each a “Implementation”), and (b) display the data made available by Company through the API (“Company Data”) solely to end users via the Implementation. You must undertake industry-standard precautions to protect Company Data from being collected or scraped from your Implementation (including incorporating restrictions against scraping, collection and harvesting of Company Data in your terms of service).
1.2 License Restrictions. In connection with your use of the APIs, you agree that you shall not, directly or indirectly: (i) sublicense an API for use by a third party; (ii) introduce to any of Company’s IT systems any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature; (iii) defame, abuse, harass, stalk, or threaten others; (iv) interfere with or disrupt the APIs or the servers or networks providing the APIs; (v) reverse engineer or attempt to extract the source code from any API or any related software, except to the extent that this restriction is expressly prohibited by applicable law; and (vi) use the APIs for any activities where the use or failure of the APIs could lead to death, personal injury, or environmental damage.
1.3 Usage Limitations. Company may set and enforce limits on your use of the APIs (e.g. limiting the number of API requests that you may make or the number of users you may serve), in our sole discretion. You warrant and covenant that you will not attempt to circumvent any such limitations documented with each API.
FEES
2.1. Fees. To the extent the APIs are made available for a fee, you agree to pay all fees in the currency and payment period specified in the applicable Order Form. Your fees are exclusive of all taxes, and you are responsible for paying any applicable sales, use, VAT, GST, excise, withholding, or similar taxes or levies, whether domestic or foreign, other than taxes based on the income of Company. Except as expressly provided in this Agreement, payments are non-refundable and non-creditable and payment obligations non-cancellable. All undisputed fees due are payable in United States dollars, unless otherwise agreed to between the parties in writing.
2.2. Credit Card Payment Terms. If you elect to pay via credit card, then you are responsible for either (a) enabling auto-recharge on your payment instrument or (b) ensuring that your payment instrument has a sufficient positive balance to cover all fees due. If, for any reason, you have a negative balance on your payment account, then Company reserves the right to suspend access to the APIs until all fees are paid in full.
2.3. Invoicing Payment Terms. If you elect to receive invoices and Company approves you for the same, then invoices will be sent to via email in accordance with the Order Form. Except as otherwise set forth in an Order Form, you will make all of the undisputed fees hereunder within thirty (30) days of the date of the invoice. If you are overdue on any payment of undisputed fees and fails to pay within ten (10) business days of a written notice, then Company may assess, and you agree to pay a late fee of either 1.5% per month, or the maximum amount allowable by applicable law, whichever is less.
2.4. Disputes. You must notify Company in writing of any good-faith invoice dispute within thirty (30) days of the applicable billing date and reasonably cooperate with Company in resolving any dispute. If the parties are unable to resolve a dispute within ten (10) days of your notice, each party will have the right to seek any remedies it may have under this Agreement, at law or in equity, irrespective of any provision in this Agreement that would limit seeking these remedies on account of a payment dispute. For clarity, any undisputed amounts must be paid in full in accordance with this Section.
OWNERSHIP; CONFIDENTIALITY
3.1. Ownership; Reservation of Rights. Except for the rights granted hereunder, as between the Parties, all rights, title and interests in and to the API and Company Data are retained by Company. You agree that you shall not do, or cause to be done, any acts or things contesting or in any way impairing or tending to impair any right, title or interest of Company therein.
3.2. Nondisclosure and Use Restrictions. Each party (the "Receiving Party") understands that the other party (the "Disclosing Party") has disclosed or may disclose information relating to the Disclosing Party's business (hereinafter referred to as "Confidential Information" of the Disclosing Party). The Receiving Party agrees: (i) to take reasonable precautions to protect such Confidential Information; and (ii) not to use (except to perform its obligations hereunder) or divulge to any third person any such Confidential Information. The Disclosing Party agrees that the foregoing shall not apply with respect to Confidential Information that the Receiving Party can document (a) is or becomes generally available to the public; or (b) was in its possession or known by its prior to receipt from the Disclosing Party; or (c) was rightfully disclosed to it by a third party; or (d) was independently developed without use of any Confidential Information of the Disclosing Party.
DISCLAIMERS.
THE API AND ALL Company DATA IS PROVIDED ON AN “AS-IS” BASIS AND Company DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL Company HAVE ANY LIABILITY ARISING FROM THE USE OF THE API, Company DATA, OR INFORMATION DERIVED THEREFROM.
INDEMNIFICATION.
You shall indemnify, defend and hold harmless Company against any and all claims, damages, losses, liabilities, costs and expenses (including reasonable attorney's fees) directly or indirectly brought against Company by any third party arising from your Implementations, your breach of this Agreement or your unauthorized use of Company Data, except to the extent caused by Company’s gross negligence or willful misconduct.
LIMITATION OF LIABILITY.
UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, SHALL Company BE LIABLE TO LICENSEE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OF ANY CHARACTER, INCLUDING LOST PROFITS, EVEN IF Company HAS BEEN ADVISED, KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND IN ANY CASE Company SHALL NOT BE LIABLE FOR ANY AGGREGATE DAMAGES, COSTS, OR LIABILITIES IN EXCESS OF THE GREATER OF (A) ONE THOUSAND DOLLARS OR (B) THE AMOUNTS PAID BY YOU DURING THE SIX MONTHS PRECEDING THE INCIDENT OR CLAIM.
TERMINATION
7.1. Termination. You may stop using our APIs at any time with or without notice. Further, if you want to terminate this Agreement, you must provide Company with prior written notice and upon termination, cease your use of the applicable APIs. If you are using a free version of the APIs, Company reserves the right to terminate the Agreement with you or discontinue the APIs or any portion or feature or your access thereto for any reason and at any time without liability or other obligation to you. If you are using a paid version of the APIs, Company may each terminate this Agreement upon written notice in the event you commit any breach of this Agreement and fails to cure such breach within fifteen (15) days after written notice of such breach.
7.2. Obligations on Termination. Upon termination or expiration of this Agreement, (a) all rights granted hereunder and all obligations of Company to provide the API and Company Data shall immediately terminate; and (b) you shall cease all use of the API. Termination of this Agreement shall not relieve you from paying all fees accruing prior to termination. Sections 1.2, and 2 through 8 shall survive the termination or expiration of this Agreement for any reason whatsoever.
GENERAL.
8.1. Governing Law; Jurisdiction and Venue. This Agreement is governed by the laws of the State of California and the United States, without regard to choice or conflict of law rules thereof. The exclusive jurisdiction and venue for actions related to the subject matter of this Agreement are the state courts located in Santa Clara, CA or the United States District Court for the Northern District of California, and both parties submit to the personal jurisdiction of these courts.
8.2. Assignment. This Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Neither party may assign this Agreement without the other party’s advanced written consent, except that each party may assign this Agreement without consent in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities. Any attempt to transfer or assign this Agreement except as expressly authorized under this Section will be void.
8.3. Notices. Any notice or communication under this Agreement must be in writing. You must send any notices under this Agreement (including breach notices and warranty and indemnity claims) to Company, in English to support@satsuma.xyz. Company may send notices to the email addresses on your account or, at Company’s option, to your last-known postal address. Company may also provide operational notices regarding the APIs or other business-related notices through conspicuous posting of the notice on Company’s website. Each party consents to receiving electronic notices.
8.4. Independent Contractors. The parties to this Agreement are independent contractors, and this Agreement does not create a partnership, joint venture, employment, franchise, or agency relationship. Neither party has the power to bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.
8.5. Export Control. Each party will comply with all applicable export control laws. You represent and warrant that it is not on any government list of prohibited or restricted parties or located in (or a national of) a country subject to a government embargo or that has been designated by the government as a “terrorist supporting” country.
8.6. Publicity. You agree that Company may refer to your name and trademarks in Company’s marketing materials and website, including but not limited to displaying your logo, solely for the purpose of identifying you as a customer of Company.
8.7. Amendments; Waivers. Company may update the terms and conditions of this Agreement (which may include changes pricing and plans) from time to time with prior notice to you in accordance with Section 8.3. No waiver will be implied from conduct or failure to enforce or exercise rights under this Agreement. Waivers must be made in writing and executed by an authorized representative of the waiving party.
8.8. Severability. If any provision of this Agreement is found by any court of competent jurisdiction to be unenforceable or invalid, that provision will be limited to the minimum extent necessary so that this Agreement may otherwise remain in effect.
8.9. No Third-Party Rights. Nothing in this Agreement confers on any third party the right to enforce any provision of this Agreement.
8.10. Entire Agreement. This Agreement represents the parties’ complete and exclusive understanding relating to the Agreement’s subject matter. It supersedes all prior or contemporaneous oral or written communications, proposals and representations with respect to the APIs or any other subject matter covered by this Agreement. The terms of the United Nations Convention on Contracts for the Sale of Goods do not apply to this Agreement