API Terms.

2.1 Subject to the terms of this Agreement, Apifiny hereby grants Licensee a limited, non-exclusive, non-transferable, royalty-free license (without the right to sublicense) to use the API solely for the purpose of Licensee’s internal development efforts to develop applications to work in conjunction with the Apifiny products referenced in the API and for which the API was provided.

2.2 Licensee shall have no right to distribute, license (whether or not through multiple tiers) or otherwise transfer the API to any third party.

3.1 Copies.
Licensee may copy the API only to the extent necessary to exercise its rights hereunder.

3.2 No Reverse Engineering.
Licensee shall have no rights to any source code for any of the software in the API, except for the explicit rights to use the source code as provided to Licensee hereunder. Licensee may not reverse engineer, decompile, modify, disassemble or otherwise alter the API or any part thereof or otherwise reduce the API to human-perceivable form in whole or in part, except and only to the extent that such activity is expressly permitted by this Agreement or applicable laws.

3.3 Third Party Software.
Licensee acknowledges that effective utilization of the API may require the use of a development tool, compiler and other software and technology of third parties (“Third Party Software”). Licensee is solely responsible for procuring such Third Party Software and technology and the necessary licenses for the use thereof. Apifiny makes no representation or warranty concerning Third Party Software and shall have no obligation or liability with respect to Third Party Software.

3.4 No right is granted to Licensee to sublicense its rights hereunder.
Except as expressly set forth herein, no license is granted by Apifiny under this Agreement directly, by implication, estoppel or otherwise, under any patent, copyright, trade secret or trademark or other intellectual property rights of Apifiny. Nothing herein shall be deemed to authorize Licensee to use Apifiny’s trademarks or trade names in Licensee’s advertising, marketing, promotional, sales or related materials. Apifiny reserves all rights not otherwise expressly granted in this Agreement.

3.5 Licensee agrees not to assert any patent rights related to the API or applications developed using the API against Apifiny or its affiliates, Apifiny’s distributors, Apifiny customers, or other licensees of the API for making, using, selling, offering for sale, or importing any products or technology developed using the API.

As between Apifiny and Licensee, Apifiny and its licensors shall own and retain all proprietary rights, including all patent, copyright, trade secret, trademark and other intellectual property rights, in and to the API and any corrections, bug fixes, enhancements, updates, improvements, or modifications thereto and Licensee hereby irrevocably transfers, conveys and assigns to Apifiny all of its right, title, and interest therein. Apifiny shall have the exclusive right to apply for or register any patents, mask work rights, copyrights, and such other proprietary protections with respect thereto. Licensee acknowledges that the license granted under this Agreement does not provide Licensee with title or ownership to the API, but only a right of limited use under the express terms and conditions of this Agreement.

Apifiny will not provide any support for the API under this Agreement. Nothing herein shall be construed to require Apifiny to provide consultations, support services or updates, upgrades, bug fixes or modifications to the API.

Licensee acknowledges that the API contains valuable proprietary information and trade secrets of Apifiny and its suppliers that remain the property of Apifiny. You shall take all commercially reasonable measures to protect the confidentiality of, and avoid disclosure and unauthorized use of, the API, with no less than the same standard of care that you use to protect your own confidential information of a similar nature, but in no event shall the applicable standard of care be less than reasonable under the circumstances.

7.1 The API and Documentation are provided “AS IS” without any warranty whatsoever. To the full extent allowed by law, the foregoing warranties and remedies are exclusive and are in lieu of all other warranties, terms, or conditions, express or implied, either in fact or by operation of law, statutory or otherwise, including warranties, terms, or conditions of merchantability, fitness for a particular purpose, satisfactory quality, correspondence with description, and non-infringement, all of which are expressly disclaimed.

7.2 No advice or information, whether oral or written, obtained by you from Apifiny or through or from the API shall create any warranty not expressly stated in this agreement. Apifiny does not warrant that the API and Documentation are suitable for licensee’s use, that the API or Documentation are without defect or error, that operation will be uninterrupted, or that defects will be corrected. Further, Apifiny makes no warranty regarding the results of the use of the API and Documentation.

APIFINY SHALL NOT BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF OR RELATING TO THE USE OF OR THE INABILITY TO USE THE API WITH ANY THIRD PARTY SOFTWARE, ITS CONTENT OR FUNCTIONALITY, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOSS OF BUSINESS PROFITS OR REVENUE; BUSINESS INTERRUPTION OR WORK STOPPAGE; COMPUTER FAILURE OR MALFUNCTION; LOSS OF BUSINESS INFORMATION, DATA OR DATA USE; LOSS OF GOODWILL; DAMAGES CAUSED BY OR RELATED TO ERRORS, OMISSIONS, INTERRUPTIONS, DEFECTS, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, FAILURE TO CONNECT, NETWORK CHARGES, AND ALL OTHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES EVEN IF APIFINY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THEREFORE THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. NOTWITHSTANDING THE FOREGOING, THE TOTAL LIABILITY OF APIFINY TO LICENSEE FOR ALL LOSSES, DAMAGES, CAUSES OF ACTION, INCLUDING BUT NOT LIMITED TO THOSE BASED ON CONTRACT, TORT, OR OTHERWISE, ARISING OUT OF YOUR USE OF THE SOFTWARE AND/OR IP ON THIS TECHNOLOGY PLATFORM, OR ANY OTHER PROVISION OF THIS AGREEMENT, SHALL NOT EXCEED THE AMOUNT OF $50 USD. THE FOREGOING LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY REMEDY FAILS ITS ESSENTIAL PURPOSE.

You agree to indemnify and hold harmless Apifiny and its subsidiaries, affiliates, officers, employees, agents, co-branders, customers, suppliers or other partners, from any loss, claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the API, your connection to the API, or your violation of the Agreement.

10.1 UNLESS SEPARATELY STATED IN A WRITTEN EXPRESS LIMITED WARRANTY, ALL API PROVIDED BY APIFINY IS PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTIES OF ANY KIND FROM APIFINY, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT POSSIBLE PURSUANT TO APPLICABLE LAW, APIFINY DISCLAIMS ALL WARRANTIES EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY OR WORKMANSHIP LIKE EFFORT, FITNESS FOR A PARTICULAR PURPOSE, RELIABILITY OR AVAILABILITY, ACCURACY, LACK OF VIRUSES, QUIET ENJOYMENT, NON INFRINGEMENT OF THIRD PARTY RIGHTS OR OTHER VIOLATIONS OF RIGHTS. SOME JURISDICTIONS DO NOT ALLOW EXCLUSIONS OR LIMITATIONS OF IMPLIED WARRANTIES, THEREFORE THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM APIFINY OR ITS AFFILIATES SHALL BE DEEMED TO ALTER THIS DISCLAIMER BY APIFINY OF WARRANTY REGARDING THE API OR THE AGREEMENT, OR TO CREATE ANY WARRANTY OF ANY SORT FROM APIFINY.

10.2 APIFINY DISCLAIMS ANY RESPONSIBILITY FOR ANY DISCLOSURE OF INFORMATION OR ANY OTHER PRACTICES OF ANY THIRD PARTY API PROVIDER. APIFINY EXPRESSLY DISCLAIMS ANY WARRANTY REGARDING WHETHER YOUR PERSONAL INFORMATION IS CAPTURED BY ANY THIRD PARTY API PROVIDER OR THE USE OF SUCH PERSONAL INFORMATION BY SUCH THIRD PARTY API PROVIDER.

11.1 The effective date of this Agreement is the date on which the Licensee commences use of the API.

11.2 This Agreement will terminate automatically if you fail to comply with any of the terms and conditions of this Agreement and you will be liable to Apifiny, its affiliates and its suppliers for damages or losses caused by your non-compliance. The waiver by Apifiny of a specific breach or default shall not constitute the waiver of any subsequent breach or default.

11.3 Either party shall have the right to terminate the Agreement by providing thirty (30) days’ written notice to the other party.

11.4 Upon termination of this Agreement, Licensee will immediately cease using the API Development Kit, and Licensee agrees to destroy all adaptations or copies of the API and Documentation or return them to Apifiny upon termination of this License.

11.5 Apifiny shall have the right to audit your use of the API in conjunction with this Agreement, and you shall provide reasonable assistance for this purpose.

11.6 The rights of Apifiny and your obligations contained in this Agreement survive any expiration or termination of this Agreement.

12.1 Licensee and Apifiny agree to arbitrate any dispute arising from this Agreement, except for disputes in which either party seeks equitable and other relief for the alleged unlawful use of copyrights, trademarks, trade names, logos, trade secrets or patents. Notwithstanding anything herein to the contrary, Licensee’s agreement to participate in arbitration shall preclude Licensee from suing in court or seeking a jury trial.

12.2 Licensee and Apifiny agree to notify each other in writing of any dispute within thirty (30) days of the date on which the notifying party discovers such dispute. Notice to Apifiny shall be sent to legal@spifiny.com.

12.3 Any dispute, controversy, difference or claim arising out of or relating to the Agreement, including the existence, validity, interpretation, performance, breach or termination thereof or any dispute regarding non-contractual obligations arising therefrom shall be referred to and finally resolved in binding arbitration, on an individual basis, in accordance with the American Arbitration Association’s rules for arbitration of consumer-related disputes (accessible at https://www.adr.org/sites/default/files/Consumer%20Rules.pdf) and you and Apifiny hereby expressly waive trial by jury and right to participate in a class action lawsuit or class-wide arbitration. The arbitration will be conducted by a single, neutral arbitrator and shall take place in New York City, or another mutually agreeable location, in the English language. The arbitrator may award any relief that a court of competent jurisdiction could award, including attorneys’ fees when authorized by law, and the arbitral decision may be enforced in any court. At your request, hearings may be conducted in person or by telephone and the arbitrator may provide for submitting and determining motions on briefs, without oral hearings. To the extent permitted by law, the prevailing party in any action or proceeding to enforce this Agreement shall be entitled to costs and attorneys’ fees.

Subject to Section 9 hereofIf the arbitrator(s) or arbitration administrator would impose filing fees or other administrative costs on you, we will reimburse you, upon request, to the extent such fees or costs would exceed those that you would otherwise have to pay if you were proceeding instead in a court. We will also pay additional fees or costs if required to do so by the arbitration administrator’s rules or applicable law. Apart from the foregoing, each Party will be responsible for any other fees or costs, such as attorney fees that the Party may incur. If a court decides that any provision of this section 12.3 is invalid or unenforceable, that provision shall be severed and the other parts of this section 12.3 shall still apply. In any case, the remainder of this Agreement will continue to apply.

12.4 Any dispute between the parties will be governed by this Agreement and the laws of New York, without giving effect to any conflict of laws principles that may provide for the application of the law of another jurisdiction.

13.1 Assignment.
Licensee may not assign this Agreement or any interest or rights granted hereunder to any third party without the prior written consent of Apifiny. A change of control or reorganization of Licensee pursuant to a merger, sale of assets or stock shall be deemed to be an assignment under this Agreement. This Agreement shall terminate immediately upon the occurrence of any prohibited assignment.

13.2 Waiver.
No failure by either party to exercise or enforce any of its rights under this Agreement will act as a waiver of such rights and no waiver of a breach in a particular situation shall be held to be a waiver of any other or subsequent breach.

13.3. Severability.
If any provision of this Agreement is found invalid or unenforceable, that provision will be enforced to the maximum extent possible and the other provisions of this Agreement will remain in force.

13.4. Entire agreement.
This Agreement represents the complete agreement concerning the API. Any oral amendments to this Agreement shall be deemed null and void. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable.

13.5 By installing, copying, or otherwise using this API, you acknowledge that you have read, understand and agree to be bound by the terms and conditions indicated above.