Terms & Conditions of Use

Last updated: October 18, 2020.

These terms and conditions of use, together with any documents and additional policies and guidelines they incorporate by reference (collectively, these “Terms”), are entered into between The API3 Foundation Company Limited, a Cayman Islands foundation company (the “Foundation”), represented and governed by the API3 Decentralized Autonomous Organization (“API3 DAO”) (API3 DAO and the Foundation, together with any and all affiliates, “API3”, “We”, “Us” or “Our”), and You or the company or other legal entity that You represent (“You” or “Your”). Please read these Terms carefully as they govern Your use of our sites located at api3.org, and all associated sites, domains, subdomains, communications channels, addresses and directories (the “Sites”) and any of API3’s websites, materials, marketplaces, stores, products, services, hackathons, presentations or other provided services, including but not limited to the API3 network, dAPIs, Airnode, and any other such services provided by or through API3 (“Services”) and describe Your rights and obligations and our disclaimers and limitations of legal liability. By accessing, using, participating in, or receiving any of the Sites or Services, or clicking “I agree” to these Terms, or otherwise acknowledging these Terms, You accept and agree to be bound by and to comply with these Terms. If You do not agree to these Terms, You shall avoid accessing or using our Sites or the Services. Further, core aspects of Our Services may be controlled by, affected by, or subject to API3 DAO and the indeterminate tokenholders thereto who govern and control API3 DAO as well as the sub-DAOs thereto. The actions, products, communications and services of API3 DAO and the sub-DAOs thereto are entirely subject to the actions of the aforementioned indeterminate tokenholders.

You must have the capacity and authority to form a legally binding contract online either on behalf of an entity or as an individual. Accordingly, You represent that, if You are agreeing to these Terms on behalf of a company or other legal entity, You have the legal authority to bind such company or other legal entity to these Terms and You are the older of 18 years old or the age of majority where You reside, You can form a legally binding contract, and have the capacity and authority to enter into and to comply with the obligations under these Terms. You represent and warrant that You are not a citizen or resident of a state, country, territory or other jurisdiction that is sanctioned or embargoed (nor are you personally sanctioned or embargoed) by the United Nations or the European Union or where Your use of the Sites or the Services would be illegal or otherwise violate any treaty, domestic or foreign law, rule, statute, regulation, or other directive, requirement or guideline, which is in force and applies to or otherwise governs, rules or regulates any person, property, activity, event or other matter, including any rule, order, judgment, directive or other requirement or guideline issued by any domestic or foreign federal, provincial or state, municipal, local or other governmental, regulatory, judicial or administrative authority having jurisdiction over API3, You, the Sites or the Services; or as otherwise duly enacted, enforceable by law, the common law or equity (the “Applicable Law”).

Privacy Policy

Please refer to our privacy policy for information about how we collect, use, share and otherwise process information about You.

Changes to these Terms

We reserve the right, in Our sole discretion, to modify these Terms from time to time. If we make changes, we will provide You with notice of such changes by sending an email, posting a notice on the Sites or elsewhere on our Services or updating the date at the top of these Terms. Unless we say otherwise in our notice, any modifications are effective immediately upon such notification given as in the previous sentence, and Your continued use of the Sites or our Services will confirm Your consent and acceptance of the changes and to these revised Terms in full. If You do not agree to such revised Terms, You must stop using our Services.

In order to use certain features of the Services, You may be required to register for an account and provide certain information about Yourself as prompted by the account registration form (the “Account”). You shall provide complete and accurate information where prompted by Us in the Sites and/or Services. You are responsible for maintaining the confidentiality of Your Account login information and are fully responsible for all activities that occur under and from Your Account. If applicable, API3 may suspend or terminate Your Account for any reason at Our sole discretion, including for any use of the Sites or Services in violation of these Terms.

DLT/Blockchain Payments and Fees

Some Services offered by Us require payment with or otherwise involve the use of an underlying blockchain or other decentralized or permissioned infrastructure (the “Distributed Ledger Technology”), which may require that You pay a fee, such as (but not limited to) “gas” charges on the Ethereum network, for the computational resources required to perform a transaction on the particular Distributed Ledger Technology (such payments and fees, “Charges”). You acknowledge and agree that API3 has no control over any Distributed Ledger Technology transactions, the method of payment of any Charges, if applicable, or any actual payments of Charges or amounts thereto, if applicable. Accordingly, You must ensure that You have a sufficient balance of the applicable Distributed Ledger Technology network tokens stored at Your Distributed Ledger Technology-compatible wallet address (“Distributed Ledger Technology Address”) to complete any such transaction on the Distributed Ledger Technology before initiating such transaction.

As a condition to accessing or using the Services or the Sites, You: (i) will ensure that all information that You provide on the Sites or otherwise to Us is current, complete, and accurate (ii) will only use the Services and the Sites for lawful purposes and in accordance with these Terms; (iii) will maintain the security and confidentiality of access to Your Distributed Ledger Technology Address; and (iv) agree (A) that no Indemnitee (as defined below) will be responsible for any loss or damage incurred as the result of any interactions You have with other users of the Sites or Services; and (B) if there is a dispute between You and any other site or other user, no Indemnitee (as defined below) will be under any obligation to become involved.

As a condition to accessing or using the Sites or the Services, You will not: (i) violate any Applicable Law, including, without limitation, any relevant and applicable privacy and data collection laws including GDPR, any relevant and applicable gambling, illicit contracting, misrepresentation, or fraud laws, and any relevant and applicable anti-money laundering and anti-terrorist financing laws, in each case as may be amended; (ii) Export, re-export, or transfer, directly or indirectly, any API3 technology or data or data accessed through any of the Services in violation of applicable export laws or regulations; (iii) Infringe any intellectual property or other third-party right, or commit a tort or violation of criminal or contract law while using or involving any Site or the Service; (iv) Misrepresent the reliability or veracity of any content on the Sites or through the Services; (v) Use the Sites or Services in any manner that could interfere with, disrupt, negatively affect, or inhibit other users from their quiet enjoyment of the Sites or Services, or that could impair, disable, overwhelm, or otherwise alter the functioning of the Sites or Services in any manner; (vi) Attempt to circumvent any content filtering techniques or security or compliance measures that API3 employs on the Sites or the Services, or attempt to access any service or area of the Sites or the Services that You are not authorized to access; (vii) Use any scraper or other automated means or interface not provided by us to access the Sites or Services or to extract data; (viii) Introduce any virus, malware, Trojan horse, worm, backdoor or other harmful software into the Sites or the Services; (ix) Post content or communications on the Sites or Services that are, in Our sole discretion, fraudulent, deceptive, libelous, defamatory, profane, obscene, pornographic, sexually explicit, lewd, vulgar, suggestive, harassing, hateful, threatening, offensive, discriminatory, bigoted, abusive, inflammatory, or otherwise objectionable; (x) Post content or communications on the Sites or Services containing unsolicited promotions, campaigns, or commercial messages or any user content designed to deceive the user of the Service; or (xi) Induce any other user or third party to engage in any of the activities prohibited under these Terms or otherwise violate these Terms.

You represent and warrant that You: (i) know, understand and accept the risks associated with Your use of the Sites and Services, using smart contracts and other blockchain and distributed ledger technologies, APIs, and public/private key technologies in general, Your Distributed Ledger Technology Address and the Distributed Ledger Technology, including the risks identified elsewhere in these Terms.

API3 Rights

Excluding any open source software or third-party software that the Sites or the Services incorporates, as between You and API3, API3 owns the Sites and the Services, including all technology and other content used, displayed or provided on the Sites (including all intellectual property rights), and hereby grants You a limited, revocable, non-transferable, license to access and use those portions of the Sites and the Services that are proprietary to API3 in accordance with their intended uses and in accordance with any other applicable licensing terms for the Sites and the Services in these Terms (collectively, the “API3 License”). You acknowledge that the Sites and/or the Services may use, incorporate or link to certain open-source components and that Your use of the Sites and/or Services is subject to, and You will comply with any, applicable open-source licenses (collectively, “Open-Source Licenses”). Notwithstanding the foregoing, You may not resell, share, distribute or otherwise permit any third party to use the Sites or the Services or otherwise use the Sites or the Services in a manner that violates the API3 License or any other Open-Source Licenses.

API3 may direct to, host or provide links to content of third parties (“Third Party Content”). API3 makes no representation regarding, and accepts no responsibility for, Third Party Content or for the accuracy, quality, ownership or reliability thereof. Your use of these links and the Third Party Content is at Your own risk. When You leave the Sites, You should be aware that our Terms no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which You navigate from the Sites.

Any of API3's product or Service names, logos, and other marks used in the Sites or as a part of the Services, including API3's name and logo are intellectual property owned by API3 and/or affiliates. You may use, subject to Our sole discretion, API3’s name and logo to refer to API3's products or services, provided that it does not in any way suggest or imply sponsorship or approval by API3. You may also indicate the relationship of Your products and services to API3’s products or services, subject to our discretion. You may not use API3’s name and logo in a manner that may cause misrepresentations or confusion. Except as provided in the foregoing, You may not copy, imitate or use Our Intellectual Property without Our (or the applicable licensor’s) prior written consent. API3 will be free to use, reproduce, license, and otherwise distribute any suggestions, comments, or other feedback provided by You to API3 with respect to the Sites or Services (“Feedback”) provided to it as it sees fit, entirely without obligation or restriction of any kind, on account of intellectual property rights or otherwise.

You hereby grant to API3 a royalty-free, fully paid-up, sublicense-able, transferable, perpetual, irrevocable, non-exclusive, worldwide license to use, copy, modify, create derivative works of, display, perform, publish and distribute, in any form, medium or manner, any content that is available to other users via the Sites as a result of Your use of the Sites (collectively, “Your Content”) through Your use of the Services or the Sites, excluding for purposes of this sentence Your Content requested or returned through designated interfaces of oracle services on the API3 network. You represent and warrant that You own Your Content or have the right to grant the rights and licenses in these Terms applicable to your use of the Sites, Services and Your Content, and Your Content and Our use of Your Content does not and will not violate, misappropriate or infringe on any third party’s rights nor Applicable Law.

Suspension and Termination

We may, at Our sole discretion, with or without prior notice to You (unless otherwise expressly agreed in writing), modify, suspend or disable, temporarily or permanently, the Services offered by API3, in whole or in part, for any reason whatsoever, including, but not limited to, as a result of a security incident. We will not be liable for any losses suffered by You resulting from any modification to any Services or from any suspension or termination, for any reason, of Your access to all or any portion of the Sites or the Services. The Terms shall survive any termination of Your access to the Sites or the Services, in addition to any other provision which by law or by its nature should survive.

Indemnification

You shall defend, indemnify, and hold harmless API3, our affiliates, and our and our affiliates’ respective shareholders, members, directors, officers, employees, representatives, suppliers, licensors, attorneys, agents, and contractors (collectively, “Indemnitees”) from any claim, demand, lawsuit, action, proceeding, investigation, liability, damage, loss, costs or expenses, including without limitation reasonable attorneys’ fees, arising out of or relating to Your use of, or conduct in connection with, the Sites, the Services, Distributed Ledger Technology assets associated with Your Distributed Ledger Technology Address, any other digital assets, Your Content; Your violation of these Terms; Your violation of any Applicable Law or regulations; Your gross negligence or intentional misconduct; or Your infringement or misappropriation of the rights of any other person or entity. If You are obligated to indemnify any Indemnitee, API3 (or, at its discretion, the applicable Indemnitee) will have the right, in its sole discretion, to control any legal action or proceeding arising therefrom.

Notices and Communications

You consent to receive all communications, invoices, notices, and disclosures electronically (collectively, our “Communications”) that we provide in connection with these Terms or any Services. You agree that we may provide our Communications to You by posting them on any of the Sites or through the Services or by emailing them to You at the email address You provide in connection with using the Services. You may also contact us to request additional electronic copies of our Communications by filing a support request at contact@api3.org.

Disclosures

API3 does not operate an exchange platform of any kind or offer trade execution or clearing services with respect to traditional or digital assets and therefore has no oversight, involvement, or control with respect to Your transactions pursuant to the Sites or Services or any Distributed Ledger Technology. You are responsible for complying with all Applicable Law and regulations applicable to Your transactions. API3 does not own or control the underlying software protocols that are used in connection with the Sites and Services, including but not limited to the Ethereum network and Ether tokens and the API3 network and API3 or REP Tokens. In general, the underlying protocols on which the Services are based are open-source and anyone can use, copy, modify, and distribute them. API3 is not responsible for operation of the underlying protocols, and API3 makes no guarantee of their functionality, security, or availability.

To the maximum extent permitted under Applicable Law, the Sites and the Services (and any of their content or functionality) provided by or on behalf of Us are provided on an “AS IS” basis, and we expressly disclaim, and You hereby waive, any representations, conditions or warranties of any kind, whether express or implied, legal, statutory or otherwise, or arising from statute, otherwise in law, course of dealing, or usage of trade, including, without limitation, the implied or legal warranties and conditions of merchantability, quality or fitness for a particular purpose, title, security, availability, reliability, accuracy, quiet enjoyment and non-infringement of third party rights. Without limiting the foregoing, We do not represent or warrant that the Sites or the Services (including any related data) will be uninterrupted, available at any particular time or error-free. We do not warrant that errors in the Sites or the Service are correctable or will be corrected beyond good faith measures by Us, to the extent possible and practical.

You acknowledge that Your data on the Sites or through the Services may become permanently lost or corrupted or temporarily unavailable due to a variety of causes, and agree that, to the maximum extent permitted under Applicable Law, we will not be liable for any loss or damage caused by denial-of-service attacks, 51% attacks, software failures, lost private or public keys, viruses or other technologically harmful materials (including those which may infect Your computer equipment), protocol changes by third party providers, Internet outages, force majeure events or other disasters, scheduled or unscheduled maintenance, or other causes either within or outside our control. The disclaimer of implied warranties contained in these Terms may not apply if and to the extent such warranties cannot be excluded or limited under the Applicable Law of the jurisdiction in which You reside.

Limitation of Damages and Liability

API3, together with any Indemnitee, shall not in any event be liable for any incidental, indirect, special, punitive, exemplary, consequential or similar damages or liabilities whatsoever (including, without limitation, damages for loss of data, information, revenue or other business or financial benefit) arising out of or in connection with any of the Sites and/or Services (and any of their content and functionality), any execution or settlement of a transaction, any performance or non-performance of the Services, Your Distributed Ledger Technology assets, other digital assets or any other product, service or other item provided by or on behalf of an Indemnitee, whether under contract, tort (including negligence), civil liability, statute, strict liability, breach of warranties, or under any other theory of liability, and whether or not any Indemnitee has been advised of, knew of or should have known of the possibility of such damages and notwithstanding any failure of the essential purpose of these Terms or any limited remedy nor is API3 in any way responsible for the execution or settlement of transactions between users of the Services.

In no event will the Indemnitees' aggregate liability arising out of or in connection with the Sites and the Services (and any of their content and functionality), any performance or non-performance of the Services, Your Distributed Ledger Technology assets, other digital assets or any other product, service or other item provided by or on behalf of an Indemnitee, whether under contract, tort (including negligence), civil liability, statute, strict liability or other theory of liability exceed the amount of the fees paid by You to us under these Terms in the one year period immediately preceding the event giving rise to the claim for liability.

Waiver

To the extent permitted by Applicable Law, in consideration for being allowed to use any of the Sites and the Services, You hereby release and forever discharge API3 and all Indemnitees from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, any of the Sites and/or the Services (including any interactions with, or act or omission of, other Sites, Services, or API3 network users or any third-party services). YOU HEREBY WAIVE ANY APPLICABLE PROVISION IN LAW OR REGULATION IN CONNECTION WITH THE FOREGOING, WHICH STATES IN SUBSTANCE: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

Arbitration

These terms require You to arbitrate certain disputes and claims with API3 and limit the manner in which You can seek relief from us, unless You opt out of arbitration by following the instructions set forth below. In addition, arbitration precludes You from suing in court or having a jury trial. You and API3 agree that any dispute arising out of or related to these Terms or our Services is personal to You and API3 and that any dispute will be resolved solely through individual action, and will not be brought as a class arbitration, class action or any other type of representative proceeding.

You and API3 waive Your rights to a jury trial and to have any dispute arising out of or related to these Terms or our Services resolved in court. For any dispute or claim that You have against API3 or relating in any way to the Services, You agree to first contact API3 and attempt to resolve the claim informally by sending a written notice of Your claim (“Notice”) to API3 by email at contact@api3.org. The Notice must include Your name, residence address, email address, and telephone number, describe the nature and basis of the claim and set forth the specific relief sought. Our notice to You will be similar in form to that described above. If You and API3 cannot reach an agreement to resolve the claim within thirty (30) days after such Notice is received, then either party may submit the dispute to binding arbitration administered by the American Arbitration Association (“AAA”), or, under the limited circumstances set forth above, in court. All disputes submitted to AAA will be resolved through confidential, binding arbitration before one arbitrator. The most recent version of the AAA Rules are available on the AAA Website and are hereby incorporated by reference. You acknowledge and agree that You have read and understand the AAA Rules or waive Your opportunity to read the AAA Rules and waive any claim that the AAA Rules are unfair or should not apply for any reason.

The arbitrator, API3, and You will maintain the confidentiality of any arbitration proceedings, judgments and awards, including, but not limited to, all information gathered, prepared and presented in relation to the disputes. The arbitrator will have the authority to make appropriate rulings to safeguard confidentiality, unless the law provides to the contrary. The duty of confidentiality does not apply to the extent that disclosure is necessary to prepare for or conduct the arbitration hearing on the merits, in connection with a court application for a preliminary remedy or in connection with a judicial challenge to an arbitration award or its enforcement, or to the extent that disclosure is otherwise required by law or judicial decision. You and API3 agree that for any arbitration You initiate, You will pay the filing fee and You and API3 will evenly split the remaining AAA fees and costs.

Any claim arising out of or related to these Terms or our Services must be filed within one year after such claim arose; otherwise, the claim is permanently barred, which means that You or API3, as applicable, will not have the right to assert the claim. You have the right to opt out of binding arbitration within 30 days of the date You first accepted these Terms by emailing us at contact@api3.org.

Severability and Governing Law

If any portion of these Terms is found to be unenforceable or unlawful for any reason, the unenforceable or unlawful provision will be severed from these Terms, and the severance of the unenforceable or unlawful provision will have no impact whatsoever on the remainder or the parties’ ability to compel arbitration of any remaining claims on an individual basis, and to the extent that any claims must therefore proceed on a class, collective, consolidated, or representative basis, such claims must be litigated in a civil court of competent jurisdiction and not in arbitration, and the parties agree that litigation of those claims will be stayed pending the outcome of any individual claims in arbitration.

The interpretation and enforcement of these Terms, and any dispute related to these Terms, the Sites or the Services, will be governed by and construed and enforced in accordance with the laws of New York, as applicable, without regard to conflict of law rules or principles. You agree that we may initiate a proceeding related to the enforcement or validity of our intellectual property rights in any court having jurisdiction. With respect to any other proceeding that is not subject to arbitration under these Terms, the courts located in the State of New York will have exclusive jurisdiction. You waive any objection to venue in such courts.

Miscellaneous

Any right or remedy of API3 set forth in these Terms is in addition to any other right or remedy whether described in these Terms, under Applicable Law, at law or in equity. Our failure or delay in exercising any right, power, or privilege under these Terms will not operate as a waiver thereof. The illegality or unenforceability of any of these Terms will not affect the validity or enforceability of any other of these Terms, all of which will remain in full force and effect. We will have no responsibility or liability for any failure or delay in performance of the Sites or any of the Services, or any loss or damage that You may incur, due to any circumstance or event beyond our control, including without limitation any flood, extraordinary weather conditions, earthquake, or other act of God, fire, pandemic or infectious disease, war, insurrection, riot, accident, governmental condition, communications, power failure, or equipment or software malfunction. You may not assign or transfer any right to use any of the Sites or the Services, or any of Your rights or obligations under these Terms, without our express prior written consent, including by operation of law or in connection with any change of control. We may assign or transfer any or all of our rights or obligations under these Terms, in whole or in part, without notice or obtaining Your consent or approval. Headings of sections are for convenience only and will not be used to limit or construe such sections. These Terms contain the entire agreement and supersede all prior and contemporaneous understandings between the parties regarding the Sites and the Services. If there is a conflict between these Terms and any other agreement You may have with us, these Terms will control unless the other agreement specifically identifies these Terms and declares that the other agreement supersedes these Terms.

Contact Us

The API3 Foundation Company Limited, a Cayman Islands foundation company

c/o McGrath Tonner Corporate Services Limited, Genesis Building, 5 th Floor, Genesis Close, PO Box 446, Cayman Islands, KY1-1106
Email: contact@api3.org

© 2020 The API3 Foundation Company Limited
All rights reserved. All trademarks, logos and service marks displayed on the Sites and the API3 network are Our property or the property of other third parties.

If You have any questions or concerns regarding these Terms, please send Us a detailed message to contact@api3.org, and We will address Your concerns as soon as we can and to the best of our ability.