2020-12-01

These terms (“API Terms”) are a legally binding agreement between you and Earthly Technologies Inc. (“Earthly Technologies,” “we,” “us,” or “our”) and will apply if you are issued an API Token or otherwise given access to our API (as defined below) for use in connection with the Service (as defined in the Terms of Service). These API Terms are in addition to the Earthly Technologies Terms of Service (“Terms of Service”), which generally governs your access to and use of the Service.

BY ACCESSING OR USING THE API TOKEN OR API KIT, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE API TERMS. IF YOU DO NOT AGREE TO THESE API TERMS, THEN YOU DO NOT HAVE OUR PERMISSION TO USE THE API KIT.

  1. DEFINITIONS. Capitalized but undefined terms used herein have the meanings ascribed to them in the Terms of Service.

    1.1. “API” means any application programming interface made available by Earthly Technologies to you that allows you to interact and exchange information, such as secrets, software artifacts, and software builds, with the Service.

    1.2. “API Kit” means any materials concerning the API provided or made available by Earthly Technologies to you under these API Terms, including the API, Documentation, and Sample Code (if any).

    1.3. “API Token” means the unique identifier issued by us to you for your Application to request access to or interaction with the Service.

    1.4. “Application” means your application, extension, or plug-in, in each case including in the form of executables and scripts, that makes use of the API.

    1.5. “Documentation” means any documentation or other written instructions describing the API and its usage that are provided or made available by Earthly Technologies to you under these API Terms.

    1.6. “Sample Code” means any software in source code format that may be provided or made available by Earthly Technologies to you under these API Terms.

  2. API USE AND RESTRICTIONS

    2.1. API Use. Subject to the terms and conditions of these API Terms, you may: internally use a reasonable number of copies of the API Kit in strict accordance with the Documentation, solely to develop and test Applications; make calls to the documented public features of the API solely from your Application and solely for the purposes of interacting and exchanging information between the Application and the Service in accordance with the Documentation and any other restrictions applicable to the service tier of your account on the Service; and reproduce and internally modify the Sample Code solely as a component of an Application. By submitting any data to the API, you grant to Earthly Technologies a worldwide, nonexclusive, paid-up, sublicensable, perpetual, irrevocable license to use, copy, display, modify, analyze and prepare derivatives of the data for purposes of responding to your API calls and fulfilling our obligations under any agreements between you and Earthly Technologies.

    2.2. Restrictions. You will not: (a) use the API Kit in any manner that is outside the scope or exceeds the limits associated with the service tier of your account on the Service; (b) use the API Kit in any manner or for any purpose that violates any law or regulation or any right of any person, including intellectual property rights and rights of privacy and publicity; (c) implement the API in any software other than an Application or to support any interfaces between computing devices or computing functions other than as expressly required to interconnect with the Service; (d) use any login credentials to access or interact with the Service through the API other than the login credentials provided to you by us (including API Tokens), or disclose or allow a third party to use your login credentials (including API Tokens) to access or connect to the Service, (e) modify, translate, or create a derivative work of any portion of the API Kit except for the limited right to modify any Sample Code provided by us as expressly set forth in Section 2.1; (f) sell, lease, loan, provide, distribute or otherwise transfer any portion of the API Kit or API Tokens to any third party; (g) reverse engineer, disassemble, decompile, or otherwise attempt to gain access to the source code of the API Kit except for the Sample Code and except to the extent permitted by applicable law; (h) remove, alter, or cover any copyright notices or other proprietary rights notices placed or embedded on or in any part of the API Kit; (i) create or develop any application or other software (including the Application) that exposes or discloses the API to end users; (j) interfere with the normal operation of the API; (k) disable or circumvent any security features of the Service; (l) use the API in a manner that exceeds reasonable request volume, use an unreasonable amount of bandwidth, or otherwise use the API in a manner that may impair the functionality, stability, or operation of the Service or adversely impact the behavior of other users or applications using the API; or (m) attempt to do any of the foregoing or cause or permit any third party to do any of the foregoing.

    2.3. Use and Availability of the Service. You acknowledge that these API Terms do not grant you or any Application end user the right to access and use the Service. Your access and use of the Service, including through use of the API, requires entering into a separate agreement with Earthly Technologies that sets forth all rights and obligations with respect to use of the Service, such as the Terms of Service, including with respect to any data or other content provided to or received from the Service. The provision of an Application does not grant to the end user any rights to use the Service or the API. We do not guarantee that we will continue to make available or support the API or its connection to the Service.

    2.4. Open Source Restriction. Except to the extent permissible under an open source license under which we may make the API Kit (or part thereof) available, nothing in these API Terms authorizes you to subject any portion of the API Kit or any Earthly Technologies intellectual property right in any portion of the API Kit to the terms of any “open source” license, including a license that requires, as a condition of use, modification, or distribution of technology subject to such license, that such technology or other technology combined or distributed with such technology (a) be disclosed or distributed in source code form; (b) be licensed for the purpose of making derivative works; or (c) be re-distributable for little or no fee.

    2.5. No Warranties. You must not make any representation or any express or implied warranty to third parties (including, without limitation, to any Application end users) on behalf of Earthly Technologies.

    2.6. Reservation of Rights. All rights not expressly granted to you in these API Terms are reserved to Earthly Technologies. No additional rights whatsoever (including, without limitation, any implied licenses) are granted to you by implication, estoppel or otherwise.

  3. UPDATES AND SUPPORT

    3.1. Updates. We may, in our sole discretion, provide replacements, updates, modifications, or bug fixes for the API Kit to you (“Updated API Kit”). Each Updated API Kit will be deemed part of the API Kit and subject to these API Terms. Modified or merged portions of the Sample Code will be deemed part of the Sample Code and subject to these API Terms. You will ensure that, prior to commercially using or releasing any Application, each Application will be fully compatible with the most recent Updated API Kit, if any.

    3.2. Support. We are not obligated to provide you with any assistance related to the API Kit, the development of Applications, or connection to the Service.

  4. TERM AND TERMINATION

    4.1 Term. These API Terms commences on the date you agree to the Terms of Service and these API Terms and will continue in effect until terminated in accordance with these API Terms.

    4.2. Termination.

    (a) Either party may terminate these API Terms at any time upon written notice to the other party.

    (b) We may terminate these API Terms immediately upon written notice if you are in material breach of these API Terms or the Terms of Service, including any payment obligations.

    (c) These API Terms will automatically terminate when you assert any claim of patent infringement against Earthly Technologies based on patents reading on any portion of the API Kit.

    (d) These API Terms immediately terminate automatically upon the termination of the Terms of Service or, if you accepted these API Terms as an Org User, when you cease to be an authorized Org User under an Org Account on the Service. For clarity, if you separately hold accounts on the Service both as an Org User and an individual user (and which individual user account is in good standing), the termination of these API Terms of the Org Account or your Org User account will not affect your individual account. Vice versa.

    (e) Upon termination, your licenses under these API Terms will end and you will cease all use of the API Kit, and will return or destroy all copies of the API Kit in your possession.

    4.3. Survival. Sections 2.2 through 2.6, 4.3, and 5 through 9 will survive any termination of these API Terms.

  5. DISCLAIMER OF WARRANTIES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE API KIT AND ALL INTELLECTUAL PROPERTY MADE AVAILABLE BY EARTHLY TECHNOLOGIES UNDER THESE API TERMS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. EARTHLY TECHNOLOGIES DISCLAIMS ALL WARRANTIES DUTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE API KIT AND RELATED INTELLECTUAL PROPERTY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. EARTHLY TECHNOLOGIES MAKES NO WARRANTIES OR REPRESENTATIONS AS TO THE TIMELINESS, ACCURACY, COMPLETENESS, RELIABILITY, CORRECTNESS, AVAILABILITY, SECURITY, LACK OF DEFECTS OR ERRORS, LACK OF VIRUSES OR OTHER HARMFUL COMPONENTS, OR QUALITY OF THE API KIT.

  6. LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER EARTHLY TECHNOLOGIES NOR ITS SUPPLIERS WILL BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES ARISING FROM OR OTHERWISE RELATED TO THESE TERMS, EVEN IF EARTHLY TECHNOLOGIES OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF THESE DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY UNDER THESE API TERMS FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL BE LIMITED TO ONE HUNDRED DOLLARS ($100).

  7. INDEMNITY. You are responsible for your use of the API Kit, and you will defend and indemnify Earthly Technologies Entities from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or connected with: (a) your use of, or misuse of, the API Kit; or (b) your violation of any portion of these API Terms, any representation, warranty, or agreement referenced in these API Terms, or any applicable law or regulation.

  8. GENERAL.

    8.1. Modification of these Terms. We reserve the right to change these API Terms on a going-forward basis at any time, in accordance with Section 12 of the Terms of Service. Please check these API Terms periodically for changes.

    8.2. Entire Agreement; Precedence. These API Terms are the entire and exclusive understanding and agreement between you and Earthly Technologies regarding the subject matter hereof. In the event of any inconsistency or conflict between these API Terms and the Terms of Service, the terms of these API Terms will govern with respect to your access to and use of the API Token and API Kit (or any part thereof), solely to the extent to resolve such inconsistency or conflict.