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Privacy Policy
Last updated: January 19, 2021
This Privacy Policy describes Our policies and procedures on the collection, use and disclosure of Your information when You use the Service and tells You about Your privacy rights and how the law protects You.
Interpretation and Definitions
Interpretation
The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.
Definitions
For the purposes of this Privacy Policy:
For the purposes of the CCPA, Personal Data means any information that identifies, relates to, describes or is capable of being associated with, or could reasonably be linked, directly or indirectly, with You.
Collecting and Using Your Personal Data
Types of Data Collected
Personal Data
While using Our Service, We may ask You to provide Us with certain personally identifiable information that can be used to contact or identify You. Personally, identifiable information may include, but is not limited to:
- Email address
- First name and last name
- Phone number
- Bank account information in order to pay for products and/or services within the Service
- Usage Data
When You pay for a product and/or a service via bank transfer, We may ask You to provide information to facilitate this transaction and to verify Your identity. Such information may include, without limitation:
- Date of birth
- Passport or National ID card
- Bank card statement
- Other information linking You to an address
Usage Data
Usage Data is collected automatically when using the Service.
Usage Data may include information such as Your Device’s Internet Protocol address (e.g. IP address), browser type, browser version, the pages of our Service that You visit, the time and date of Your visit, the time spent on those pages, unique device identifiers and other diagnostic data.
When You access the Service by or through a mobile device, We may collect certain information automatically, including, but not limited to, the type of mobile device You use, Your mobile device unique ID, the IP address of Your mobile device, Your mobile operating system, the type of mobile Internet browser You use, unique device identifiers and other diagnostic data.
We may also collect information that Your browser sends whenever You visit our Service or when You access the Service by or through a mobile device.
Tracking Technologies and Cookies
We use Cookies and similar tracking technologies to track the activity on Our Service and store certain information. Tracking technologies used are beacons, tags, and scripts to collect and track information and to improve and analyze Our Service. The technologies We use may include:
Cookies can be “Persistent” or “Session” Cookies. Persistent Cookies remain on Your personal computer or mobile device when You go offline, while Session Cookies are deleted as soon as You close Your web browser. Learn more about cookies: What Are Cookies?.
We use both Session and Persistent Cookies for the purposes set out below:
For more information about the cookies we use and your choices regarding cookies, please visit our Cookies Policy or the Cookies section of our Privacy Policy.
Use of Your Personal Data
The Company may use Personal Data for the following purposes:
We may share Your personal information in the following situations:
Retention of Your Personal Data
The Company will retain Your Personal Data only for as long as is necessary for the purposes set out in this Privacy Policy. We will retain and use Your Personal Data to the extent necessary to comply with our legal obligations (for example, if we are required to retain your data to comply with applicable laws), resolve disputes, and enforce our legal agreements and policies.
The Company will also retain Usage Data for internal analysis purposes. Usage Data is generally retained for a shorter period of time, except when this data is used to strengthen the security or to improve the functionality of Our Service, or We are legally obligated to retain this data for longer time periods.
Transfer of Your Personal Data
Your information, including Personal Data, is processed at the Company’s operating offices and in any other places where the parties involved in the processing are located. It means that this information may be transferred to — and maintained on — computers located outside of Your state, province, country or other governmental jurisdiction where the data protection laws may differ than those from Your jurisdiction.
Your consent to this Privacy Policy followed by Your submission of such information represents Your agreement to that transfer.
The Company will take all steps reasonably necessary to ensure that Your data is treated securely and in accordance with this Privacy Policy and no transfer of Your Personal Data will take place to an organization or a country unless there are adequate controls in place including the security of Your data and other personal information.
Disclosure of Your Personal Data
Business Transactions
The Company will take all steps reasonably necessary to ensure that Your data is treated securely and in accordance with this Privacy Policy and no transfer of Your Personal Data will take place to an organization or a country unless there are adequate controls in place including the security of Your data and other personal information.
Law enforcement
Under certain circumstances, the Company may be required to disclose Your Personal Data if required to do so by law or in response to valid requests by public authorities (e.g. a court or a government agency).
Other legal requirements
The Company may disclose Your Personal Data in the good faith belief that such action is necessary to:
- Comply with a legal obligation
- Protect and defend the rights or property of the Company
- Prevent or investigate possible wrongdoing in connection with the Service
- Protect the personal safety of Users of the Service or the public
- Protect against legal liability
Security of Your Personal Data
The security of Your Personal Data is important to Us, but remember that no method of transmission over the Internet, or method of electronic storage is 100% secure. While We strive to use commercially acceptable means to protect Your Personal Data, We cannot guarantee its absolute security.
Detailed Information on the Processing of Your Personal Data
The Service Providers We use may have access to Your Personal Data. These third-party vendors collect, store, use, process and transfer information about Your activity on Our Service in accordance with their Privacy Policies.
Analytics
We may use third-party Service providers to monitor and analyze the use of our Service.
Email Marketing
We may use Your Personal Data to contact You with newsletters, marketing or promotional materials and other information that may be of interest to You. You may opt-out of receiving any, or all, of these communications from Us by following the unsubscribe link or instructions provided in any email We send or by contacting Us.
We may use Email Marketing Service Providers to manage and send emails to You.
Payments
We may provide paid products and/or services within the Service. In that case, we may use third-party services for payment processing (e.g. payment processors).
We will not store or collect Your payment card details. That information is provided directly to Our third-party payment processors whose use of Your personal information is governed by their Privacy Policy. These payment processors adhere to the standards set by PCI-DSS as managed by the PCI Security Standards Council, which is a joint effort of brands like Visa, Mastercard, American Express and Discover. PCI-DSS requirements help ensure the secure handling of payment information.
GDPR Privacy
Legal Basis for Processing Personal Data under GDPR
We may process Personal Data under the following conditions:
In any case, the Company will gladly help to clarify the specific legal basis that applies to the processing, and in particular whether the provision of Personal Data is a statutory or contractual requirement, or a requirement necessary to enter into a contract.
Your Rights under the GDPR
The Company undertakes to respect the confidentiality of Your Personal Data and to guarantee You can exercise Your rights.
You have the right under this Privacy Policy, and by law, if You are within the EU, to:
Exercising of Your GDPR Data Protection Rights
You may exercise Your rights of access, rectification, cancellation and opposition by contacting Us. Please note that we may ask You to verify Your identity before responding to such requests. If You make a request, We will try our best to respond to You as soon as possible.
You have the right to complain to a Data Protection Authority about Our collection and use of Your Personal Data. For more information, if You are in the European Economic Area (EEA), please contact Your local data protection authority in the EEA.
CCPA Privacy
This privacy notice section for California residents supplements the information contained in Our Privacy Policy and it applies solely to all visitors, users, and others who reside in the State of California.
Categories of Personal Information Collected
We collect information that identifies, relates to, describes, references, is capable of being associated with, or could reasonably be linked, directly or indirectly, with a particular Consumer or Device. The following is a list of categories of personal information which we may collect or may have been collected from California residents within the last twelve (12) months.
Please note that the categories and examples provided in the list below are those defined in the CCPA. This does not mean that all examples of that category of personal information were in fact collected by Us, but reflects our good faith belief to the best of our knowledge that some of that information from the applicable category may be and may have been collected. For example, certain categories of personal information would only be collected if You provided such personal information directly to Us.
- Publicly available information from government records
- De-identified or aggregated consumer information
Information excluded from the CCPA's scope, such as:
- Health or medical information covered by the Health Insurance Portability and Accountability Act of 1996 (HIPAA) and the California Confidentiality of Medical Information Act (CMIA) or clinical trial data
- Personal Information covered by certain sector-specific privacy laws, including the Fair Credit Reporting Act (FRCA), the Gramm-Leach-Bliley Act (GLBA) or California Financial Information Privacy Act (FIPA), and the Driver's Privacy Protection Act of 1994
Sources of Personal Information
We obtain the categories of personal information listed above from the following categories of sources:
Use of Personal Information for Business Purposes or Commercial Purposes
We may use or disclose personal information We collect for "business purposes" or "commercial purposes" (as defined under the CCPA), which may include the following examples:
- To operate our Service and provide You with our Service.
- To provide You with support and to respond to Your inquiries, including to investigate and address Your concerns and monitor and improve our Service.
- To fulfill or meet the reason You provided the information. For example, if You share Your contact information to ask a question about our Service, We will use that personal information to respond to Your inquiry. If You provide Your personal information to purchase a product or service, We will use that information to process Your payment and facilitate delivery.
- To respond to law enforcement requests and as required by applicable law, court order, or governmental regulations.
- As described to You when collecting Your personal information or as otherwise set forth in the CCPA.
- For internal administrative and auditing purposes.
- To detect security incidents and protect against malicious, deceptive, fraudulent or illegal activity, including, when necessary, to prosecute those responsible for such activities.
Please note that the examples provided above are illustrative and not intended to be exhaustive. For more details on how we use this information, please refer to the “Use of Your Personal Data” section.
If We decide to collect additional categories of personal information or use the personal information We collected for materially different, unrelated, or incompatible purposes We will update this Privacy Policy.
Disclosure of Personal Information for Business Purposes or Commercial Purposes
We may use or disclose and may have used or disclosed in the last twelve (12) months the following categories of personal information for business or commercial purposes:
- Category A: Identifiers
- Category B: Personal information categories listed in the California Customer Records statute (Cal. Civ. Code § 1798.80(e))
- Category D: Commercial information
- Category F: Internet or other similar network activity
Please note that the categories listed above are those defined in the CCPA. This does not mean that all examples of that category of personal information were in fact disclosed, but reflects our good faith belief to the best of our knowledge that some of that information from the applicable category may be and may have been disclosed.
When We disclose personal information for a business purpose or a commercial purpose, We enter a contract that describes the purpose and requires the recipient to both keep that personal information confidential and not use it for any purpose except performing the contract.
Sale of Personal Information
As defined in the CCPA, “sell” and “sale” mean selling, renting, releasing, disclosing, disseminating, making available, transferring, or otherwise communicating orally, in writing, or by electronic or other means, a consumer’s personal information by the business to a third party for valuable consideration. This means that We may have received some kind of benefit in return for sharing personal information, but not necessarily a monetary benefit.
Please note that the categories listed below are those defined in the CCPA. This does not mean that all examples of that category of personal information were in fact sold, but reflects our good faith belief to the best of our knowledge that some of that information from the applicable category may be and may have been shared for value in return.
We may sell and may have sold in the last twelve (12) months the following categories of personal information:
- Category A: Identifiers
- Category B: Personal information categories listed in the California Customer Records statute (Cal. Civ. Code § 1798.80(e))
- Category D: Commercial information
- Category F: Internet or other similar network activity
Share of Personal Information
We may share Your personal information identified in the above categories with the following categories of third parties:
- Service Providers
- Payment processors
- Our affiliates
- Our business partners
- Third party vendors to whom You or Your agents authorize Us to disclose Your personal information in connection with products or services We provide to You
Sale of Personal Information of Minors Under 16 Years of Age
We do not sell the personal information of Consumers We actually know are less than 16 years of age, unless We receive affirmative authorization (the “right to opt-in”) from either the Consumer who is between 13 and 16 years of age, or the parent or guardian of a Consumer less than 13 years of age. Consumers who opt-in to the sale of personal information may opt-out of future sales at any time. To exercise the right to opt-out, You (or Your authorized representative) may submit a request to Us by contacting Us.
If You have reason to believe that a child under the age of 13 (or 16) has provided Us with personal information, please contact Us with sufficient detail to enable Us to delete that information.
Your Rights under the CCPA
The CCPA provides California residents with specific rights regarding their personal information. If You are a resident of California, You have the following rights:
- The right to notice. You have the right to be notified which categories of Personal Data are being collected and the purposes for which the Personal Data is being used.
- The right to request. Under CCPA, You have the right to request that We disclose information to You about Our collection, use, sale, disclosure for business purposes and share of personal information. Once We receive and confirm Your request, We will disclose to You:
- The categories of personal information We collected about You
- The categories of sources for the personal information We collected about You
- Our business or commercial purpose for collecting or selling that personal information
- The categories of third parties with whom We share that personal information
- The specific pieces of personal information We collected about You
- If we sold Your personal information or disclosed Your personal information for a business purpose, We will disclose to You:
- The categories of personal information categories sold
- The categories of personal information categories disclosed
- The right to say no to the sale of Personal Data (opt-out). You have the right to direct Us to not sell Your personal information. To submit an opt-out request please contact Us.
- The right to delete Personal Data. You have the right to request the deletion of Your Personal Data, subject to certain exceptions. Once We receive and confirm Your request, We will delete (and direct Our Service Providers to delete) Your personal information from our records, unless an exception applies. We may deny Your deletion request if retaining the information is necessary for Us or Our Service Providers to:
- Complete the transaction for which We collected the personal information, provide a good or service that You requested, take actions reasonably anticipated within the context of our ongoing business relationship with You, or otherwise perform our contract with You.
- Detect security incidents, protect against malicious, deceptive, fraudulent, or illegal activity, or prosecute those responsible for such activities.
- Debug products to identify and repair errors that impair existing intended functionality.
- Exercise free speech, ensure the right of another consumer to exercise their free speech rights, or exercise another right provided for by law.
- Comply with the California Electronic Communications Privacy Act (Cal. Penal Code § 1546 et. seq.).
- Engage in public or peer-reviewed scientific, historical, or statistical research in the public interest that adheres to all other applicable ethics and privacy laws, when the information's deletion may likely render impossible or seriously impair the research's achievement, if You previously provided informed consent.
- Enable solely internal uses that are reasonably aligned with consumer expectations based on Your relationship with Us.
- Comply with a legal obligation.
- Make other internal and lawful uses of that information that are compatible with the context in which You provided it.
- The right not to be discriminated against. You have the right not to be discriminated against for exercising any of Your consumer's rights, including by:
- Denying goods or services to You
- Charging different prices or rates for goods or services, including the use of discounts or other benefits or imposing penalties
- Providing a different level or quality of goods or services to You
- Suggesting that You will receive a different price or rate for goods or services or a different level or quality of goods or services
Exercising Your CCPA Data Protection Rights
In order to exercise any of Your rights under the CCPA, and if You are a California resident, You can contact Us:
- By email: [email protected]
Only You, or a person registered with the California Secretary of State that You authorize to act on Your behalf, may make a verifiable request related to Your personal information.
Your request to Us must:
- Provide sufficient information that allows Us to reasonably verify You are the person about whom We collected personal information or an authorized representative
- Describe Your request with sufficient detail that allows Us to properly understand, evaluate, and respond to it
We cannot respond to Your request or provide You with the required information if we cannot:
- Verify Your identity or authority to make the request
- And confirm that the personal information relates to You
We will disclose and deliver the required information free of charge within 45 days of receiving Your verifiable request. The time period to provide the required information may be extended once by an additional 45 days when reasonable necessary and with prior notice.
Any disclosures We provide will only cover the 12-month period preceding the verifiable request’s receipt.
For data portability requests, We will select a format to provide Your personal information that is readily useable and should allow You to transmit the information from one entity to another entity without hindrance.
Do Not Sell My Personal Information
You have the right to opt-out of the sale of Your personal information. Once We receive and confirm a verifiable consumer request from You, we will stop selling Your personal information. To exercise Your right to opt-out, please contact Us.
The Service Providers we partner with (for example, our analytics or advertising partners) may use technology on the Service that sells personal information as defined by the CCPA law. If you wish to opt out of the use of Your personal information for interest-based advertising purposes and these potential sales as defined under CCPA law, you may do so by following the instructions below.
Please note that any opt out is specific to the browser You use. You may need to opt out on every browser that You use.
Website
You can opt out of receiving ads that are personalized as served by our Service Providers by following our instructions presented on the Service:
- The NAI's opt-out platform: http://www.networkadvertising.org/choices/
- The EDAA's opt-out platform http://www.youronlinechoices.com/
- The DAA's opt-out platform: http://optout.aboutads.info/?c=2&lang=EN
The opt out will place a cookie on Your computer that is unique to the browser You use to opt out. If you change browsers or delete the cookies saved by your browser, You will need to opt out again.
Mobile Devices
Your mobile device may give You the ability to opt out of the use of information about the apps You use in order to serve You ads that are targeted to Your interests:
- "Opt out of Interest-Based Ads" or "Opt out of Ads Personalization" on Android devices
- "Limit Ad Tracking" on iOS devices
You can also stop the collection of location information from Your mobile device by changing the preferences on Your mobile device.
"Do Not Track" Policy as Required by California Online Privacy Protection Act (CalOPPA)
Our Service does not respond to Do Not Track signals.
However, some third party websites do keep track of Your browsing activities. If You are visiting such websites, You can set Your preferences in Your web browser to inform websites that You do not want to be tracked. You can enable or disable DNT by visiting the preferences or settings page of Your web browser.
Your California Privacy Rights (California's Shine the Light law)
Under California Civil Code Section 1798 (California’s Shine the Light law), California residents with an established business relationship with us can request information once a year about sharing their Personal Data with third parties for the third parties’ direct marketing purposes.
If you’d like to request more information under the California Shine the Light law, and if You are a California resident, You can contact Us using the contact information provided below.
California Privacy Rights for Minor Users (California Business and Professions Code Section 22581)
California Business and Professions Code section 22581 allow California residents under the age of 18 who are registered users of online sites, services or applications to request and obtain removal of content or information they have publicly posted.
To request removal of such data, and if You are a California resident, You can contact Us using the contact information provided below, and include the email address associated with Your account.
Be aware that Your request does not guarantee complete or comprehensive removal of content or information posted online and that the law may not permit or require removal in certain circumstances.
Links to Other Websites
Our Service may contain links to other websites that are not operated by Us. If You click on a third party link, You will be directed to that third party’s site. We strongly advise You to review the Privacy Policy of every site You visit.
We have no control over and assume no responsibility for the content, privacy policies or practices of any third party sites or services.
Changes to this Privacy Policy
We may update Our Privacy Policy from time to time. We will notify You of any changes by posting the new Privacy Policy on this page.
We will let You know via email and/or a prominent notice on Our Service, prior to the change becoming effective and update the “Last updated” date at the top of this Privacy Policy.
You are advised to review this Privacy Policy periodically for any changes. Changes to this Privacy Policy are effective when they are posted on this page.
Contact Us
If you have any questions about this Privacy Policy, You can contact us:
- By email: [email protected]
YOU AGREE TO BE BOUND BY THE TERMS OF THIS apica.io TERMS OF SERVICE AGREEMENT (“AGREEMENT”). IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, YOU MAY NOT USE OR ACCESS apica.io SERVICE. “YOU” OR “CUSTOMER” MEANS THE NATURAL PERSON OR THE ENTITY YOU REPRESENT THAT IS AGREEING TO BE BOUND BY THIS AGREEMENT, THEIR EMPLOYEES AND THIRD PARTY CONTRACTORS THAT PROVIDE SERVICE TO YOU. YOU SHALL BE LIABLE FOR ANY FAILURE BY SUCH EMPLOYEES AND THIRD PARTY CONTRACTORS TO COMPLY WITH THE TERMS OF THIS AGREEMENT.
If You have purchased or otherwise obtained the apica.io Service (the “Service”) from a third party authorized by apica.io to sell such Service (a “Reseller”), then: (a) this Agreement shall apply to such Service purchased or otherwise obtained by You from the Reseller; (b) this Agreement is between apica.io and You; however, the order form by which you order the Services and any other related products or services from Reseller (which shall be referred to herein as the “Reseller Order Form”) is between you and the Reseller; and (c) notwithstanding the last sentence of the preceding paragraph, the terms of this Agreement shall control over any different, additional, and/or conflicting terms of the Reseller Order Form, and the Reseller Order Form shall not amend or modify any terms of this Agreement.
1. Grant and Use Rights
apica.io hereby grants You a non-exclusive, non-transferable license, without rights to sublicense, to use the Service for Your internal operations only for the time period (the” Subscription Term”) that You have paid/or agree to pay the applicable fees. This Agreement is not a sale and does not convey to Customer any rights of ownership in or related to the Service or Software (as defined below), or any intellectual property rights. The Service is intended for Your organization’s use only and is subject to modification from time to time and at apica.io’s sole discretion. All rights not expressly granted to You are reserved by apica.io. Except as expressly set forth herein, apica.io alone (and its licensors, where applicable) will retain all intellectual property rights relating to the Service or the Software or any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by You or any other party relating to the Service and/or the Software, which are hereby assigned to apica.io.
2. Restrictions
2.1. You will not, and will not permit any third party to: reverse engineer (except to the extent statutory law expressly prohibits or limits restrictions on reverse engineering, but only to the extent required by such statute), decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas or algorithms of the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or Software; use in excess as set forth below; use the Services or Software for timesharing or service bureau purposes or for any purpose other than its own internal business purposes; or use the Services or Software other than in accordance with this Agreement and in compliance with all applicable laws and regulations (including but not limited to any European privacy laws) and intellectual property.
3. Support Services
3.1 Support for the Service shall be provided to You in accordance with the terms specified at https://www.apica.io/communications/support-term
4. Acceptable Use; Passwords; Primary Contact
4.1. By agreeing to these Terms of Service, You are also agreeing to the Acceptable Use Policy located at https://www.apica.io/communications/acceptable-use-policy
4.2. You are responsible for establishing a username and password (or any other means required by apica.io) for verifying that only Your designated employees have access to any administrative functions of the Services. You will be responsible for maintaining the security of Your account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Your account with or without Your knowledge or consent.
4.3. You will designate an employee who will be responsible for all matters relating to this Agreement (“Primary Contact”). You may change the individual designated as Primary Contact at any time by providing written notice to apica.io. apica.io is not liable for any losses, damages, claims, demands, actions, costs and expenses (including reasonable attorneys’ fees and court costs) arising from or created by any of Your acts or omissions related to the access or use of the Service
5. Confidentiality
5.1. 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 technology or business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).
5.2. The Receiving Party agrees: (i) not to divulge to any third person any such Proprietary Information, (i) to give access to such Proprietary Information solely to those employees, contractors or agents with a need to have access thereto for purposes of this Agreement, and (iii) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the party takes with its own proprietary information, but in no event will a party apply less than reasonable precautions to protect such Proprietary Information. The Disclosing Party agrees that the foregoing will not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public without any action by, or involvement of, the Receiving Party, or (b) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of or reference to any Proprietary Information of the Disclosing Party. Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order. In any event, apica.io may collect data with respect to and report on aggregate measures of the Services’ performance and other measures to enhance the performance of the Services.
5.3. apica.io agrees that all information and data generated, processed, or stored on the Service (as intended usage of the Service), including Customer’s log and machine-generated data produced by applications and systems are Customer’s Proprietary Information. Except for such Proprietary Information, Customer acknowledges that apica.io does not wish to receive any Proprietary Information from Customer that is not necessary for apica.io to perform its obligations under this Agreement, and, unless the parties specifically agree otherwise, apica.io may reasonably presume that any unrelated information received from Customer is not confidential or Proprietary Information.
5.4. Both Parties will have the right to disclose the existence but not the terms and conditions of this Agreement, unless such disclosure is approved in writing by both Parties prior to such disclosure, or is included in a filing required to be made by a Party with a governmental authority (provided such party will use reasonable efforts to obtain confidential treatment or a protective order) or is made on a confidential basis as reasonably necessary to potential investors or acquirers.
6. Security; Data Privacy.
apica.io will implement reasonable and appropriate measures designed to help secure any content that You make available for processing, analysis or other use by the Service in accordance with this Agreement against accidental or unlawful loss, access or disclosure. You acknowledge and agree that apica.io is not responsible for Your cloud object storage (ie, AWS S3, Google Cloud Storage) environments and has no obligation with respect to the protection of Your content that You store in Your cloud object storage environments. When You transmit Your content to the Service for processing, You are transmitting Your Content to the Service which is hosted by third party infrastructure-as-a-service cloud providers such as Amazon Web Services or Google Cloud Storage in regions specified by You. apica.io will not access or use Your content except as necessary to maintain or provide the Service, or as necessary to comply with the law or a binding order of a governmental body. apica.io will not disclose Your content to any government or third party except as necessary to comply with the law or a binding order of a governmental body.
7. Payment.
7.1. The Service is sold on a subscription basis and includes Service Support and Maintenance during the contracted term, thereafter shall automatically renew for additional annual subscription terms, unless either You or apica.io provides written notification of cancellation thirty (30) days prior to the end of the current Subscription Term. Support and Maintenance is not sold separately.
7.2. apica.io Service fees are quoted and payable to apica.io in US currency only. Fees shall be due and payable at the beginning of the Subscription Term, unless otherwise agreed to by the parties. Fees may be set forth in an order form. Payment obligations are non-cancelable and fees paid/payable are non-refundable. If Your use of the Service exceeds the Service Capacity that You are currently enrolled in, You will be invoiced at the then current price for such overages for the applicable month, in arrears. Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and such taxes, levies and duties shall be added to the Service fees. The subscription fees of the then current list price are based on the annual period that begins on the subscription start date and each yearly anniversary thereof. You are responsible for maintaining complete and accurate billing and contact information for the Service.
7.3. apica.io reserves the right to modify the fees at any time, upon 30 days prior written notice to You, which may be provided by e-mail; such new prices shall not apply for subscription for Service which has already been paid, but shall apply to any subscription completed after the effective date of change of the fees.
8. Cancellation or Termination of Service
8.1. Payments shall be made for a full year and no refund is available. If You cancel during your subscription’s yearly cycle, all amounts due and payable through the Subscription Term shall immediately become due and payable. You will have access to the apica.io Service and Support until the last day of Your Subscription Term. There is no pro-rata credit or refund for that Subscription Term.
8.2. apica.io may, without prior notice, immediately terminate, limit Your access to or suspend Your account and use of the Service if You fail to comply with any term of this Agreement. apica.io expressly reserves the right to suspend Your account and use of the Service in the event You fail to pay the fees in full and on time.
9. Warranty
9.1. apica.io warrants the Service shall perform materially in accordance with the accompanying documentation and this Agreement. As Your sole and exclusive remedy for any breach of the foregoing limited warranty, apica.io will, in its sole discretion, either (i) use commercially reasonable efforts to remedy the nonconformity within a commercially reasonable period of time or (ii) terminate the Agreement and refund the prepaid fees for the unused subscription period.
9.2. The warranty set forth above is void to the extent any failure to perform in accordance with the documentation or this Agreement is the result of or arises from (i) the Service not being used in accordance with the applicable documentation or the terms of this Agreement, (ii) the Service being modified or altered by a third party without apica.io’s knowledge and written permission, (iii) any hardware, software, data, materials or other products or services not developed or provided by apica.io, including, but not limited to third party infrastructure-as-a-service cloud providers such as Amazon Web Services or Google Cloud Storage or Your cloud object storage AWS S3 environment.
9.3. apica.io does not warrant that the Services shall be uninterrupted and error free.
9.4. EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS SECTION X, THE SERVICE, SOFTWARE, ANY DOCUMENTATION, AND ANY UPDATES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. apica.io AND ITS LICENSORS AND SUPPLIERS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. THE FOREGOING LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, REGARDLESS OF WHETHER apica.io OR ITS SUPPLIERS OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
10. Indemnity
10.1. Indemnification by apica.io. apica.io will defend (at apica.io’s expense) You from any third party claims, demands, suits or proceedings (a “Claim”) brought against You alleging that Your use of the Service in accordance with its documentation and this Agreement infringes any copyright or trade secret right of a third party and shall pay all damages (including reasonable attorneys’ fees) that are finally awarded by a court of competent jurisdiction or agreed to by apica.io in settlement of such Claims. If You are enjoined from using the Service or apica.io reasonably believes You will be enjoined, apica.io shall have the right, at its sole option, to obtain for You the right to continue use of the Service or to replace or modify the Service so that it is no longer infringing. If neither of the foregoing options is reasonably available to apica.io, then apica.io may terminate Your use of the Service and the Agreement and refund to You any prepaid fees for the unexpired Subscription Term. Notwithstanding the foregoing, apica.io shall not be required to indemnify You with respect to any Claim based upon or arising out of: (a) any use of the Service not in accordance with the Agreement or the applicable documentation; (b) the combination, operation or use of the Service with other product, service, equipment, business method, software or content or data not developed by apica.io; (c) any modifications made by any person other than apica.io or its authorized agents or subcontractors; or (d) apica.io’s compliance with any designs, specifications, or instructions provided by You or a third party on Your behalf; This Section constitutes Your sole and exclusive remedy and apica.io’s only liability in respect of claims of intellectual property infringement.
10.2. Indemnification by You. You will defend (at Your expense) apica.io from any Claims brought against apica.io arising out of or related to (i) Your use of the Service in violation of this Agreement, the documentation or any applicable law or (ii) Your content or (iii) apica.io’s compliance with any designs, specifications, or instructions provided by You or a third party on your behalf. You shall pay all damages (including reasonable attorneys’ fees) that are finally awarded by a court of competent jurisdiction or agreed to by You in settlement of such claims.
10.3. Indemnification Process. The foregoing obligations are conditioned on the indemnified party: (a) notifying the indemnifying party promptly in writing of such action, provided, that any failure to promptly notify the indemnifying party shall not relive the indemnifying party of its obligations except to the extent it was unduly prejudiced; (b) giving the indemnifying party sole control of the defense thereof and any related settlement negotiations, provided that any settlement shall fully release the indemnified party from liability and shall not impose any obligations on the indemnified party without the indemnified party’s consent; and (c) cooperating and, at the indemnifying party’s written request and expense, assisting in such defense. The indemnifying party will not reimburse the indemnified party for any expenses incurred by the indemnified party without the prior written approval of the indemnifying party. The indemnified party will have the right to participate in the defense and settlement of a claim at the indemnified party’s expense.
10.2. Indemnification by You. You will defend (at Your expense) apica.io from any Claims brought against apica.io arising out of or related to (i) Your use of the Service in violation of this Agreement, the documentation or any applicable law or (ii) Your content or (iii) apica.io’s compliance with any designs, specifications, or instructions provided by You or a third party on your behalf. You shall pay all damages (including reasonable attorneys’ fees) that are finally awarded by a court of competent jurisdiction or agreed to by You in settlement of such claims.
10.3. Indemnification Process. The foregoing obligations are conditioned on the indemnified party: (a) notifying the indemnifying party promptly in writing of such action, provided, that any failure to promptly notify the indemnifying party shall not relive the indemnifying party of its obligations except to the extent it was unduly prejudiced; (b) giving the indemnifying party sole control of the defense thereof and any related settlement negotiations, provided that any settlement shall fully release the indemnified party from liability and shall not impose any obligations on the indemnified party without the indemnified party’s consent; and (c) cooperating and, at the indemnifying party’s written request and expense, assisting in such defense. The indemnifying party will not reimburse the indemnified party for any expenses incurred by the indemnified party without the prior written approval of the indemnifying party. The indemnified party will have the right to participate in the defense and settlement of a claim at the indemnified party’s expense.
11. Limitation of Liability and Indemnity
11.1. EXCLUSION OF CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL apica.io OR ITS SUPPLIERS HAVE LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION AND DATA), HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, EVEN IF apica.io AND ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
11.2. LIMIT ON CUMULATIVE LIABILTY. IN NO EVENT WILL THE TOTAL CUMULATIVE LIABILITY OF apica.io FOR ALL CLAIMS ARISING UNDER AND DURING THE ENTIRE TERM OF THIS AGREEMENT AND FOR ANY ACTION ARISING FROM OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU TO apica.io FOR THE SERVICE DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE. THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT INCREASE THIS LIMIT. THE PARTIES ACKNOWLEDGE THAT THIS SECTION X REFLECTS THE AGREED UPON ALLOCATION OF RISK BETWEEN THE PARTIES. THIS LIMITATION OF LIABILITY WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
11.2. LIMIT ON CUMULATIVE LIABILTY. IN NO EVENT WILL THE TOTAL CUMULATIVE LIABILITY OF apica.io FOR ALL CLAIMS ARISING UNDER AND DURING THE ENTIRE TERM OF THIS AGREEMENT AND FOR ANY ACTION ARISING FROM OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU TO apica.io FOR THE SERVICE DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE DATE ON WHICH THE CLAIM AROSE. THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT INCREASE THIS LIMIT. THE PARTIES ACKNOWLEDGE THAT THIS SECTION X REFLECTS THE AGREED UPON ALLOCATION OF RISK BETWEEN THE PARTIES. THIS LIMITATION OF LIABILITY WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
12. Other Provisions
12.1. Governing Law. This Agreement, and all disputes arising out of or related thereto, shall be governed by and construed under the laws of the Commonwealth of Massachusetts without reference to conflict of laws principles. The state and federal courts located in the Commonwealth of Massachusetts, shall have sole and exclusive jurisdiction over any disputes arising hereunder, and each party hereby irrevocably consents to the sole and exclusive personal jurisdiction of such courts. Each party waives any objection (on the grounds of lack of jurisdiction, forum non convenience or otherwise) to the exercise of such jurisdiction over it by any such courts and irrevocably waives any right to a trial by jury.
12.2. Assignment. You shall not assign this Agreement or any rights or obligations hereunder, directly or indirectly, by operation of law, merger, acquisition of stock or assets, or otherwise, without the prior written consent of apica.io. Such consent will not be unreasonably withheld. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.
12.2. Assignment. You shall not assign this Agreement or any rights or obligations hereunder, directly or indirectly, by operation of law, merger, acquisition of stock or assets, or otherwise, without the prior written consent of apica.io. Such consent will not be unreasonably withheld. Subject to the foregoing, this Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns.
12.3. Export Controls. You acknowledge that this website, the Service, and the underlying software may include U.S. technical data subject to restrictions under export control laws and regulations administered by the United States government. Diversion contrary to U.S. law is prohibited. Without limiting the foregoing, You agree that (1) You are not, and are not acting on behalf of, any person who is a citizen, national, or resident of, or who is controlled by the government of Cuba, Iran, North Korea, Sudan, or Syria, or any other country to which the United States has prohibited export transactions; (2) You are not, and are not acting on behalf of, any person or entity listed on the U.S. Treasury Department list of Specially Designated Nationals and Blocked Persons, or the U.S. Commerce Department Denied Persons List or Entity List; and (3) You will not use the Software for, and will not permit the Software to be used for, any purposes prohibited by law.
12.4. Force Majeure. apica.io will not be liable for inadequate performance to the extent caused by a circumstance beyond its reasonable control, including, without limitation, failure of the internet, labor strikes or shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, material shortages and other acts not caused by apica.io.
12.5. Modification. This is the entire agreement between the parties relating to the subject matter hereof and all other terms, including the terms of any purchase order submitted by You, are rejected. Using the apica.io Service after a notice of changes has been sent to You or published on the apica.io Service shall constitute consent to the changed terms. The waiver of a breach of any term hereof shall in no way be construed as a waiver of any term or other breach hereof. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law the remaining provisions of this Agreement shall remain in full force and effect.
12.6. Promotion. You agree that apica.io may use Your name in promotional material including its website.
12.7. Functionality. You agree that You are not entering into the Agreement or subscribing to the apica.io Service contingent on the provision of any future functionality relating in any way to the apica.io Service and no statement or other information made or provided orally or otherwise shall be binding unless specifically set forth in the Agreement.
12.8. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
12.9. Notices. Any notice given to a party under or in connection with this Agreement shall be delivered by hand, by electronic mail, or a next working day delivery service if to apica.io, to apica.io at 2216 Emerald Hill Circle, San Jose 95131 Attn: Legal Department or if to You, to Your principal place of business as designated in Your account information. Notices shall be deemed given (i) upon personal delivery to the party to be notified; (ii) when received by electronic or confirmed facsimile transmission if received during normal business hours of the recipient on a business day, or if not, then on the next business day with a copy sent via any other method of notice; or (iv) one (1) business day after deposit with an internationally recognized overnight courier, with written verification of receipt. In addition, apica.io may provide You with notices (i) through the Service, which notices will take effect upon Your next login and/or (ii) by email to Your email address provided by You in Your account information, which notices will take effect two days after being sent.
12.10. Survival. Any provisions of this Agreement containing restrictions, ownership provisions, warranties and warranty disclaimers, confidentiality obligations, limitations of liability and/or indemnity terms, and any provision of this Agreement which, by its nature, is intended to survive shall remain in effect following any termination or expiration of the Agreement.
12.4. Force Majeure. apica.io will not be liable for inadequate performance to the extent caused by a circumstance beyond its reasonable control, including, without limitation, failure of the internet, labor strikes or shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, terrorism, governmental action, labor conditions, earthquakes, material shortages and other acts not caused by apica.io.
12.5. Modification. This is the entire agreement between the parties relating to the subject matter hereof and all other terms, including the terms of any purchase order submitted by You, are rejected. Using the apica.io Service after a notice of changes has been sent to You or published on the apica.io Service shall constitute consent to the changed terms. The waiver of a breach of any term hereof shall in no way be construed as a waiver of any term or other breach hereof. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law the remaining provisions of this Agreement shall remain in full force and effect.
12.6. Promotion. You agree that apica.io may use Your name in promotional material including its website.
12.7. Functionality. You agree that You are not entering into the Agreement or subscribing to the apica.io Service contingent on the provision of any future functionality relating in any way to the apica.io Service and no statement or other information made or provided orally or otherwise shall be binding unless specifically set forth in the Agreement.
12.8. No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
12.9. Notices. Any notice given to a party under or in connection with this Agreement shall be delivered by hand, by electronic mail, or a next working day delivery service if to apica.io, to apica.io at 2216 Emerald Hill Circle, San Jose 95131 Attn: Legal Department or if to You, to Your principal place of business as designated in Your account information. Notices shall be deemed given (i) upon personal delivery to the party to be notified; (ii) when received by electronic or confirmed facsimile transmission if received during normal business hours of the recipient on a business day, or if not, then on the next business day with a copy sent via any other method of notice; or (iv) one (1) business day after deposit with an internationally recognized overnight courier, with written verification of receipt. In addition, apica.io may provide You with notices (i) through the Service, which notices will take effect upon Your next login and/or (ii) by email to Your email address provided by You in Your account information, which notices will take effect two days after being sent.
12.10. Survival. Any provisions of this Agreement containing restrictions, ownership provisions, warranties and warranty disclaimers, confidentiality obligations, limitations of liability and/or indemnity terms, and any provision of this Agreement which, by its nature, is intended to survive shall remain in effect following any termination or expiration of the Agreement.
