Application Programming Interface Terms of Use
(Last Updated: April 2021)
I. Contractual Relationship; Scope
These Application Programming Interface Terms of Use (“Terms of Use”) govern your access and use of the APIs provided by Fast Data Solutions Corp. dba. Metadapi. its subsidiaries and affiliates (collectively, “Metadapi”). The guides, materials, references, software and other applications or services provided by Metadapi in association with the access and use of the Metadapi APIs, together with the Metadapi APIs themselves, are collectively referred to as a suite of “Metadapi API Products”.
By accessing or using the Metadapi API Products you confirm your agreement to be bound by these Terms of Use.
Collectively, we refer to these Terms of Use and any additional applicable terms (including terms in any Supplemental Agreements) and any other applicable policies and guidelines as the “Terms.”
PLEASE READ THESE TERMS OF USE CAREFULLY, AS THEY CONSTITUTE A LEGAL AGREEMENT BETWEEN YOU AND METADAPI.
II. Access to APIs
A. General.
You may not use the Metadapi API Products if you are not of legal age to form a binding contract with Metadapi, you determine that you are unable to comply with these Terms of Use or you are prohibited by applicable law from accessing or using the Metadapi API Products.
B. Entity Access.
If you are accessing Metadapi API Products on behalf of a company, entity, or organization (collectively “entity”), then you represent and warrant that you: (a) are an authorized representative of that entity with the authority to bind such entity to the Terms; (b) have read and understand the Terms; and (c) agree to these Terms of Use on behalf of such entity. All references to “you” in these Terms of Use shall also refer to that entity.
C. Registration & Credentials.
To access the Metadapi API Products, you may be required to register. After an approved registration, you will be issued certain credentials, which may be required to access the Metadapi APIs. You may not make credentials available to others including by embedding them in open source projects and only you may access the Metadapi API Products with the credentials provided to you. You will not misrepresent or mask your identity or your credentials when accessing or using the Metadapi API Products.
D. Access Revocation.
We reserve the right to revoke your access to the Metadapi API Products without prior notice if we determine your use violates the Terms or is otherwise objectionable as determined in Metadapi’s sole discretion.
III. Use of APIs
A. Your End Users.
If you offer your application for use by others outside of your entity, you must maintain a user agreement and a legally compliant privacy policy for your application that is prominently identified or located where users download or access your application. You must immediately notify us in writing of any breach of your user agreement or privacy policy that impacts, or may impact, customers or users of Metadapi’s products or services.
B. Compliance.
Access, implementation and use of the Metadapi API Products must be in compliance with all applicable law, regulation, third party rights (including, without limitation, laws regarding the import or export of data or software, privacy, and local laws) as well as Metadapi’s instructions. You will only use the Metadapi API Products in connection with legally permissible activities as described in the Terms.
Promptly upon request, you will be required to certify certain aspects of your compliance with these Terms, including without limitation, your compliance with the above paragraph, and your security and data use practices, including the details of any privacy or security incidents potentially involving data of Metadapi users. We will provide the form of certification which must be signed by an authorized officer of your entity.
C. API Limitations.
Metadapi sets and enforces limitations on the use of Metadapi APIs. You will not circumvent, or attempt to circumvent, such limitations as they apply to each Metadapi API or as otherwise set forth in the Terms, except as approved in writing by Metadapi. Metadapi may limit the number or nature of network calls that you or your application may make.
D. Open Source.
To facilitate your Metadapi API integration, Metadapi may make certain Software Development Kit(s) (“SDK(s)”) and/or libraries available to you under a separate open source license. You agree that any Metadapi API integration facilitated with such open source SDK(s) and/or libraries remains subject to the Terms.
E. API Monitoring; Audit; Review.
We have the right to inspect, monitor and audit any records or activity related to your use of the Metadapi API Products, to among other things, improve the Metadapi API Products and identify security issues, or ensure compliance with the Terms.
Metadapi may collect and use usage data and information related to your use of the Metadapi API Products.
You agree to reimburse us for the costs and expenses of any audit that reveals a material breach of these Terms of Use related to your use of the Metadapi API Products. You agree to promptly address and correct all deficiencies identified in any such audit.
Metadapi’s review, testing, or approval of your products or services does not constitute any representation or acknowledgement by Metadapi that Your Products and/or any content therein comply with the Terms, any laws, rules, or regulations, nor does it constitute any acceptance by Metadapi of any responsibility or liability in connection such products or services, or any content therein.
F. Revocation.
If you do not comply with the Terms, or fail to timely evidence such compliance or if we believe that you have attempted to exceed or circumvent any of the prohibited uses or the additional requirements or limitations described in the Terms, your ability to use the Metadapi API Products may be temporarily or permanently blocked or revoked.
G. Certain Prohibited Uses.
Unless permitted by applicable law or any Supplemental Agreement(s) between you and Metadapi, you will not, and will not direct, encourage, or assist any other party to: (a) license, sublicense, sell, resell, transfer, assign, distribute or otherwise provide or make available to any other party the Metadapi API Products; (b) modify or make derivative works based upon the Metadapi API Products; (c) improperly use the Metadapi API Products, including (1) creating Internet “links” to any part of the Metadapi API Products, “framing” or “mirroring” any part of the Metadapi API Products on any other websites or systems, or “scraping” or otherwise improperly obtaining data from the Metadapi APIs, (2) transmitting any viruses or other code that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system or data; (d) reverse engineer, decompile, modify, or disassemble the Metadapi API Products; (e) send spam or otherwise duplicative or unsolicited messages with the Metadapi APIs; or (f) use the Metadapi APIs to (1) display any offensive content or any content for which you do not have the right to share with Metadapi or to display or (2) distribute unsolicited advertising or promotions, or (3) engage in fraudulent or unauthorized activity including phishing, pharming, spidering, harvesting or other similar activities.
In addition, you shall not, and shall not direct, encourage, or assist any other party to, access or use the Metadapi API Products to: (a) design or develop a competitive or substantially similar product or service; (b) copy or extract any features or functionality thereof; (c) launch or cause to be launched on or in connection with the Metadapi API Products a malicious automated program or script, including web spiders, crawlers, robots, indexers, bots, viruses or worms, or any program intended to overburden or hinder the operation and/or performance of the Metadapi API Products; (d) attempt to gain unauthorized access to the Metadapi API Products or its related systems or networks; (e) include any underlying Metadapi platform or product with competitors in any aggregated view i.e. webpage, app, software, etc.; (f) aggregate Metadapi’s data with competitors’ data; or (g) parse or scrape any of Metadapi’s data; in each case other than as explicitly permitted by Metadapi in writing. You will not share with a third party (or enable a third party to use) any operational, technical or other data obtained through the use of the Metadapi API Products in any manner that is competitive to Metadapi, including, without limitation, in connection with any application, website or other product or service that also includes, features, endorses, or otherwise supports in any way a third party that provides services competitive to Metadapi’s products and services.
IV. Ownership; License
A. Ownership.
Metadapi owns all right, title and interest, including without limitation, all intellectual property rights and other rights in and to its software applications (including but not limited to the Metadapi API Products), any intellectual property rights used in connection with the software applications, and other proprietary technology, including any data structures therein, accompanying documentation, and any updates or revisions to the foregoing. All rights not specifically conveyed are retained by Metadapi.
You agree that you will not use Metadapi’s trademarks, service marks, or trade dress or any similar names, marks, or trade dress (“Metadapi’s Marks”) without express, written permission from Metadapi. This prohibition on using Metadapi’s Marks includes, but is not limited to, use in domain names, on websites or social media accounts, or as the names or titles of software applications or software features or functions.
B. Licenses.
Subject to your compliance with the Terms, Metadapi hereby grants you a limited, revocable, non-exclusive, non-transferable, non-assignable, non-sublicensable license to access and use the Metadapi API Products for the sole purposes of developing, testing, using, and maintaining an integration of your application with the Metadapi API Products, and to refer to Metadapi for the sole purpose of identifying Metadapi as the source of the Metadapi API Products.
Subject to the rights granted to Metadapi and limitations herein, you reserve and retain sole and exclusive ownership of all right, title, and interest in, to, and under (a) your extensions and applications, and (b) all modifications, corrections, repairs, translations, enhancements, and other derivative works and improvements of your extensions and applications, including all intellectual property rights arising therefrom or relating thereto (collectively, (a) and (b) are “Your Products”), to the extent Your Products do not infringe any of Metadapi’s intellectual property rights. You are solely responsible for all costs incurred by you in the creation and maintenance of Your Products.
V. Content
You are solely responsible for selecting all content made available through and contained in Your Products and for ensuring that such content complies with the Terms and any other requirements applicable to such content. You are fully responsible for any information you provide to Metadapi via the Metadapi APIs.
VI. Feedback; Attribution
A. Feedback.
If you provide feedback or suggestions about Metadapi API Products, such information may be used for any purpose without obligation to you. Any feedback or suggestions provided by you will be governed by Metadapi’s Feedback Policy.
B. Attribution.
Except for and subject to the license granted in Section IV. B. of this agreement and except where otherwise expressly stated, neither party grants the other party any right, title, or interest in or to the other party’s trade names, trademarks, service marks, logos, domain names, and other distinctive brand features (“Brand Attributes”). You shall not make any statement regarding your use of the Metadapi API Products which disparages Metadapi or its business partners.
The documentation for the Metadapi API you use may include guidelines for providing attribution to Metadapi. You agree to provide any attribution in accordance with the guidelines and as further described in our Design Guidelines, which may be updated from time to time. You can use these resources but you must not make any changes or modifications to them.
VII. Privacy
A. Confidentiality.
You may be given access to information that is confidential to Metadapi (“Metadapi Confidential Information”), which may include your credentials as well as any materials, communications or other information that is marked confidential or that would reasonably be considered confidential under the circumstances. You agree to use Metadapi Confidential Information only for the purpose of using the Metadapi API Products in accordance with the Terms, and, unless compelled by a court of applicable jurisdiction (and you gave Metadapi written notice and a reasonable chance to defend its interests prior to such court compelled disclosure), you agree to not disclose any Metadapi Confidential Information to any third party without Metadapi’s prior written consent.
Metadapi Confidential Information does not include information that you independently developed, that was rightfully given to you by a third party without any confidentiality obligation, or that becomes public through no fault of your own or any party under your control.
B. Security.
You agree to implement and maintain appropriate technical, physical, and organizational measures to protect Metadapi Data and Metadapi Confidential Information against unauthorized or unlawful processing and against unauthorized loss, destruction, damage, alteration, or disclosure in the same manner that you would protect your own confidential and proprietary information but in no event using less than a reasonable degree of care.
Metadapi Confidential Information does not include information that you independently developed, that was rightfully given to you by a third party without any confidentiality obligation, or that becomes public through no fault of your own or any party under your control.
VIII. Term; Termination and Survival
A. Term; Termination.
These Terms of Use will apply for as long as you access and use the Metadapi API Products. You may terminate these Terms of Use at any time by giving us notice and ceasing to access and use the Metadapi API Products. Metadapi may terminate these Terms of Use at any time, including if it determines that you have violated or attempted to violate the Terms. These Terms of Use will terminate automatically in the event the Metadapi APIs you use are no longer made available to you, if your Supplemental Agreement with Metadapi is terminated or expires, or if any representations you make herein are deemed or found to be untrue.
Upon termination of these Terms of Use, you will immediately stop using the Metadapi APIs, cease all use of the Metadapi intellectual property and delete any cached or stored content and any Metadapi Data (including any Metadapi Confidential Information). Metadapi reserves the right to contact your end users to notify them of the termination of your right to use the Metadapi APIs and the Metadapi API Products.
B. Survival.
The provisions set forth in these Terms of Use that, by their nature, should survive termination or expiration of these Terms of Use, will survive any expiration or termination of these Terms of Use.
IX. Relationship of Parties
The relationship of the parties is that of independent contractors. These Terms of Use do not create a partnership, joint venture, franchisee or other similar relationship. Neither party will make a public statement that suggests partnership with or sponsorship or endorsement by the other party without such party’s prior written approval.
The parties’ obligations under these Terms of Use are non-exclusive. Unless otherwise agreed upon separately in writing, neither party is precluded from marketing, licensing, positioning, providing and distributing its own products and services through other alliances, programs or partners. Nothing in these Terms of Use prohibits or restricts either party’s right to develop, make, use, market, license, position, provide and distribute products or services similar to or competitive with those of the other party as long as it does not breach, or attempt to breach, these Terms of Use.
X. Representations; Indemnification; Disclaimer; Limitation of Liability
A. Representations.
You hereby represent and warrant that you have all authority necessary to bind yourself (including your entity) to these Terms of Use and that you are not prohibited from accessing or using the Metadapi API Products in the country in which you reside. If, at any time, you do not have authority, are legally prohibited, or do not agree to these Terms of Use, then these Terms of Use are automatically terminated, and you must discontinue all access and use of the Metadapi API Products immediately.
You further represent and warrant that (a) you have the right to distribute, or otherwise make available Your Products to your end users, (b) such products comply with all applicable local, state, federal and international laws and regulations as well as applicable terms of service and privacy notices and (c) Your Products do not and will not infringe the rights of any third party.
B. Indemnification.
You agree to indemnify and hold Metadapi and its officers, directors, employees, and agents harmless from and against any and all claims, demands, losses, liabilities, and expenses (including legal fees), arising out of or in connection with: (a) your use of the Metadapi API Products or information obtained through your use of the Metadapi API Products; (b) your breach or violation of the Terms or (c) your violation of the rights of any third party, including with respect to any third party content.
C. Disclaimer.
THE METADAPI API PRODUCTS ARE PROVIDED “AS IS” AND “AS AVAILABLE”. METADAPI DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, NOT EXPRESSLY SET OUT IN THESE TERMS OF USE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN ADDITION, METADAPI MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE REGARDING THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, OR AVAILABILITY OF THE METADAPI API PRODUCTS OR ANY INFORMATION REQUESTED OR OBTAINED THROUGH THE USE OF THE METADAPI API PRODUCTS, OR THAT SUCH SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. YOU AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE METADAPI API PRODUCTS, AND ANY INFORMATION REQUESTED OR OBTAINED IN CONNECTION THEREWITH, REMAINS SOLELY WITH YOU, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
D. Limitations.
WHERE PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL METADAPI OR ANY OF ITS SERVICE PROVIDERS, SUPPLIERS OR REPRESENTATIVES (INCLUDING OFFICERS OR DIRECTORS) BE LIABLE TO YOU OR ANY THIRD PARTY UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (A) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE OR PROFIT, OR LOSS OF DATA OR DIMINUTION IN VALUE, OR (B) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, ARISING FROM YOUR USE OF THE METADAPI API PRODUCTS, REGARDLESS OF WHETHER YOU OR SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS OF USE IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. METADAPI’S AGGREGATE LIABILITY UNDER THESE TERMS OF USE WILL NOT EXCEED ONE HUNDRED DOLLARS ($100).
XI. Support and Maintenance
Metadapi may provide documentation, functional and technical design documents, and other documents that may be relevant or useful in using Metadapi API Products. Metadapi has no obligation to provide any maintenance, or training for set-up or use of any Metadapi API Products.
XII. Modifications
Metadapi may amend these Terms of Use from time to time. Amendments will be effective upon Metadapi’s posting of such updated Terms of Use at this location or in the amended policies or documentation related to the Metadapi APIs. Your continued access or use of the Metadapi API Products after such posting confirms your consent to be bound by these Terms of Use, as amended.
XIII. Miscellaneous
These Terms of Use are governed by the laws of the State of Florida, without regard to conflicts of law principles, and all claims arising out of or relating to these Terms of Use will be brought exclusively in the federal or state courts of Lee County, FLorida, USA, and you consent to jurisdiction in those courts. These Terms of Use were drafted in English and the English-language version shall control in the event of a conflict with any translated version. You may not assign any of the rights or obligations under these Terms of Use, by operation of law or otherwise, without the prior written consent of Metadapi. Any attempted assignment in violation of this paragraph is void. Metadapi may exercise its rights herein in its sole discretion and without prior notice. The Terms constitute the entire agreement among the parties with respect to the subject matter and supersede and merge all prior proposals, understandings and contemporaneous communications. Any delay by Metadapi in enforcing any of its rights under these Terms of Use, including with regard to your non-compliance, shall not constitute a waiver of Metadapi’s rights to future enforcement of its rights under these Terms of Use. If any provision of these Terms of Use are determined to be invalid or unenforceable by a court of competent jurisdiction, that provision will be restated and enforced to the maximum extent permissible and the remaining provisions of these Terms of Use will remain in full force and effect.