A. This agreement (”Agreement”) forms a binding contract between you and Audjust and explains your rights and obligations when using Audjust’s publicly-available application programming interfaces (the ”Audjust APIs”).
B. ”We”, ”our” and ”us” refers to Bunch Software, LLC (the legal entity behind Audjust) and ”you” and ”your” refers to the individual, or company or other legal entity, on behalf of which the Audjust APIs are used.
C. If you are using the Audjust APIs on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this Agreement. If you do not have such authority, or do not agree with this Agreement, you must not use the Audjust APIs.
D. We may revise this Agreement from time to time at our sole discretion. All changes are effective immediately when posted. Your continued use of the Audjust APIs following the posting of the revised Agreement signifies your acceptance of the revised Agreement.
E. In the event of an inconsistency between this Agreement and those of an agreement governing (i) your use of the Audjust Software; or (ii) your partnership with Audjust, the provisions of such other agreement(s) will prevail to the extent of such inconsistency.
1.1. Provided that you comply with this Agreement, all documentation relating to the Audjust APIs, and all applicable laws, we grant you a non-exclusive, non-transferable, non-sublicensable, revocable, limited right to access and use the Audjust APIs to:
1.1.1. Develop, test and support any application or integration developed by you which interacts with the Audjust APIs (each, an ”Integration”) and;
1.1.2. Distribute, or allow third parties to access, your Integration.
1.2. You acknowledge that there are no implied licenses granted under this Agreement, and we reserve all rights not expressly granted.
1.3. When using, or attempting to use, the Audjust APIs, you agree:
1.3.1. To adhere to the applicable access requirements set out in the Audjust API Documentation;
1.3.2. Not to share any API keys or authentication tokens for the Audjust APIs with any third party, and to keep these secure at all times;
1.3.3. Not to misrepresent or mask either your identity or your systems’ identity;
1.3.4. Not to remove any proprietary notices from the Audjust APIs;
1.3.5. That to protect the security, integrity, and operability of the Audjust APIs, Audjust may place limits on your use of the Audjust APIs (like limits on call volumes or requests that can be sent and received by the Audjust APIs during a defined period of time). You accept that:
1.3.5.1. Audjust, in its sole discretion, will determine what constitutes abuse or excessive usage of the Audjust APIs;
1.3.5.2. You will not use, or attempt to use, the Audjust APIs in a manner that exceeds such limitations, including rate limits, or in a manner that constitutes excessive or abusive usage; and
1.3.5.3. Audjust may monitor the volume of requests sent to the Audjust APIs for compliance with this Agreement;
1.3.6. Not to use the Audjust APIs in any manner that poses a security risk to other users of the Audjust APIs or Audjust Software, or tests the vulnerability of our systems or networks or those of any third party;
1.3.7. Not to use the Audjust APIs for competitive analysis, or to disseminate performance information (including uptime, response time, and benchmarks), relating to the Audjust APIs or the Audjust Software;
1.3.8. Not to use the Audjust APIs in any manner or for any purpose that infringes, misappropriates, or otherwise violates the rights of any third party;
1.3.9. Not to use the Audjust APIs for the bulk collection or scraping of information.
1.3.10. Not to sell, lease, or sublicense the Audjust APIs to any third party.
1.4. We reserve the right to terminate your access to the Audjust APIs at any time and at our discretion, if you are, or are suspected of being, in violation of this Agreement.
2.1. We own all rights, title, and interest in the Audjust APIs and the Audjust Software. By using the Audjust APIs, you do not acquire ownership of any rights in them.
2.2. Subject to section 2.1, you own all rights, title, and interest in any Integrations.
2.3. Audjust will retain all intellectual property rights relating to any suggestions, ideas, enhancement requests, feedback, or other recommendations you provide relating to the Audjust APIs and Audjust Software (”Feedback Materials”), which are hereby assigned to Audjust. Feedback Materials will not include any intellectual property owned by you.
2.4. During the term of this Agreement, you grant us a non-exclusive, royalty-free, fully-paid up license to use and reproduce your trademarks, tradenames and logos in our marketing materials and website(s) and to indicate that you are our customer. We will abide by any written trademark usage guidelines provided by you. All goodwill arising out of the use of your trademarks, tradenames and logos shall inure to your benefit.
Any personal data processed related to your use of the Audjust APIs will be processed in accordance with Audjust’s Privacy Policy.
Audjust calculates and bills its fees and charges on a monthly basis. Commencing 30 days from the date you receive access to the Audjust APIs (”Effective Date”) and continuing on the same day of the month as the Effective Date for each calendar month thereafter until the termination of this Agreement, you shall pay Audjust any fees charged under this Agreement, as more fully described in our API Pricing, as may be amended by Audjust, in its sole discretion, from time to time. Changes to the fees are effective 30 days after being posted at the above link. Usage fees, if any, will be invoiced on a monthly basis for activity from the previous calendar month. In addition to the API fees, you will be responsible for all other fees associated with use of any Audjust API. All fees made by you under this Agreement will exclude, and you will pay, any taxes associated with such fees, your Application, or this Agreement.
The Audjust APIs are subject to US global trade control laws and regulations, including the U.S. Export Administration Regulations and various sanctions programs administered by the U.S. Office of Foreign Assets Control. You will not, directly or indirectly, export, re-export, release, or make the APIs available for use, in contravention with these laws and regulations.
6.1. EXCEPT AS EXPRESSLY STATED HEREIN, ANYTHING PROVIDED IN CONNECTION WITH THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, THE AUDJUST APIS, IS PROVIDED “AS-IS”, WITHOUT ANY WARRANTIES OF ANY KIND. EACH PARTY DISCLAIMS ANY IMPLIED WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
6.2. You will indemnify, defend (at Audjust’s request) and hold harmless Audjust and its affiliates and their respective directors, officers, employees, agents, contractors, end users, and licensees from and against any claims, losses, costs, expenses (including reasonable attorneys’ fees), damages or liabilities based on or arising from (a) your Integration and any derivatives / combination of your Integration with the Audjust APIs (b) your relationships or interactions with any end users, or third-party distributors, of your Integration, or (c) your infringement of Audjust’s or any third party’s intellectual property rights. Audjust may at its own expense participate in the defense and settlement of any claim with its own counsel, and you may not settle a claim without Audjust’s prior written consent (not to be unreasonably withheld).
7.1. WITH THE EXCEPTION OF YOUR (A) INDEMNIFICATION OBLIGATIONS UNDER SECTION 6.2; AND (B) OBLIGATIONS UNDER SECTION 5 (EXPORT), TO THE MAXIMUM EXTENT PERMITTED BY LAW:
7.1.1. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR LOST PROFITS OR REVENUE OR LOSS OF USE OR DATA, COSTS OF COVER OR SUBSTITUTE GOODS OR SERVICES, OR FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES, OR INDIRECT DAMAGES OF ANY TYPE OR KIND, HOWEVER CAUSED, RELATED TO OR ARISING OUT OF THIS AGREEMENT OR THE RIGHTS, LICENSES, PRODUCTS OR SERVICES PROVIDED UNDER THIS AGREEMENT WHETHER BY BREACH OF WARRANTY, BREACH OF CONTRACT, NEGLIGENCE, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND
7.1.2. THE TOTAL, CUMULATIVE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE RIGHTS, LICENSES, PRODUCTS OR SERVICES PROVIDED UNDER THIS AGREEMENT, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, SHALL BE LIMITED TO FIVE HUNDRED U.S. DOLLARS ($500.00).
8.1. This Agreement shall remain in effect until terminated.
8.2. You may terminate this Agreement at any time by ceasing all use of the Audjust APIs and any relevant credentials.
8.3. Audjust reserves the right to terminate this Agreement or your use of the Audjust APIs with immediate effect for any reason and at any time without liability or other obligation to you.
8.4. Upon termination:
8.4.1. All licenses granted herein immediately expire and you must cease use of the Audjust APIs;
8.4.2. The terms of this Agreement that by their nature are intended to continue indefinitely will continue to apply.
This Agreement shall be construed and enforced in accordance with the laws of Delaware, U.S.A., and you and Audjust submit to the jurisdiction of the State and Federal courts in Delaware, without giving effect to any conflicts of laws principles.
This document was adapted from GitLab’s API Terms of Use and this page is licensed under CC BY-SA 4.0.
