Spacescan Terms and Agreement
Spacescan API Terms and Agreement: By accessing or using our API calling services, you agree to be bound by these payment terms and all terms incorporated by reference which shall be construed as part of spacescan terms of service.
These payment terms and any terms expressly incorporated herein ("Terms") apply to your(customer) access to and use of all our websites, API calling services, associated software and any information or content appearing therein (our "API Services") provided by spacescan.io and its affiliates ("SpaceScan", "Company," "we," "our" or "us") is conditioned upon your compliance with and acceptance of these Terms, which include your agreement to arbitrate claims.
1. License: Subject to the terms and conditions of this Agreement, SpaceScan grants Customer a nonexclusive, non-transferable license to: (a) use the SpaceScan API to access the Data in connection with Permitted Uses; (b) display Data in connection with the Permitted Uses; and (c) use and display the SpaceScan logo and branding that SpaceScan makes available for use with the SpaceScan API ("SpaceScan Logo") in connection with the Permitted Uses in order to identify that the SpaceScan API is owned by SpaceScan.
2. API Terms and Conditions: Customer's license to access and use the SpaceScan API in connection with the Permitted Uses is conditioned on Customer's compliance with the following additional terms and conditions.
2.1. Initial Use: Customer's license of the SpaceScan API must be consistent with the Permitted Uses as described in Attachment A, and any material or significant change in the use of SpaceScan API thereafter is contingent upon SpaceScan's approval.
2.2. API Key: In order to access the API, SpaceScan will provide Customer with a single API key, which Customer warrants that it will keep confidential and not share with any external parties. Customer assumes responsibility for all requests made from the API key granted to Customer by SpaceScan.
2.3. Access and Removal: Customer will only access the SpaceScan API and Data that SpaceScan makes available to Customer.
2.4. Attribution: If Customer chooses to include the SpaceScan Logo in connection with its use of the SpaceScan API, Customer will do so in a manner mutually acceptable to the parties.
2.5. Restrictions and Limitations: Customer will not (nor will permit anyone else to) : (a) sell or otherwise charge users specifically or solely for the access or use of the SpaceScan API; (b) copy, store, archive or extract Data in a manner not explicitly permitted herein; (c) interfere, by-pass, or disable any features or functionality that is embedded or included with SpaceScan, including the reporting of any data, usage statistics or other information regarding users' (or Customer's) access and use of the SpaceScan API; (d) permit third parties to use the API key, (e) use the SpaceScan API in any way that, in SpaceScan's discretionary opinion, disrupts or threatens SpaceScan services; (f) use the SpaceScan API in a manner that decompiles, disassembles or reverse engineers any portion of SpaceScan services, the SpaceScan API or the Data.
2.6. Compliance: Customer may not modify or distribute the SpaceScan API for any purpose other than as permitted herein and Customer will not use the SpaceScan API in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement. Customer acknowledges and agrees that SpaceScan may monitor Customer's access and use of the SpaceScan API and Customer will not interfere with such monitoring or in any way attempt to conceal its activities hereunder.
2.7. No Interference: Customer may not use the SpaceScan API to develop (or instruct any third party to develop) a service that may reasonably be deemed to be directly conflicting or competitive with SpaceScan's services, unless specifically permitted to do so by SpaceScan prior to the undertaking of the development and launch of such service.
3. Support: SpaceScan will use commercially reasonable efforts to assist Customer with technical questions and issues relating to the SpaceScan API primarily via SpaceScan's twitter, discord and mail services, as Customer may reasonably request from time to time. Customer acknowledges that SpaceScan may update or revise the SpaceScan API from time to time and that such updates and revisions may adversely affect the manner in which the Customer accesses or communicates with the SpaceScan API. SpaceScan will attempt to provide advance notice of any revisions to the SpaceScan API that are not backward compatible or change its functionality, unless circumstances require SpaceScan to make an immediate change, in which case SpaceScan will attempt to provide Customer with as much advance notice as possible. Customer is responsible for making any changes to its services that are required as a result of SpaceScan's updates and revisions to the SpaceScan API, at its sole cost and expense.
4. Fees: Customer will pay SpaceScan fee for access to use of the SpaceScan API, according to the Price chart that was chosen at signup. Customer will pay the Fees on monthly basis. Customer is responsible for any applicable sales, use or other taxes or charges related to the payment of the Fee and for the use and receipt of the SpaceScan API. Spacescan may change fees at any time, including changing from a free service to a paid service and charging for API Services that were previously offered free of charge; provided, however, that spacescan will provide customer with prior notice and an opportunity to terminate Account.
5. Term and Termination: The term will automatically renew on a month to month basis. After the initial term, Customer may terminate this Agreement at any time provided that Customer pays the Fees up to the effective date of termination. A party may terminate this Agreement if the other party breaches any material term of this Agreement and has not cured such breach within 30 days from notice unless a different period is proscribed herein. Spacescan will not be liable for any costs, expenses, or damages as a result of exercising its right to terminate this Agreement. Upon termination, all rights and licenses granted to Customer will terminate as of the effective date and Customer will: (a) cease accessing and using the SpaceScan API and its services; (b) return or destroy any Confidential Information of SpaceScan. Customer may cancel subscription at any time. Payments already made are non-refundable and we do not provide refunds or credits for any API Services already paid for.
6. Ownership: Customer acknowledges that SpaceScan owns all worldwide right, title and interest in and to the SpaceScan API, SpaceScan services and the SpaceScan Logo, including all intellectual property rights therein. All use of the SpaceScan Logo, and all goodwill arising out of such use, inures to SpaceScan's benefit. Any and all rights not specifically granted herein to you are reserved by SpaceScan. Customer may provide comments, suggestions, or feedback regarding SpaceScan services and/or the SpaceScan API(‘Feedback'), which is given voluntarily, and Customer agrees that SpaceScan will be free to use Feedback as it sees fit, entirely without obligation or restriction of any kind.
7. Confidential Information: Each party may be given access to certain non-public information, software and/or specifications relating to this agreement, the SpaceScan API, the SpaceScan services provided by the Customer ("Confidential Information"), which is confidential and proprietary to the disclosing party. The receiving party may use this Confidential Information only as necessary in providing services or exercising rights granted in this Agreement. Receiving party may not disclose Confidential Information to any third party without the disclosing party's prior consent. The receiving party agrees that it will protect Confidential Information from unauthorized use, access, or disclosure in the same manner that it would use to protect its own confidential and proprietary information of a similar nature and in any event with no less than a reasonable degree of care. In addition, the terms of this Agreement are confidential and neither party will disclose the material terms of this Agreement to any third party (other than to advisors, legal counsel and other such partners as is necessary in order to carry out the terms purposes of this Agreement) without the prior written consent of the other. SpaceScan API will not contain any Confidential Information about the Customer or Customer services.
8. Disclaimer: The SpaceScan API, SpaceScan services, and the SpaceScan Logo are provided "AS IS" on an "AS AVAILABLE" basis without warranty or condition of any kind excepted as enumerated in this agreement or any attachment to this agreement. SPACESCAN MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AND DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. SpaceScan is not responsible or liable (and makes no representation or warranty) for the accuracy, content, completeness, legality, reliability, or availability of SpaceScan services or any SpaceScan API.
9. Representations: Each party represents and warrants that it has the necessary power and authority to enter into this Agreement, to perform the obligations hereunder and that it will comply with the terms and conditions of this Agreement. Each party will indemnify, defend (or settle) and hold the other 4 harmless from any and all claims, damages, losses, liabilities, actions, judgments, costs and expenses (including reasonable attorneys' fees) brought by a third party arising out of or in connection with that party's breach or alleged breach of any of the terms, restrictions, obligations or representations under this Agreement, or in connection with Customer services.
10. Limitation of Liability: IN NO EVENT WILL SPACESCAN BE LIABLE TO CUSTOMER FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT SPACESCAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. The foregoing limitations will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose. In any case, SpaceScan's entire liability under this Agreement will not exceed the Fees paid by Customer to SpaceScan for the associated services provided in the past 1 month. Neither party will be responsible for any reasonable delay in performance due to causes beyond its reasonable control.
11. General: This Agreement (or any of the rights or obligations granted hereunder) may not be assigned by either party except with the express written consent of the other, and any attempted assignment in violation of this paragraph is void. This Agreement does not create or imply any partnership, agency or joint venture relationship. If any part of this Agreement is determined to be invalid or unenforceable by an appropriate court, that provision will be enforced to the maximum extent permissible and the remaining provisions of this Agreement will remain in full force and effect. This Agreement constitutes the entire agreement among the parties with respect to the subject matter and supersedes and merges all prior proposals, understandings and contemporaneous communications. This Agreement may not be modified except by written agreement of both parties. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.
ATTACHMENT A The SpaceScan API offered by SpaceScan permits approved licensees to retrieve data ("SpaceScan API"), and consists of one or more application program interfaces ("API") for retrieving this Data, grouped generally into requests – or "calls"- to retrieve Data. The available calls and Data provided via the SpaceScan API are identified at http://spacescan.io/api. Access to the SpaceScan API, plus any Data and support, may sometimes be referred to as the "Services" in this Agreement. Permitted Uses Customer may use the SpaceScan API in connection with Customer applications and services used or available through domains and websites owned and operated by Customer. Direct reselling or redistribution of the SpaceScan API is not part of the Service and is not permitted under this agreement. Customer agrees to follow rate limits and best practices regarding caching with respect to Data.