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Welcome to APIANT. APIANT is our proprietary cloud integration platform (the "Platform") that enables individuals and businesses to do more and work less by connecting their applications and automating their work. APIANT, Inc. ("APIANT") offers customers, directly and through the website at https://apiant.ai and its associated domains (the "Site"), the products and services related to the Platform described on the Site (as such products and services may be updated, modified or otherwise changed from time to time, the "Subscription Services").
These APIANT Terms of Service (these "APIANT Terms"), together with any applicable Service-Specific Terms (collectively, the "Agreement"), explain your obligations to APIANT, on behalf of you or your organization (hereinafter, the "Customer") and APIANT's obligations to Customer with respect to APIANT's provision of, and Customer's use of, the Platform and the Services. The Agreement is a legally binding agreement between Customer and APIANT; please read it carefully and save a copy of it for your records.
By selecting the box confirming that Customer agrees to these APIANT Terms when creating an Account, including when signing up with a supported identity provider, Customer agrees effective as of such date (the "Effective Date"), to be bound by the Agreement. Customer also accepts the Agreement by signing an order form that refers to it, by paying for a Service whose checkout refers to it, or by using the Services. CUSTOMER'S ACCESS TO, AND USE OF, THE PLATFORM AND APIANT'S OBLIGATIONS WITH RESPECT THERETO ARE EXPRESSLY CONDITIONED ON CUSTOMER'S ACCEPTANCE OF THE AGREEMENT.
How APIANT handles personal information is described in the Privacy Notice. Customers that process personal data through the Platform may ask APIANT for a data processing agreement at legal@apiant.com, and APIANT will consider the request.
1. About the Platform
The Platform automates work between stand-alone third party applications and services, whether web-based or offline ("Third Party Applications"). It does so by running actions within those Third Party Applications ("Tasks") when something the Customer chooses happens, such as a change to User Data, a schedule, an incoming webhook, a form submission, or a request from the Customer's AI client (any combination of such Tasks, an "Automation"). A Task is counted each time an action step completes successfully, and once for each item when the step runs in a loop; control steps such as conditions, waits, scripts and data transformations are not counted.
In addition to pre-built Tasks for each Third Party Application, the Platform contains an API-integration assembly editor (the "Assembly Editor") which can be used to develop new Tasks. The Platform also includes an AI assistant (the "Assistant") that can build, test, edit and run Automations and Tasks on the Customer's instruction, as described in Section 13A.
The Platform is offered at https://app.apiant.ai, through the APIANT MCP server at https://mcp.apiant.ai, and through any other interface APIANT makes available.
1A. AI Clients and the APIANT MCP Server
Customer may connect an AI client that supports the Model Context Protocol ("MCP"), such as Claude Code (an "AI Client"), to the APIANT MCP server. With respect to Customer's use of an AI Client:
(i) an AI Client is connected only after Customer approves it by name while signed in to the Account, and it can then take any action on the Account that Customer could take through the Platform, including building, activating and running Automations and reading execution history. Customer is responsible for every action an AI Client takes on the Account;
(ii) data the Platform returns to an AI Client, including User Data, is transmitted to the AI Client and to the provider of the AI model it uses (each, an "AI Provider") and is subject to Customer's agreement with that AI Provider, over which APIANT has no control;
(iii) an AI Client's access ends when Customer signs it out of the APIANT MCP server, when its authorization expires, or when the Account is closed, and Customer may ask APIANT at support@apiant.com to revoke it at any time; and
(iv) all other terms of this Agreement, including the restrictions on use (Section 10), intellectual property ownership (Sections 11 and 12), disclaimers (Section 17), and limitations of liability (Section 19), apply in full to Customer's use of an AI Client with the Platform.
Dedicated or white-labeled deployments of the Platform or of an MCP server on infrastructure reserved for Customer are available only under Service-Specific Terms. If Customer makes the Platform, or an MCP server running on it, available to its own end users, Customer is solely responsible for its relationship with them, including the terms of service, privacy disclosures and data handling that apply to them, and for the legal compliance of the data processed for them.
2. Free Plan and Trials
APIANT may offer a Subscription Plan without charge (a "Free Plan") and may offer a paid Subscription Plan without charge for a limited time (a "Trial"; the Free Plan and any Trial together, the "Free Services," and together with the Subscription Services, the "Services"). The limits of the Free Plan are published on the Site. APIANT may change those limits, or stop offering the Free Plan, at any time, and may, but need not, give notice before doing so.
Any Trial lasts for the period stated when it is offered. When a Trial ends, the Account moves to the Free Plan or is deactivated, as stated when the Trial is offered, unless Customer has subscribed to a paid Subscription Plan.
3. Additional Terms Apply to Certain Services
APIANT's provision of certain Services is subject to supplemental terms and conditions which APIANT will present to Customer for review and acceptance, such as the APIANT.ai Beta Program Agreement, the Managed Service Terms, or an order form for Enterprise Services, and any such supplemental terms (each, "Service-Specific Terms") shall become part of the Agreement. If the terms hereof conflict with any Service-Specific Terms, the Service-Specific Terms will govern with respect to the matters contemplated thereby.
4. Customer Must Create an Account to Access the Platform
To access the Platform, Customer must create an APIANT account ("Account") and sign in to it. Creation of a valid Account requires providing a valid email address, which Customer has the right to access and use, or signing in with a supported identity provider, and that the individual creating such Account is (i) at least 18 years of age, (ii) not named on any U.S. government list of persons or entities prohibited from receiving exports, and (iii) not located in, or ordinarily resident in, any country or region subject to comprehensive United States sanctions.
Customer represents and warrants (i) all information Customer provides APIANT about Customer in creating an Account ("Account Information") is complete, true, current and accurate, (ii) if a change occurs such that Account Information is no longer complete, true, current or accurate, Customer shall promptly update the Account to reflect such change, and (iii) the individual creating an Account has, and Customer has, the requisite power and authority to enter into the Agreement.
5. Subscription Plans
APIANT offers one or more subscription plans for the Services ("Subscription Plans"), differentiated by price ("Fee") and by one or more limits or features, which may include the number of Tasks, connections and form submissions per month, the amount of Assistant Credits per month, how long execution history is kept, Third Party Application availability, and support or development services. The current Subscription Plans, their Fees and their limits are published on the Site. Access to features beyond the Free Plan requires a paid Subscription Plan. APIANT may change the Fees or limits of its Subscription Plans on at least thirty (30) days' notice, effective from Customer's next renewal.
6. Fee Payment and Fee Increases
All Fees are prepaid and non-refundable, except as stated in Section 6B, in any Service-Specific Terms, or where the law requires otherwise. Customer authorizes APIANT, through its payment processor, to charge the payment card or other electronic payment method associated with Customer's Account for all Fees as they are incurred. Paid Subscription Plans renew automatically for successive monthly or yearly periods, as chosen, at the then-current Fee until Customer cancels in the Account. APIANT may alternatively invoice Customer for Fees, and Customer agrees to pay such invoice within fifteen (15) days of receipt using money transfer, ACH, check, or other payment methods acceptable to APIANT.
All Fees must be paid in U.S. dollars and are exclusive of applicable taxes such as sales, excise, use, or similar taxes. Customer is responsible for paying all applicable taxes either directly or to APIANT as required by law.
If a charge to Customer's payment method fails, APIANT's payment processor will retry it for a period, during which the Account keeps its Subscription Plan. If payment is still not received, the Account moves to its base plan, normally the Free Plan, and Automations that exceed that plan's limits are switched off. The Subscription Plan is restored if payment is later received.
If payment of an invoice is late, the following policy applies:
Tier 1 (1 Week Past Due): A late fee equal to 5% of the outstanding invoice amount will be applied.
Tier 2 (2 Weeks Past Due): An additional late fee equal to 10% of the outstanding invoice amount will be applied (cumulative total of 15%), and access to the APIANT Platform will be temporarily suspended until the full outstanding balance, including all late fees, is paid in full.
Additionally, APIANT may increase the Fees associated with any Service-Specific Terms upon renewal by no more than five percent (5%) or the actual percentage change in the U.S. Consumer Price Index during the prior term, whichever is higher. APIANT will make reasonable efforts to provide advance notice of such Fee increases.
6A. Tasks, Limits and Assistant Credits
Each Subscription Plan includes monthly limits, which reset at the start of each calendar month. When the Account reaches its monthly Task limit, scheduled Automations are skipped, incoming webhook deliveries are held until the limit resets, and Automations cannot be run manually, until the limit resets or Customer moves to a higher Subscription Plan. Tasks beyond the limit are not run, and APIANT does not currently charge for them. APIANT will notify Customer by email as the Account approaches its Task and other usage limits.
Use of the Assistant consumes credits ("Assistant Credits") at the rate published on the Site. Each Subscription Plan includes a monthly allowance of Assistant Credits, which does not carry over to the next month. Where offered, Customer may buy additional Assistant Credits in packs, which are used only after the monthly allowance is spent, remain usable if Customer changes Subscription Plan, and expire six (6) months after purchase. Using the Platform from an AI Client does not consume Assistant Credits.
Retrying a Task that did not complete runs it again, and a Task that completes on retry is counted.
6B. Plan Changes, Cancellation and Refunds
Customer may change or cancel its Subscription Plan in the Account. An upgrade takes effect immediately, and the prorated difference is added to Customer's next invoice, except that a change to yearly billing is charged at once. A downgrade of a monthly Subscription Plan takes effect immediately, with a prorated credit applied to Customer's next invoice. A change from a yearly Subscription Plan to a lower plan or to monthly billing takes effect at the end of the current term.
A cancellation takes effect at the end of the current billing period, and Customer keeps the Subscription Plan until then. Customer may undo a cancellation before it takes effect. When a downgrade or cancellation takes effect, the Account moves to the new Subscription Plan or to the Free Plan, and Automations that exceed its limits are switched off.
Fees already paid are not refunded on a downgrade or cancellation, except as stated in this Section 6B. If Customer's payment for a pack of Assistant Credits is refunded, credits from that pack are removed in proportion to the amount refunded, up to the credits that remain unused and unexpired. If the first discovery call for a Managed subscription shows that APIANT cannot build what Customer described, APIANT will refund that first month's Fee in full.
7. Customer's Use of the Platform is Subject to Compliance with the Agreement
Use of the Platform and the Services are each conditioned upon Customer's full compliance with the Agreement and all applicable laws, rules and regulations. APIANT may, without limiting any other available remedy, terminate the Agreement, and suspend Customer's Account and access to the Platform at any time and without notice if APIANT believes, or receives a claim that, Customer is in violation of any Section of the Agreement, including, without limitation, the restrictions on Platform use and User Data content set forth in Section 10.
8. Authorized Users Must Abide by Applicable Terms of Use
Customer may allow its employees and independent contractors to use the Platform under Customer's Account, subject to any limits of the applicable Subscription Plan ("Authorized Users"); provided, however, each Authorized User must agree to abide by the terms of APIANT's end-user terms of use which APIANT may adopt from time to time. Customer must immediately notify APIANT of any violation of the terms of APIANT's end-user terms by any Authorized User upon becoming aware of such violation, and shall be liable for any breach of APIANT's end-user terms by any Authorized User.
9. Customer is Responsible for Certain Information and Obligations Relating to the Services
Customer is solely responsible for (i) all uses of any Account that Customer has access to, whether or not the particular use or user is authorized, and regardless of Customer's knowledge of such use, (ii) securing, and maintaining the confidentiality of, any Customer Account, passwords and files, (iii) obtaining and maintaining, both the functionality and security of, any equipment and ancillary services needed to connect to, access or otherwise use the Platform, including hardware, software, operating systems, networking and the like, (iv) maintaining applicable accounts with providers of Third Party Applications used by Customer in connection with any Service, (v) backing-up User Data during the term of the Agreement, using the export tools the Platform provides or otherwise, and Customer hereby acknowledges it will not have access to User Data following the expiration or termination of the Agreement, and (vi) reviewing any Automation, including one built by the Assistant or an AI Client, before activating it.
10. Customer is Prohibited from Certain Actions and Uses of User Data
Customer may not, nor permit or encourage any third party to:
(i) directly, or indirectly, (a) reverse engineer, decompile, disassemble or otherwise attempt to discover or derive the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Platform or any software, documentation or data related to the Platform ("Software"), (b) modify, translate, or create derivative works based on the Platform or any Software, (c) use the Platform or any Software for timesharing or service bureau purposes or other computer service to a third party, (d) modify, remove or obstruct any proprietary notices or labels, or (e) use any Software or the Platform in any manner to assist or take part in the development, marketing or sale of a product potentially competitive with any Software or the Platform;
(ii) Process User Data through the Platform that (a) is defamatory, harmful to minors, obscene, indecent, pornographic, libelous, threatening, harassing, false, misleading or inaccurate, (b) contains or causes to be placed on APIANT's or other third party's systems any Trojan horses, worms, viruses or programming routines intended to interfere, damage, corrupt, surreptitiously intercept or expropriate any system, data or personal information, (c) violates any applicable local, state, federal or foreign law, rule or regulation, including privacy laws and privacy standards, (d) violates any rule or policy of any Third Party Application, (e) infringes or violates any third party rights, or (f) contains any health or medical information of any individual or any information of any person under the age of 13;
(iii) to the extent Customer or an Authorized User accesses or uses the Assembly Editor pursuant to the Subscription Plan, use the Assembly Editor to develop, run or create any Task that (a) would commit or facilitate the commission of a crime, or other tortious, unlawful, or illegal act, (b) would disable, hack or otherwise interfere with any security, digital signing, digital rights management, content protection, verification or authentication mechanisms implemented in or by the Platform or the Automator Services, or by other software, services or technology, or enable others to do so, (c) contains any malware, malicious or harmful code, program, or other internal component (e.g. computer viruses, Trojan horses, "backdoors"), or (d) that could damage, destroy, or adversely affect ours or any other software, firmware, hardware, data, systems, services, or networks; or
(iv) when using the Assistant or an AI Client, (a) attempt to circumvent authentication, rate limits or access controls, (b) extract, scrape, or systematically download data from the Platform beyond what is necessary to carry out the requested action, (c) share the authorization of an AI Client with anyone not entitled to use the Account, or (d) use the Assistant or an AI Client in any manner that violates the terms or policies of the applicable AI Provider.
11. Customer Owns Certain Intellectual Property that APIANT May Use
As between Customer and APIANT, Customer owns and retains all right, title and interest in and to any data, information, including Account Information, and other content uploaded, stored, transmitted to or otherwise processed by or on behalf of Customer through the Platform or the Site, or which the Platform may access, including, without limitation, data transferred by or among, or accessed from, Third Party Applications, in connection with Customer's use of any Service ("User Data"). Customer hereby grants to APIANT a non-exclusive, worldwide and royalty-free license, sublicensable to APIANT's service providers, to use User Data to provide, secure and support the Services to Customer hereunder, and to use User Data in aggregated or de-identified form, which cannot reasonably be associated with Customer or any individual, to monitor and improve the Platform, the Software or the Services, both during and after the term of the Agreement.
Upon purchase of a Subscription Plan, Customer hereby agrees that APIANT may identify Customer as a user of the applicable Subscription Service and use Customer's name, logo and trademark in APIANT's promotional materials during the term of the applicable Subscription Service. Customer may request APIANT stop doing so by emailing support@apiant.com at any time.
12. APIANT Owns All Rights in the Platform, Software and Certain Data
Customer agrees and acknowledges that, as between Customer and APIANT, APIANT shall own and retain all right, title and interest in and to (i) the Platform, the Services and Software and all improvements, enhancements and modifications thereto, (ii) User Data, and other material, that is anonymized, de-identified, or otherwise rendered not reasonably associated or linked to Customer or any other identifiable individual person or entity, (iii) comments, suggestions, or other feedback regarding the Services or the Platform submitted by Customer or an Authorized User, and (iv) all intellectual property and proprietary rights in and related to any of the foregoing (collectively, "APIANT IP"). To the extent Customer has or acquires any right, title or interest in any APIANT IP, Customer hereby assigns all such right, title and interest in such APIANT IP to APIANT.
13. The Platform and Services Utilize Third Party Materials and Applications
The Platform may display, include, or make available content, data, information, or materials from third parties ("Third-Party Materials"), or provide links to third-party websites. Customer acknowledges and agrees that APIANT is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect of such Third-Party Materials or websites. Without limiting the generality of Section 17 of these APIANT Terms, APIANT does not warrant or endorse, and will not have any liability or responsibility to Customer or any other person for, any Third-Party Materials.
Upon Customer's installation, or enabling, of a Third Party Application for use and interoperation with the Platform, Customer agrees that APIANT may allow the applicable third party provider to access User Data as required for the interoperation of such Third Party Application with the Platform, and any exchange of data or other interaction between Customer and such third party provider is solely between Customer and such third party provider. The continuing availability of a Third Party Application after the expiration of the then-current term of Customer's subscription to such Third-Party Application is subject to the continued effectiveness and terms of the contract between APIANT and such third party provider.
The Assistant uses artificial intelligence models provided by third parties, currently Anthropic. When Customer uses the Assistant, APIANT sends Customer's messages, and the User Data the Assistant works with to respond, to that provider to operate the Assistant on APIANT's behalf. Where Customer supplies its own AI Provider key, that AI Provider processes the data under Customer's agreement with it.
13A. The Assistant and AI-Generated Output
The Assistant and any AI Client generate Automations, Tasks, text and other output ("AI Output") using artificial intelligence. AI Output may be inaccurate, incomplete, or unsuitable for Customer's purposes, and the same request may produce different output at different times. Testing that the Assistant performs on an Automation, including testing of the scenarios it identifies, reduces but does not eliminate the risk of errors, and is not a warranty that the Automation will behave as intended in every circumstance.
An Automation acts on Customer's connected Third Party Applications once it is activated. Customer is responsible for reviewing AI Output before relying on it and before activating any Automation, and for the consequences of activating it.
APIANT stores Customer's conversations with the Assistant in the Account until Customer deletes them or closes the Account. As between Customer and APIANT, Customer owns its inputs to the Assistant and, to the extent permitted by law, the Automations generated for Customer. Connectors, assemblies and other Platform components that the Assistant creates are APIANT IP under Section 12, which Customer may use with the Platform. Customer grants APIANT the rights needed to host and run its Automations. AI Output may be similar or identical to output generated for others.
14. APIANT Makes No Representations That the Platform Will Always Be Available or Properly Functioning
Without limiting the generality of Section 17 of these APIANT Terms, APIANT makes no representation about the Platform's uptime, or the Platform's availability or permissibility in any particular location. Scheduled system maintenance may take place from time to time, and emergency maintenance may be required at other times, and, in each case, during such times, the Platform may be unavailable. Use of the Platform is void where use of the Platform is prohibited. Customer's use of the Platform is at Customer's own initiative and Customer is responsible for compliance with any applicable laws in connection with such use.
15. The Platform Can Cause Irrevocable Damage to Customer's Systems and User Data
The Platform's performance of Tasks and/or Automations may irrevocably modify and/or delete User Data. CUSTOMER ACKNOWLEDGES AND AGREES APIANT IS NOT RESPONSIBLE FOR THE LOSS OR MODIFICATION OF ANY USER DATA AND THAT CUSTOMER'S USE OF THE PLATFORM IS AT CUSTOMER'S OWN RISK.
16. Information Disclosed Between Customer and APIANT is Confidential
"Confidential Information" means all confidential information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party") in connection with the Agreement that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including, for example, User Data. However, Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
The Receiving Party will (i) use an appropriate degree of care (but in no event less than reasonable care) to protect Confidential Information, (ii) not disclose or use any Confidential Information for any purpose outside the scope of the Agreement, and (iii) limit access to Confidential Information to those of its employees, contractors and agents who need such access for purposes consistent with the Agreement and who are bound by confidentiality restrictions no less stringent than those herein. Notwithstanding the foregoing, APIANT may disclose Customer's Confidential Information to the extent it believes is reasonably necessary to comply with any court order or law.
Within thirty (30) days following the expiration or earlier termination of the Agreement, to the extent APIANT possesses or controls any Customer Confidential Information that comprises User Data, APIANT shall delete such Confidential Information from its active systems. Copies in backups are kept until those backups are deleted under APIANT's backup practices, are used only to restore the Platform, and any User Data that had been deleted and is restored from a backup will be deleted again.
APIANT personnel may access Customer's Account, Automations and execution data to provide support, investigate problems, keep the Platform secure, or enforce the Agreement, and are bound by the confidentiality obligations of this Section.
17. APIANT DISCLAIMS ALL WARRANTIES NOT EXPRESSLY STATED HEREIN
EXCEPT AS EXPRESSLY PROVIDED HEREIN, (I) APIANT DOES NOT WARRANT THAT ACCESS TO THE PLATFORM OR SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE OR THAT THE PLATFORM OR PROVISION OF ANY SERVICE WILL PRODUCE ANY PARTICULAR RESULT OR ANY SOLUTION TO CUSTOMER'S PARTICULAR NEEDS, AND (II) THE PLATFORM AND SOFTWARE ARE PROVIDED "AS IS," AND APIANT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IN EACH CASE, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
18. Customer Will Defend APIANT Against Certain Claims
Customer will defend APIANT and hold APIANT harmless against any claim, suit, demand, or action made or brought against APIANT (i) alleging that Customer's use of the Platform in violation of the Agreement infringes, misappropriates, dilutes or otherwise violates any individual's or entity's intellectual property rights, (ii) by any Third-Party Application provider alleging APIANT's provision of any Service under the Agreement constitutes an unauthorized use of such Third-Party Application or otherwise violates the rights of such provider, or (iii) relating to or arising from APIANT's use of User Data as permitted by the Agreement. In addition, Customer will indemnify APIANT from any damages, losses, liabilities, costs and fees (including reasonable attorney's fees) finally awarded against APIANT in connection with or in settlement of any such claim, suit, demand, or action.
19. APIANT IS NOT LIABLE FOR CERTAIN DAMAGES AND LIABILITIES AND HAS MAXIMUM LIABILITY HEREUNDER
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THE AGREEMENT, IN NO EVENT WILL (I) APIANT'S LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY EXCEED, IN THE AGGREGATE, THE TOTAL FEES PAID OR OWED BY CUSTOMER HEREUNDER DURING THE CALENDAR MONTH IMMEDIATELY PRECEDING THE DATE OF THE EVENT GIVING RISE TO THE CLAIM (SUCH AMOUNT BEING INTENDED AS A CUMULATIVE CAP AND NOT PER INCIDENT), AND (II) APIANT HAVE ANY LIABILITY TO CUSTOMER FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, COVER, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT APIANT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATIONS AND DISCLAIMERS WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
20. Term and Termination
Unless earlier terminated as provided herein, the Agreement is effective beginning on the Effective Date and will continue until the Account is closed.
Customer may close its Account at any time from the Account settings, and may choose at that time to have its User Data deleted within one day. Closing the Account ends Customer's access immediately. Any paid Subscription Plan is cancelled as of the end of the current billing period, and Fees for that period are not refunded. Where a Subscription Plan provides for it, APIANT may close an Account that has been inactive for the period stated in that plan, after notifying Customer by email.
In addition to any other remedies APIANT may have, APIANT may terminate the Agreement immediately upon written notice if Customer fails to pay any Fee or other amount when due or otherwise materially breaches the Agreement.
Upon termination of the Agreement, Customer must immediately cease all use of and all access to the Platform. Sections 1A(i), 6B, 11, 12, 13A and 16-27 of these APIANT Terms shall survive any termination or expiration of the Agreement. All other rights and obligations shall be of no further force or effect.
21. The Agreement is Governed by the Laws of the Commonwealth of Pennsylvania
This Agreement is governed in all respects by the laws of the Commonwealth of Pennsylvania, without giving effect to its rules relating to conflict of laws. Neither any adoption of the Uniform Computer Information Transactions Act nor the U.N. Convention on the International Sale of Goods applies to this Agreement or to the rights or duties of the parties under this Agreement.
22. Disputes Relating to the Agreement Will Be Resolved Through Binding Arbitration
Any dispute arising out of or relating to this Agreement, or its subject matter, shall be resolved exclusively by binding arbitration under the Commercial Arbitration Rules of the American Arbitration Association ("AAA"). The arbitration will be conducted in Philadelphia, Pennsylvania by a single arbitrator knowledgeable in the commercial aspects of "software as a service" or "platform as a service" arrangements and intellectual property. The arbitrator will provide detailed written explanations to the parties to support his/her award and regardless of outcome, each party shall pay its own costs and expenses (including attorneys' fees) associated with the arbitration proceeding and fifty percent (50%) of the fees of the arbitrator and the AAA. The arbitration award will be final and binding and may be enforced in any court of competent jurisdiction.
23. APIANT Is Not Responsible for Things APIANT Cannot Control
APIANT is not responsible nor liable for any delays or failures in performance from any cause beyond APIANT's control, including, but not limited to acts of God, changes to law or regulations, embargoes, war, terrorist acts, acts or omissions of third party technology providers, riots, fires, earthquakes, floods, power outages, strikes, weather conditions or acts of hackers, internet service providers or any other third party, or acts or omissions of Customer.
Without limiting the generality of the foregoing or Section 17, the Platform and the Services rely on third party technology and services such as application programming interfaces for Third Party Applications, AI Providers and web hosting services. Any change to the products or services offered by any of these third party providers may materially and adversely affect, or entirely disable, Customer's use of or access to the Platform. The Platform is hosted by Amazon Web Services in the United States. APIANT encrypts the credentials Customer provides for Third Party Applications at the application level, in addition to the security measures of its hosting provider, but APIANT cannot guarantee that any User Data will remain secure. Except as stated in this Section, APIANT makes no commitment to security measures beyond those of its hosting provider(s). APIANT shall provide Customer with information regarding its security practices upon request made to support@apiant.com.
24. Certain Terms Relating to Government Users
The Software and the Platform are "Commercial Items", as that term is defined at 48 C.F.R. §2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation", as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. To the extent the Software or Platform are deemed licensed to Customer hereunder, consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States.
25. Certain Terms and Restrictions Relating to Export Laws
Customer acknowledges the Software and the Platform are subject to the U.S. Export Administration Regulations and other export laws, restrictions, and regulations (collectively, the "Export Laws") and, without limiting any other obligation of Customer hereunder, Customer will comply with the Export Laws. Customer will not ship, transfer, export, or re-export the Software or the Platform, directly or indirectly, to: (i) any countries that are subject to US export restrictions; (ii) any end user whom Customer knows or has reason to know will utilize them in the design, development, or production of nuclear, chemical or biological weapons, or rocket systems, space launch vehicles, and sounding rockets, or unmanned air vehicle systems (each, a "Prohibited Use"); or (iii) any end user who has been prohibited from participating in the U.S. export transactions by any federal agency of the U.S. government. Customer represents and warrants Customer will not use the Software for a Prohibited Use.
26. Assigning the Agreement
Neither party may assign any of its rights or delegate any of its obligations hereunder, whether by operation of law, change of control or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the Agreement in its entirety, without consent of the other party, to its affiliate or in connection with any merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, and in the case of Customer, not involving a direct competitor of APIANT. Any assignment or delegation in violation of this Section shall be void. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.
27. General Terms of the Agreement
If any provision of the Agreement is held to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect and enforceable.
The Agreement, including, without limitation, all applicable Service Specific Terms, is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of the Agreement.
Any modification to the Agreement by APIANT shall be effective after APIANT first notifies Customer of the modification (via an update delivered through the Platform or the Site or via email or other notification) and Customer signifies its acceptance via acknowledgement or continued use of any applicable Services for a reasonable time. APIANT records the address of the version of these APIANT Terms that Customer accepted, and when.
The heading references herein are for convenience purposes only and shall not be deemed to limit or affect any of the provisions hereof. Unless otherwise indicated to the contrary herein by the context or use thereof: (i) the words "hereof," "hereby," "herein," "hereto," and "hereunder" and words of similar import shall refer to these APIANT Terms as a whole and not to any particular Section or paragraph of these APIANT Terms; (ii) the words "include," "includes" or "including" are deemed to be followed by the words "without limitation;" (iii) references to a "Section" are references to a section of this Agreement; and (iv) derivative forms of defined terms will have correlative meanings.
All notices required under or otherwise sent relating to the Agreement will be in writing and, if to APIANT shall be delivered to legal@apiant.com, and if to Customer shall be delivered to the email address associated with Customer's Account; provided, however, any notice from Customer to APIANT required by, arising out of, or related to Sections 16 or 20 shall be delivered via certified mail, return receipt requested, to: APIANT, Inc. 196 West Ashland Street, Doylestown, PA 18901. Notice will be deemed to have been duly given when received when receipt is electronically confirmed.