Acceptance of These API Terms of Service
Atom Finance, Inc. ("Atom," "we," "us," or "our") provides our trial application programming interface (such application programming interface, including any updated or new features, functionality and upgrades thereof, the "API") through our website(s) located at https://atom.finance/ (the "Site") . All access and use of the API is subject to the terms and conditions contained in these API Terms of Service (as amended from time to time, these "API Terms of Service"). By downloading, accessing, or otherwise using the API, you acknowledge that you have read, understood, and agree to be bound by these API Terms of Service. If you do not accept the terms and conditions of these API Terms of Service, you will not download, access or otherwise use the API. If you accept the terms and conditions of these API Terms of Service on behalf a company, organization or another legal entity ("Entity"), you are agreeing to these API Terms of Service for that Entity and representing to Atom that you have the full power and authority to bind such Entity and its affiliates to these API Terms of Service, in which case the terms "you", "your" or "user" will refer to such Entity and its affiliates.
We reserve the right, at our sole discretion, to change or modify portions of these API Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these API Terms of Service were last revised. You may read a current, effective copy of these API Terms of Service by visiting the "API Terms of Service" link on the Site. We will also notify you of any material changes, either through the Site user interface, a pop-up notice, email, or through other reasonable means. Your continued use of the API after the date any such changes become effective constitutes your acceptance of the new API Terms of Service. You should periodically visit this page to review the current API Terms of Service so you are aware of any revisions. If you do not agree to abide by these or any future API Terms of Service, you will not download, access or use (or continue to download, access or use) the API.
PLEASE READ THESE TERMS OF SERVICE CAREFULLY, AS THEY CONTAIN AN AGREEMENT TO ARBITRATE AND OTHER IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS. THE AGREEMENT TO ARBITRATE REQUIRES (WITH LIMITED EXCEPTION) THAT YOU SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION, AND FURTHER (1) YOU WILL ONLY BE PERMITTED TO PURSUE CLAIMS AGAINST ATOM ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING, (2) YOU WILL ONLY BE PERMITTED TO SEEK RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ON AN INDIVIDUAL BASIS, AND (3) YOU MAY NOT BE ABLE TO HAVE ANY CLAIMS YOU HAVE AGAINST US RESOLVED BY A JURY OR IN A COURT OF LAW.
Access and Use of the API
Service Description: The service is designed to generate API keys ("API Keys") for users to download, access and use the API and the data provided by Atom as a result of the use of such API ("Atom Data") during the Term.
Member Account, Password and Security: You are responsible for maintaining the confidentiality of your API Keys, password and account details, if any, and are fully responsible for any and all activities that occur under your API Keys, password or account. You agree to immediately notify Atom of any unauthorized use of your API Keys, password or account or any other breach of security. Atom will not be liable for any loss or damage arising from your failure to comply with this paragraph.
Modifications to API: Atom reserves the right to modify or discontinue, temporarily or permanently, the API (or any part thereof) with or without notice. You agree that Atom will not be liable to you or to any third party for any modification, suspension or discontinuance of the API.
General Practices Regarding Use and Storage: You acknowledge that Atom may establish general practices and limits concerning use of the API, including the maximum period of time that data or other content will be made available and the maximum storage space that will be allotted on Atom's or its third-party service providers' servers on your behalf. You agree that Atom has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the API. You acknowledge that Atom reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Atom reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.
Intellectual Property Rights
API License: Subject to your compliance with all of the terms and conditions of these API Terms of Service, Atom grants you a non-exclusive, non-sublicensable, non-transferable license to access and use the API to (a) develop, reproduce and distribute applications or implementations that have been approved by Atom and interoperate with the API (each an "Integrated Service"), and (b) display Atom Data solely to end users via the Integrated Service. You may not install or use the API or the Atom Data for any other purpose without Atom's prior written consent.
Restrictions: You agree not to , directly or indirectly, (a) copy, modify, alter create a derivative work of, reverse engineer, disassemble, decompile, reverse engineer, or otherwise attempt to discover any source code, rent, lease, sell, assign, sublicense, or otherwise transfer any part of the API. Any rights not expressly granted herein are reserved by Atom; or (b) market or distribute the API, Atom Data or any portion thereof on a "stand alone" basis or otherwise use or exploit the API, Atom Data in violation of applicable law or outside of the express scope of the express license granted herein. You may not utilize the API or Atom Data in any manner that is competitive to Atom's current business.
Ownership. As between the Atom and you, (a) the API, Atom Data and Atom name and logos are trademarks and service marks of Atom (the "Atom Rights"), and all rights therein, including but not limited to intellectual property rights, are and shall at all times remain the sole and exclusive property of Atom, and (b) the User Content (the "User Rights"), and all rights therein, including but not limited to intellectual property rights, are and shall at all times remain the sole and exclusive property of the user. The Atom Rights in relation to Atom, and the User Rights in relation to user, are referred to herein as each respective party's "Licensed Rights". To the extent applicable, each party shall use the other party's Licensed Rights in compliance with all applicable federal, state and local orders, laws, regulations and ordinances, including without limitation export laws.
Third-Party Material: Under no circumstances will Atom be liable in any way for any content from any third parties, including any information, data or other materials of any third parties, for, without limitation, any errors or omissions in any such content, information, data or other materials, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Atom does not pre-screen content, but that Atom and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the API. Without limiting the foregoing, Atom and its designees will have the right to remove any content that violates these API Terms of Service or is deemed by Atom, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.
User Content: You represent and warrant that you own all right, title and interest in and to such User Content, including all copyrights and rights of publicity contained therein. You hereby grant Atom and its affiliated companies, successors, and assigns a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable (directly and indirectly through multiple tiers), perpetual, and irrevocable license to copy, display, upload, perform, distribute, store, modify, and otherwise use your User Content in connection with the operation of the API and the promotion, advertising or marketing of the foregoing in any form, medium or technology now known or later developed. You assume all risk associated with your User Content and the transmission of your User Content, and you have sole responsibility for the accuracy, quality, legality and appropriateness of your User Content. You acknowledge and agree that Atom may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws, or government requests; (b) enforce these API Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Atom, its users, or the public. You understand that the technical processing and transmission of content over the API, including Atom Data or your User Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
Feedback: Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Service ("Feedback"), provided by you to Atom are non-confidential and Atom will be entitled to the unrestricted use and dissemination of these Feedback for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.
Third-Party Services and Websites
The term "Confidential Information" shall mean any information that Atom provides or makes available to you hereunder. Without limitation, the API and Atom Data shall be the Confidential Information of Atom. During the Term of these API Terms of Service, you may be provided with Confidential Information of Atom. You shall: (a) not use the Confidential Information except for the exercise of its rights or performance of your obligations hereunder; (b) not disclose such Confidential Information to any third party, other than (i) your employees and consultants who have a "need to know", and (ii) investors, prospective investors, prospective acquirers, and professional advisers; provided that such employees and consultants, investors, prospective investors, prospective acquirers and professional advisers are bound by agreements or, in the case of professional advisers, ethical duties respecting such Confidential Information in accordance with the terms and conditions hereunder; and (c) use at least reasonable measures to protect the confidentiality of such Confidential Information. If you are required by law to make any disclosure of such Confidential Information, you shall first give written notice of such requirement to Atom, and shall permit Atom to intervene in any relevant proceedings to protect its interests in the Confidential Information, and provide full cooperation to the Atom in seeking to obtain such protection. Information will not be deemed Confidential Information hereunder if such information: (1) is known or becomes known (independently of disclosure by the disclosing party) to you prior to receipt from Atom from a source other than one having an obligation of confidentiality to Atom; (2) becomes publicly known, except through a breach hereof by you; or (3) is independently developed by you without any direct or indirect use of the Confidential Information, which can be shown by written evidence.
The Term of these API Terms of Service commences upon the generation of your API Keys and remain in effect for a trial period of thirty (30) days (the "Term"). After the Term, your API Key will automatically deactivate and these API Terms of Service terminate. Any further use of this API will be pursuant to a separate enterprise license entered into between you and Atom.
You agree that Atom, in its sole discretion, may suspend or terminate your API Keys or use of the API, for any reason, including for lack of use or if Atom believes that you have violated or acted inconsistently with the letter or spirit of these API Terms of Service. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the API or API Keys, may be referred to appropriate law enforcement authorities. Atom may also in its sole discretion and at any time discontinue providing the API, or any part thereof, with or without notice. You agree that any termination of your access to the API under any provision of these API Terms of Service may be effected without prior notice, and acknowledge and agree that Atom may immediately deactivate or delete your API Keys, account and all related information and files in your account and/or bar any further access to such files or the API. Further, you agree that Atom will not be liable to you or any third party for any termination of your access to the API.
The Sections on Restrictions and Ownership in Intellectual Property Rights, Confidentiality, Disclaimers of Warranties/Investment Risks, Limitation of Liability and General of these API Terms of Service will survive any termination or expiration of these API Terms of Service.
To the extent permitted under applicable law, you agree to defend, indemnify, and hold harmless Atom, its affiliates, and its and their respective officers, employees, directors, service providers, licensors, and agents (collectively, the "Atom Parties") from any and all losses, damages, expenses, including reasonable attorneys' fees, rights, claims, actions of any kind, and injury (including death) arising out of or relating to your use of the API, API Keys, Atom Data, any User Content, your connection to the API, your violation of these API Terms of Service, or your violation of any rights of another. Atom will provide notice to you of any such claim, suit, or proceeding. Atom reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting Atom's defense of such matter. You may not settle or compromise any claim against the Atom Parties without Atom's written consent.
Disclaimer of Warranties/Investments Risks
THE API AND ALL ATOM DATA IS PROVIDED ON AN "AS-IS" BASIS AND ATOM DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL ATOM HAVE ANY LIABILITY ARISING FROM THE USE OF THE API, ATOM DATA, OR INFORMATION DERIVED THEREFROM.
You acknowledge that an investment in any security or financial instrument is subject to a number of risks, and that data or information about any security or financial instrument provided by the API will not contain a list or description of relevant risk factors. Trading in securities (including, without limitation, stocks, options, ETFs and bonds) involves risk and volatility and can result in immediate and substantial losses of the money invested. Past results are not necessarily indicative of future performance. You understand and agree that you use the Atom Data at your own risk. You acknowledge that your investment decisions or recommendations are made entirely at your election.
Limitation of Liability
TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE ATOM PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF ONE-HUNDRED ($100) DOLLARS, OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL
Dispute Resolution By Binding Arbitration
PLEASE READ THIS SECTION CAREFULLY AS IT AFFECTS YOUR RIGHTS.
a. Agreement to Arbitrate
This Dispute Resolution by Binding Arbitration section is referred to in these Terms of Service as the "Arbitration Agreement." You agree that any and all disputes or claims that have arisen or may arise between you and Atom, whether arising out of or relating to these Terms of Service (including any alleged breach thereof), the Service, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms of Service, you and Atom are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
b. Prohibition of Class and Representative Actions and Non-Individualized Relief
YOU AND ATOM AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND ATOM AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S), EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.
c. Pre-Arbitration Dispute Resolution
Atom is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer's satisfaction by emailing customer support at [email protected]. If such efforts prove unsuccessful, a party who intends to seek arbitration must first send to the other, by certified mail, a written Notice of Dispute ("Notice"). The Notice to Atom should be sent to 425 Broadway, 3^rd^ Floor, New York, NY 10013 ("Notice Address"). The Notice must (i) describe the nature and basis of the claim or dispute and (ii) set forth the specific relief sought. If Atom and you do not resolve the claim within sixty (60) calendar days after the Notice is received, you or Atom may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Atom or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Atom is entitled.
d. Arbitration Procedures
The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the "Rules") then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.
Unless Atom and you agree otherwise, any arbitration hearings will take place in a reasonably convenient location for both parties with due consideration of their ability to travel and other pertinent circumstances. If the parties are unable to agree on a location, the determination will be made by JAMS. If your claim is for $10,000 or less, Atom agrees that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator will issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based.
e. Costs of Arbitration
Payment of all filing, administration, and arbitrator fees (collectively, the "Arbitration Fees") will be governed by the Rules, unless otherwise provided in this Arbitration Agreement. To the extent any Arbitration Fees are not specifically allocated to either Atom or you under the Rules, Atom and you shall split them equally; provided that if you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of such Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of any Arbitration Fees, Atom will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Atom will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys' fees will be governed by the Rules.
All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.
If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the subsection (b) above titled "Prohibition of Class and Representative Actions and Non-Individualized Relief" above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of subsection (b) above titled "Prohibition of Class and Representative Actions and Non-Individualized Relief" are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these API Terms of Service will continue to apply.
h. Future Changes to Arbitration Agreement
Notwithstanding any provision in these API Terms of Service to the contrary, Atom agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of the API, you may reject any such change by sending Atom written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these API Terms of Service (or accepted any subsequent changes to these API Terms of Service).
If any provision of these API Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these API Terms of Service will otherwise remain in full force and effect and enforceable. These API Terms of Service is not assignable, transferable or sublicensable by you except with Atom's prior written consent. Atom may transfer and assign any of its rights and obligations under these API Terms of Service without consent. These API Terms of Service 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 these API Terms of Service, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of these API Terms of Service and you do not have any authority of any kind to bind Atom in any respect whatsoever. In any action or proceeding to enforce rights under these API Terms of Service, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under these API Terms of Service will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. These API Terms of Service shall be governed by the laws of the State of New York, without regard to its conflict of laws provisions. With respect to any disputes or claims not subject to arbitration, any litigation or disputes in connection with these API Terms of Service will be conducted exclusively in the courts located in New York County, New York.