API License Agreement

PARCL LABS

SELF-SERVICE API LICENSE AGREEMENT

Last Modified: April 25, 2024

This Self-Service API License Agreement (this “License Agreement”) is a binding contract between you (“User”) and Parcl Labs, LLC, a Wyoming limited liability company (“Company“). This License Agreement governs User’s access to and use of the API, and is subject to the terms of the Company’s Privacy Policy, as may be amended or updated from time to time (the “Privacy Policy”) and the Company’s  Terms of Use , as may be amended or updated from time to time (the “Terms of Use”), both of which are incorporated in their entirety into this License Agreement by this reference. Capitalized terms used but not defined in this License Agreement have the meanings provided in the Privacy Policy or the Terms of Use, as applicable.

USER MAY USE THE API SOLELY IN CONNECTION WITH USER’S INFORMATIONAL, INTERNAL, NON-COMMERCIAL, OR ANALYTICAL USE FOR RESEARCH PURPOSES. USER MAY NOT USE THE API TO CREATE, OPERATE, MANAGE, OR OTHERWISE ADMINISTER A FINANCIAL MARKET OR EXCHANGE OF ANY KIND. UPON ANY TERMINATION, USER MUST CEASE ALL USE OF THE DATA PRODUCT. PLEASE SEE SECTIONS 2, 3, AND 14 FOR ADDITIONAL DETAILS.

CERTAIN FEATURES, FUNCTIONALITIES, AND SERVICES AVAILABLE THROUGH THE API MAY BE IN AN EARLY STAGE OF DEVELOPMENT. PLEASE SEE SECTION 13 FOR ADDITIONAL DETAILS.

BY CLICKING THE “SIGN UP” BUTTON, USER (A) ACKNOWLEDGES THAT USER HAS READ AND UNDERSTANDS THIS LICENSE AGREEMENT; (B) REPRESENTS AND WARRANTS THAT USER HAS THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS LICENSE AGREEMENT ON BEHALF OF USER OR THE ORGANIZATION THAT USER REPRESENTS OR THAT HAS AUTHORIZED USER TO ACCESS AND USE THE API (SUCH AS USER’S EMPLOYER, A LEGAL ENTITY, OR AN UNINCORPORATED DECENTRALIZED AUTONOMOUS ORGANIZATION) ; AND (C) ACCEPTS THIS LICENSE AGREEMENT, INCLUDING BUT NOT LIMITED TO THE USE RESTRICTIONS CONTAINED HEREIN, AND AGREES THAT USER IS LEGALLY BOUND BY ITS TERMS. IF USER DOES NOT AGREE TO THESE TERMS, PLEASE DO NOT CLICK ON THE “SIGN UP” BUTTON. IF USER DOES NOT ACCEPT THESE TERMS, USER MAY NOT ACCESS OR USE THE API.

1. Definitions.

1. “Authorized User” means an employee or contractor that User authorizes to use the Company Offering.
2. “Company Offering” means the API, the Data Product, and the Enterprise Data Product, as defined in the Terms of Use and as may be further described at https://docs.parcllabs.com/, as each may be amended or updated from time to time.
3. Company Marks” means Company’s proprietary trademarks, trade names, branding, or logos made available for use in connection with the API pursuant to this License Agreement.
4. “Intellectual Property Rights” means all United States and foreign: (i) patents, patent applications, utility models or statutory invention registrations (whether or not filed), and invention disclosures, together with all reissuances, continuations, continuations-in-part, divisions, supplementary protection certificates, extensions, renewals, and re-examinations thereof; (ii) trademarks, service marks (including common law marks), logos, designs, trade names, trade dress, domain names and business names and registrations and applications for registration thereof (whether or not filed) and the goodwill of the business associated with the foregoing; (iii) copyrights, whether registered or unregistered, and registrations and applications for registration thereof (whether or not filed) and other works of authorship, whether or not published; (iv) trade secrets, proprietary information, know-how, inventions, customer lists and information, supplier lists, manufacturer lists, manufacturing and production processes and techniques, blueprints, drawings, schematics, manuals, software, firmware and databases; (v) computer software (including source code and object code), data, data bases and documentation thereof; and (vi) moral rights relating to any of the foregoing.
5. “Licensed Volume” means the limits, volume, or other measurement or conditions of permitted use for the Company Offering as set forth on Company’s website or in the applicable Order Form.
6. “Order Form” means an order form or other ordering document agreed to in writing or electronically by User and Company that references this Agreement and sets forth the applicable Services to be provided by Company.
7. “User Applications” means any applications developed by User to interact with the API and/or all Company data.

2. License Grants.

Subject to and conditioned on User’s compliance with all of the terms and conditions set forth in this License Agreement, Company hereby grants User a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the Term to: (a) use the Company Offering solely in connection with User’s informational, internal, non-commercial, or analytical use for research purposes in developing its User Applications that will communicate and interoperate with the Company Offering; (b) download and copy the Data Product; and (c) display certain Company Marks in compliance with usage guidelines that Company may specify from time to time solely in connection with the use of the API and the User Applications. User acknowledges that there are no implied licenses granted under this License Agreement. Company reserves all rights that are not expressly granted. User may not use the API or any Company Mark for any other purpose without Company’s prior written consent. User must obtain an API Key through the registration process available at https://parcllabs.com to use and access the API. User may not share User’s API Key with any third party, must keep User’s API Key and all log-in information secure, and must use the API Key as User’s sole means of accessing the API. Company may revoke User’s API Key at any time and for any reason.

3. Use Restrictions.

Except as expressly authorized under this License Agreement, User may not:
(a) directly or indirectly, copy, modify, or create derivative works of the API, in whole or in part; or use the API for timesharing or service bureau purposes;
(b) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the API;
(c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the API, in whole or in part;
(d) remove any proprietary notices from the API(e) use the API in any way without giving proper attribution to Company as determined by Company in its sole discretion from time to time but in no case less than: “Source: Parcl Labs”;
(f) use the API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Rights or other right of any person, or that violates any applicable law;
(g) combine or integrate the API with any software, technology, services, or materials not authorized by Company;
(h) retain any Company data, including all data generated, collected, or otherwise accessed through the API, beyond the end of the Term; or use any such Company data to create, operate, manage, or otherwise administer a financial market or exchange of any kind;
(i) design or permit User Applications to disable, override, or otherwise interfere with any Company-implemented communications to end users, consent screens, user settings, alerts, warning, or the like;
(j) use the API in any User Applications or otherwise to replicate or attempt to replace the user experience of the Company Offering or to create, operate, manage, or otherwise administer a financial market or exchange of any kind; or
(k) attempt to cloak or conceal User’s identity or the identity of any User Applications when requesting authorization to use the API.
User will comply with all terms and conditions of this License Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on https://parcllabs.com from time to time. In addition, User will not use the API in connection with, or to promote, any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email (“spam”), multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolen products, or items used for theft, hazardous materials, or any illegal activities.

4. Authorized Users.

User will not allow any third party other than an Authorized User to use the Company Offering. User may permit Authorized Users to use the Company Offering, provided that (i) the use does not exceed the Licensed Volume; and (ii) User ensures each Authorized User complies with all applicable terms and conditions of this License Agreement. User is responsible for acts or omissions by Authorized Users in connection with using the Company Offering. User will, and will require all Authorized Users to, use all reasonable means to secure user names, passwords, API keys, hardware, and software used to access the Company Offering in accordance with standard security protocols (e.g., multi-factor authentication), and will immediately notify Company if User knows or reasonably suspects that any user name, password, or API key has been compromised. Company will not be liable, and User will be solely responsible, for (A) any unauthorized access, damage or loss that may occur through the use or misuse of User’s user names, passwords, API keys, hardware or software; or (B) any activities that occur under any account issued to or created by User in connection with User’s use of the Company Offering, including any unauthorized access or use of any such account, in each case, except to the extent proven to have been directly caused by Company’s gross negligence, willful misconduct, or fraud. Company may process personal information about Users and Authorized Users’ use of the Company Offering (“Account Data”) in accordance with the Privacy Policy.

5. End User Use of User Applications.

User agrees to monitor the use of any User Applications by its end users (including but not limited to clients, customers, vendors, suppliers or other third parties) for any activity that violates applicable laws, rules, and regulations or any terms and conditions of this License Agreement, including any fraudulent, inappropriate, or potentially harmful behavior, and promptly restrict any offending end users of such User Applications from further use of the User Applications. User agrees to provide a resource for end users of its User Applications to report abuse of its User Applications. As between User and Company, User is responsible for all acts and omissions of User’s end users in connection with any User Applications and their use of the Company Offering, if any. User agrees that User is solely responsible for posting any privacy notices and obtaining any consents from User’s end users required under applicable laws, rules, and regulations for such end user’s use of any User Applications.

6. Support; Updates.

Except for Self-Service Free and Self-Service Paid Users and any other Users that do not have an Enterprise License, Company will provide support services for the Company Offering in accordance with Company’s standard support terms, as updated by Company from time to time. User may procure service level commitments for an additional charge under an applicable Order Form. Company may update or modify the Company Offering from time to time and at its sole discretion (in each instance, an “Update”), and may require User to obtain and use the most recent version of the API in connection with such Updates. An Update may adversely affect how User Applications communicate with the Company Offering. User is required to make any changes to the User Applications that are required for integration as a result of such Updates at User’s sole cost and expense. User’s continued use of the Company Offering following an Update constitutes binding acceptance of the Update.

7. Fees.

User will pay Company the then-applicable license subscription fees according to User’s level of use of the API (the “Fees”). If User’s use of the API exceeds the Licensed Volume or otherwise exceeds the terms of User’s subscription, User shall be billed for such usage and User agrees to pay the additional fees in the manner provided herein. Company reserves the right to change the Fees or applicable charges and to institute new charges and Fees at the end of the Initial Service Term or then current renewal term, upon thirty (30) days prior notice to User (which may be sent by email). If User believes that Company has billed User incorrectly, User must contact Company no later than 60 days after the error or problem appeared, in order to receive an adjustment or credit. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection, and may result in immediate termination of this Agreement. User shall be responsible for all taxes associated with the Company Offering, other than U.S. taxes based on Company’s net income.

8. Collection and Use of User’s Information.

Company may collect certain information through the API or the Company Offering about User or any of User’s employees, contractors, agents, or end users. By accessing, using, and providing information to or through the API or the Company Offering, User consents to all Company’s collection and use of User’s information in accordance with the then-current version of Company’s Privacy Policy and data protection requirements, which can be found at https://parcllabs.com.

9. Intellectual Property Ownership; Feedback.

User acknowledges that, Company has invested, and will continue to invest, substantial time and effort in the creation of the Data Product and the API, and in addition to Company’s rights to the Content and the Arrangement described in Section 4.2 of the Terms of Use, as between User and Company, (a) Company owns all right, title, and interest, including all Intellectual Property Rights, in and to the API, the Company Offering, and the Company Marks (not including any Content that is publicly available data and subject in all cases to the rights of Company’s third-party licensors), and (b) User owns all right, title, and interest, including all Intellectual Property Rights, in and to its User Applications, excluding all rights set forth in the foregoing clause (a). User shall use commercially reasonable efforts to safeguard the API and Company Marks (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. User will promptly notify Company if User becomes aware of any infringement of any Intellectual Property Rights in the API, the Company Offering, or the Company Marks, and will fully cooperate with Company in any legal action taken by Company to enforce its Intellectual Property Rights in and to the same. If User or any of User’s employees, contractors, or agents sends or transmits any communications or materials to Company by mail, email, telephone, or otherwise, suggesting or recommending changes to the API, the Company Offering, or the Company Marks, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), all such Feedback is and will be treated as non-confidential. User hereby assigns to Company on User’s behalf, and on behalf of User’s employees, contractors, and agents, all right, title, and interest in, and Company is free to use, without any attribution or compensation to User or any third-party, any ideas, know-how, concepts, techniques, or other Intellectual Property Rights contained in the Feedback, for any purpose whatsoever. Company is not required to use any Feedback.

10. Disclaimer of Warranties.

IN ADDITION TO THE DISCLAIMERS SET FORTH IN SECTION 7.1 OF THE TERMS, USER ACKNOWLEDGES THAT THE API, THE COMPANY OFFERING, AND THE COMPANY MARKS ARE PROVIDED “AS IS” AND COMPANY SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. COMPANY MAKES NO WARRANTY OF ANY KIND THAT THE API, THE COMPANY OFFERING, OR THE COMPANY MARKS OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET USER’S, OR ANY OTHER PERSON’S OR ENTITY’S, REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF USER’S, OR ANY THIRD PARTY’S, SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

11. Indemnification.

In addition to the indemnity set forth in Section 6 of the Terms, User agrees to indemnify, defend, and hold harmless Company, its Affiliates, and their respective directors, managers, officers, shareholders, members, employees, agents, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, arising from or relating to: (a) User’s and Authorized Users’ use or misuse of the API, the Company Offering, or Company Marks; (b) User’s breach of this License Agreement; and (c) User Applications, including any end user’s use thereof. In the event Company seeks indemnification or defense from User under this provision, Company will promptly notify User in writing of the claim(s) brought against Company for which Company seeks indemnification or defense. Company reserves the right, at its option and in its sole discretion, to assume full control of the defense of claims with legal counsel of Company’s choice. User may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by Company or bind Company in any manner, without Company’s prior written consent.

12. Limitations of Liability.

IN ADDITION TO THE LIMITATIONS OF LIABILITY SET FORTH IN SECTION 7.3 OF THE TERMS, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL COMPANY BE LIABLE TO USER OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR: (a) ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE API OR THE COMPANY OFFERING; OR (b) ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF $100.00, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13. PREVIEWS.

IN ADDITION TO THE DISCLAIMERS AND LIMITATIONS OF LIABILITY CONTAINED IN THIS AGREEMENT, USER ACKNOWLEDGES THAT USER MAY BE GIVEN ACCESS TO AN EARLY-STAGE VERSION OF THE PRODUCTS, FEATURES, FUNCTIONALITIES OR SERVICES AVAILABLE THROUGH THE API AS PART OF THE BETA TESTING OF THE SERVICES OFFERED BY COMPANY. BETA TESTING MEANS THAT A NON-FINAL VERSION OF A PRODUCT, FEATURE, FUNCTIONALITY AND/OR SERVICE (COLLECTIVELY, “PREVIEWS”) ARE PROVIDED TO USERS OUTSIDE OF THE COMPANY SO THAT IT CAN BE TESTED PRIOR TO COMMERCIAL AND/OR GENERAL RELEASE. PREVIEWS MAY RESEMBLE FINISHED VERSIONS, BUT THEY ARE STILL BEING DESIGNED, IMPLEMENTED, AND REFINED AS USER USES THEM. ACCORDINGLY, THE RISKS OF FAILURE ARE HEIGHTENED, AND THE WEBSITE AND THE SERVICES MAY NOT PERFORM AS INTENDED, OR AT ALL. COMPANY DOES NOT MAKE ANY COMMITMENTS WITH RESPECT TO ANY PREVIEWS, INCLUDING ANY COMMITMENT TO MAINTAIN THE AVAILABILITY OF SUCH PREVIEW, OR OTHERWISE WITH RESPECT TO SUPPORT, SERVICE LEVELS, SECURITY, COMPLIANCE, OR PRIVACY. USER ACKNOWLEDGES THAT PREVIEWS ARE NOT READY FOR PRODUCTION USAGE, MAY CONTAIN BUGS, ERRORS, DEFECTS, AND VULNERABILITIES, AND THAT USER’S USE OF ANY PREVIEWS IS AT USER’S OWN RISK. BY PARTICIPATING IN PREVIEWS AVAILABLE THROUGH THE WEBSITE AND THE SERVICES, USER UNDERSTANDS THAT SUCH PREVIEWS HAVE NOT BEEN FULLY DEVELOPED OR USED BY ANYONE. MOREOVER, THE LAWS AND REGULATIONS PERTAINING TO THE PREVIEWS ARE NOT SETTLED AND COMPANY MAY NOT HAVE ALL THE RELEVANT LICENSES AND/OR NECESSARY APPROVALS TO PROVIDE THE PREVIEWS IN A COMPLIANT MANNER. USER UNDERSTANDS THE RISKS INVOLVED AND BEARS ALL RESPONSIBILITY FOR USER’S INVOLVEMENT IN THE PREVIEWS WITH RESPECT TO THE SERVICES. ACCORDINGLY, USER AGREES TO HOLD COMPANY HARMLESS FROM AND AGAINST AND COVENANTS NOT TO SUE, FOR ANY REASON WHATSOEVER RELATED TO OR IN CONNECTION WITH ANY AND ALL PREVIEWS, TO THE FULLEST EXTENT PERMITTED BY LAW.

14. Term and Termination.

The term of this License Agreement commences when User accesses the API or acknowledge User’s acceptance of this License Agreement by clicking the “Sign Up” button, whichever is earliest, and will continue in effect until terminated as set forth in this Section. Subject to earlier termination as provided below, this Agreement shall be automatically renewed for additional periods of the same duration as the Initial Service Term (collectively, the “Term”). Company in its sole discretion may terminate or suspend this License Agreement, and any rights or licenses granted herein, at any time and for any reason, with or without notice to User, by revoking access to the API, the Company Offering, and the Company Marks. In addition, this License Agreement will terminate automatically without notice if User violates any of the terms and conditions of this License Agreement. User may terminate this License Agreement at any time by ceasing User’s access to and use of the API and the Company Marks. UPON TERMINATION OF THIS LICENSE AGREEMENT FOR ANY REASON, ALL LICENSES AND RIGHTS GRANTED TO USER UNDER THIS LICENSE AGREEMENT WILL ALSO TERMINATE, AND USER WILL PROMPTLY CEASE USING, DESTROY, AND PERMANENTLY ERASE OR OVERWRITE, FROM ALL DEVICES AND SYSTEMS USER DIRECTLY OR INDIRECTLY CONTROLS, ALL COPIES OF THE API, DATA PRODUCT, ENTERPRISE DATA PRODUCT, AND COMPANY MARKS, AND ALL DOCUMENTS AND OTHER TANGIBLE MATERIALS CONTAINING ANY PORTION OF, OR SUMMARIZING, THE API, DATA PRODUCT, ENTERPRISE DATA PRODUCT, AND/OR COMPANY MARKS AND ALL COPIES THEREOF. Any terms that by their nature are intended to continue beyond the termination or expiration of this License Agreement will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, warranty disclaimers, and limitations of liability. Termination will not limit any of Company’s rights or remedies at law or in equity.

15. Export Regulation.

The API may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. User will not, directly or indirectly, export, re-export, or release the API to, or make the API accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. User will comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the API available outside the US.

16. U.S. Government Rights.

The API is a “commercial product” 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. Accordingly, if User is an agency of the US Government or any contractor thereof, User receives only those rights with respect to the API as are granted to all other end users under license, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government licensees and their contractors.

17. Modifications.

Company may, in its sole discretion, modify this License Agreement from time to time in order to reflect changes in any offered services, changes in applicable law, or for other reasons as deemed necessary by Company. User will be notified of modifications through notifications or posts on https://parcllabs.com. User will be responsible for reviewing and becoming familiar with any such modifications.  The effective date of this License Agreement will be reflected in the “Last Modified” entry at the top of this License Agreement. User’s continued use of the Website after any such change is communicated shall constitute User’s consent to such change(s).

18. Entire Agreement; Conflict and Control.

This License Agreement, together with the Terms of Use and the Privacy Policy, is the entire and exclusive understanding and agreement between User and Company regarding User’s use of the API. If any provision contained in this License Agreement conflicts with any provision in any the Privacy Policy or the Terms of Use, the provision contained in this License Agreement shall govern and control.

‍