API License Addendum

Unless otherwise defined in this API License Addendum (“Addendum”), capitalized terms in this Addendum shall have the meanings ascribed to them in the Agreement. In the event of any conflict between this Addendum and the Agreement, the terms of this Addendum shall control. The terms of this Addendum shall be deemed incorporated in the Agreement. 

1. DEFINITIONS

“API Keys” means the API keys, access tokens, account numbers, and other access credentials issued by Dataminr to Customer to use the API Services. 

“API Services” means the data interface services made available by Dataminr to Customer to allow Customer to access the Services provided under a Service Order, Statement of Work or other ordering document (each, and “Order Form”) through the Dataminr APIs. The API Services are a type of “Services” as defined in the Agreement. 

“Dataminr APIs” means Dataminr’s application programming interfaces, specifications, instructions and other documentation and materials made available by Dataminr to Customer to enable access to the API Services, as may be modified by Dataminr from time to time. 

“Customer Software” means the applications or software owned (or licensed), used and hosted by Customer that access the Services through the Dataminr APIs.

2. API SERVICES

2.1 Scope. This agreement shall govern Customer’s usage of all API Keys, Dataminr APIs, Connectors, and API Services during the term outlined in the Order Form.

2.2 API Services License.  Subject to the terms of the Agreement (including this Addendum), Dataminr hereby grants Customer a limited, revocable, non-exclusive, nontransferable right to (a) access and use the API Services specified on the Order Form and (b) to use the API Services to develop the Customer Software and customize and configure Customer’s systems and networks strictly in accordance with the Dataminr APIs. The rights granted in this Addendum may not be sublicensed. The acts and omissions of any employees, agents or other personnel of Customer that Customer permits to have access to the Dataminr API, API Keys and/or the API Services are deemed the acts and omissions of Customer.

2.3 Changes to API Services and Dataminr APIs.  Dataminr may suspend or cancel any API Services provided to Customer immediately, with or without notice to Customer, in the event of an actual or reasonably suspected security breach or threat. Dataminr may revise the Dataminr APIs by posting the revised Dataminr APIs to a webpage or server designated by Dataminr or notifying Customer through such other method as Dataminr may specify to Customer from time to time. In the event Dataminr revises the Dataminr APIs, except as otherwise set forth in an Order Form, Customer will update the Customer Software and its use of the API Services to comply with the revised Dataminr APIs within thirty (30) days of the effective date of any such revisions.  

2.4 API Keys; Security Breaches.  All API Keys are Confidential Information of Dataminr, and Customer will be solely responsible for all authorized and unauthorized use of the API Services using such API Keys. Customer will promptly notify Dataminr if it discovers or otherwise suspects any security breaches related to the API Services, including any unauthorized use or disclosure of API Keys or any other access credentials by a third party.

2.5 Alert Deletion.  Customer shall not store or host the Alerts for more than one hundred and eighty (180) days from the date of the Alert. Notwithstanding the foregoing, Dataminr, in its sole discretion, may delete or may require that Customer promptly delete any Alerts (or a portion thereof) that contain tweets that have been deleted, expired or subject to updated privacy settings. Upon Dataminr’s written request, Customer shall immediately, but not more than five (5) days from such request, (i) provide Dataminr with a certification of destruction demonstrating compliance with this Section, including providing a summary report indicating the data destroyed, and (ii) complete a self-audit questionnaire to ensure Customer’s usage of the API Services complies with this Agreement.

3. OWNERSHIP OF PROPERTY; USE RESTRICTIONS

3.1 Ownership.  As between the parties, Dataminr owns and retains all right, title, and interest in and to the Dataminr APIs and API Services, including all intellectual property and other proprietary rights contained therein or related thereto. The license set forth in Section 2 of this Addendum is the entirety of Customer’s rights in connection with the Dataminr APIs and API Services.

3.2 Restrictions.  Customer shall not, directly or indirectly, do any of the following:

(a) use the Dataminr APIs or the API Services for any purpose other than for the purposes described in Section 2 of this agreement, or in any manner that violates or does not comply with the Dataminr APIs;

(b) access the API Services using any version of the Dataminr APIs other than the then-supported versions made available by Dataminr to Customer, unless Dataminr expressly allows continued use of prior versions; 

(c) modify or prepare derivative works of the Dataminr APIs or API Services;

(d) distribute the Dataminr APIs to any third party;

(e) interfere with any features or functionality of the API Services;

(f) introduce into the API Services any viruses, trojan horses, malware, spyware, adware or other disruptive software, or any software code, which is designed to disrupt, damage, or perform unauthorized actions on a computer system;

(g) reverse engineer, decompile, disassemble, or attempt to derive source code from the API Services; 

(h) remove, obscure, or alter any intellectual property right or confidentiality notices or legends appearing in or on any aspect of any Dataminr APIs; or 

(i) use the API Services in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply the terms of this agreement or the applicable Order Form.

4. INDEMNIFICATION

In addition to Customer’s indemnification obligations under the Agreement, Customer shall indemnify, defend and hold harmless Dataminr and its employees, agents, successors and assigns from and against any and all Losses arising from any claim brought against any such indemnified party by any third party to the extent (a) alleging that any Customer Software, or that Customer’s use of the Dataminr APIs or API Services in violation of the terms of this Addendum, infringes upon any valid patent, copyright, trademark, trade secret, or other proprietary right of, or otherwise harms, such third party (including any rights of publicity or privacy); or (b) resulting from the failure of Customer to comply with its obligations under this Addendum or the applicable Order Form.

5. TERMINATION

pon termination of the Agreement: (a) all rights granted to Customer under this Addendum shall immediately terminate, and Dataminr may invalidate Customer’s API Keys and otherwise deny further access to the API Services; and (b) within thirty (30) days after such termination, Customer will return to Dataminr or destroy all Dataminr APIs that are in its possession or control.  Sections 3, 4 and 5 of this Addendum shall survive the termination or expiration of this Addendum for any reason.

6. THIRD PARTY TERMS

Customer acknowledges and agrees that Customer’s use of the Third Party Materials is subject to (and Customer agrees it is bound by) the Third Party Terms contained in the Agreement. In connection with Customer’s use of the API Services, the following additional Third Party Terms shall apply: (a) As part of Customer’s access to X Corp. (“X”) Content (as defined in the Third Party Terms) the parties hereby agree that X is entitled to preliminary or injunctive relief if Customer breaches or otherwise violates the Developer Terms, and (b) if Customer exports or stores Tweets outside a GUI that is powered by the Dataminr API, then Customer will only use such Tweets for Dataminr signal verification. Customer acknowledges that Dataminr does not own, create or control the Third Party Materials and that the Third Party Materials delivered to Customer by the Services may include content that is objectionable to Customer or its Authorized Users. Dataminr disclaims and makes no representation or warranty with respect to the Third Party Materials or any portion thereof and assumes no liability for any claim that may arise with respect to the Third Party Materials or Customer’s use, misuse or inability to use the same.