API Trial License

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 event-based alerts sourced from publicly available data, information and materials (the “Third Party Materials”) provided under a Service Order, Statement of Work, Trial Service Order or other ordering document (each, and “Order Form”) through the Dataminr APIs.

“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 this agreement, Dataminr hereby grants Customer a limited, revocable, non-exclusive, nontransferable right to access and use the API Services specified on the Order Form solely as necessary for evaluation purposes in accordance with such Order Form. The rights granted in this agreement 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 thirty (30) 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.

2.6 Single API Endpoint. Customer agrees and acknowledges that each unit of API listed in the applicable Order Form (whether Direct API or Connector API) shall entitle Customer to an integration into a single API endpoint, and use of such API is limited to such API endpoint.

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.

3.3 Data. Dataminr may use and disclose to third parties data derived from Customer’s use of the Dataminr API and the API Services on an aggregated, anonymized basis and in a manner that does not identify Customer to perform analytic sampling, improve Dataminr’s provision of the Services (including the API Services) or for any other reasonable purpose (including commercial purposes) determined by Dataminr in its discretion.

4. INDEMNIFICATION

Customer shall indemnify, defend and hold harmless Dataminr and its employees, agents, successors and assigns from and against any and all loss, damage, liability, and expense 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 agreement, 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); (b) resulting from the failure of Customer to comply with its obligations under this agreement or the applicable Order Form, or (c) otherwise resulting from the acts or omissions of Customer or its employees, agents, successors or assigns.

5. THIRD PARTY MATERIALS

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 API 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.  

6. CONFIDENTIAL INFORMATION

1. “Confidential Information” means all non-public information acquired by a party (the “Receiving Party”) in connection with this agreement or from the other party (the “Disclosing Party”) that (i) is marked “confidential” or “proprietary”, (ii) the Disclosing Party orally or in writing has advised the Receiving Party is confidential, or (iii) based on the nature of the material or the circumstances under which it was disclosed, a reasonable person would believe to be confidential at the time of disclosure. “Confidential Information” includes but is not limited to pricing information, computer programs, names and expertise of employees and consultants, know-how, business proposals, plans and operations, and other technical, business, customer, financial and product development information of Disclosing Party.  Without limiting the generality of the foregoing, the terms of this agreement and the API Services are Confidential Information of Dataminr, and any non-public information provided by Customer in connection with the API Services is the Confidential Information of Customer.  Confidential Information does not include information that at the time of disclosure is publicly available or becomes publicly available through no act or omission of the Receiving Party; that is or has been disclosed to the Receiving Party by a third party who is not under (and to whom the Receiving Party does not owe) an obligation of confidentiality with respect thereto; or that is or has been independently acquired or developed by the Receiving Party. Additionally, the obligations of this Section 6 shall not apply if the Receiving Party discloses Confidential Information of the Disclosing Party to the extent disclosure is required by court order or is otherwise required by law, on condition that, to the extent permitted by law, notice of such requirement by law for such disclosure is given to the Disclosing Party prior to making any such use or disclosure.  
2. The Receiving Party will not use any Confidential Information of the Disclosing Party for any purpose other than performing its obligations or exercising its rights under this agreement, and will disclose the Confidential Information of the Disclosing Party only to Receiving Party’s employees, agents and contractors on a “need to know” basis, provided such persons are under an obligation with the Receiving Party to maintain the confidentiality of such Confidential Information, which obligation is consistent with, and no less protective of Confidential Information, than the terms of this Section 6.  The Receiving Party will protect the Disclosing Party’s Confidential Information from unauthorized use, access, or disclosure in the same manner as the Receiving Party protects its own confidential or proprietary information of a similar nature and with no less than reasonable care. Each party shall be responsible for any breach of this agreement by any party to whom it has disclosed Confidential Information.  Each party shall use all reasonable efforts to assist the other party in identifying and preventing any unauthorized use or disclosure of any Confidential Information.  Receiving Party shall advise Disclosing Party immediately in the event Receiving Party learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this agreement and each party will cooperate with the other party in seeking injunctive or other equitable relief against any such person.  Each party acknowledges that in the event of any breach or threatened breach of this Section by either party, the other party may suffer irreparable harm and not possess an adequate remedy at law. Accordingly, each party shall have the right to seek injunctive or other equitable relief to restrain such breach or threatened breach. 
3. Upon termination of this agreement, the Receiving Party shall return to the Disclosing Party or destroy (at the Disclosing Party’s option) all Confidential Information of the Disclosing Party, and all copies and extracts of the foregoing. Upon request of the Disclosing Party, the Receiving Party shall provide written certification of this destruction to the Disclosing Party. 

7. LIMITATION OF LIABILITY

TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY OR ITS AFFILIATES, SUPPLIERS OR LICENSORS BE RESPONSIBLE OR LIABLE WITH RESPECT TO THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY FOR ANY INDIRECT, INCIDENTAL, PUNITIVE, CONSEQUENTIAL DAMAGES, LOSS OF REVENUES, LOSS OF PROFITS, ERROR OR INTERRUPTION OF USE, LOSS OR INACCURACY OR CORRUPTION OF DATA, AND COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, RIGHTS, OR TECHNOLOGY, IN EACH CASE, EVEN IF SUCH PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO DATAMINR’S DISCLAIMER WITH RESPECT TO THIRD PARTY MATERIALS SET FORTH IN SECTION 5, IN NO EVENT WILL DATAMINR’S OR ANY OF ITS AFFILIATES’ TOTAL CUMULATIVE LIABILITY TO CUSTOMER OR ANY OTHER PERSON FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY $10,000. MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION.

8. TERMINATION

Upon termination of the Order Form: (a) all rights granted to Customer under this agreement 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 3-7 of this Addendum shall survive the termination or expiration of this agreement for any reason.