規約とプライバシー

APIGIT INC. ("APIGIT") PROVIDES THE PRODUCTS (AS DEFINED BELOW) TO YOU SOLELY ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT (AS DEFINED BELOW) AND ON THE CONDITION THAT THE CUSTOMER (AS DEFINED BELOW) ACCEPTS AND COMPLIES WITH THEM. BY EITHER CLICKING THE “ACCEPT” BUTTON OR USING THE PRODUCTS, THE CUSTOMER ACCEPTS THIS AGREEMENT AND AGREES THAT IT IS LEGALLY BOUND BY ITS TERMS. IF YOU ARE REGISTERING TO USE THE PRODUCTS OR OTHERWISE USE ANY PRODUCTS ON BEHALF OF AN ENTITY OR OTHER ORGANIZATION, YOU ARE AGREEING TO THIS AGREEMENT FOR THAT ENTITY OR ORGANIZATION AND REPRESENTING TO APIGIT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY OR ORGANIZATION TO THESE TERMS (IN WHICH CASE, THE TERM “CUSTOMER” WILL REFER TO THAT ENTITY OR ORGANIZATION). IF THE CUSTOMER DOES NOT AGREE TO THE TERMS OF THIS AGREEMENT, APIGIT WILL NOT AND DOES NOT LICENSE OR OTHERWISE PERMIT THE USE OF THE PRODUCTS TO OR BY THE CUSTOMER, AND THE CUSTOMER MUST NOT DOWNLOAD, INSTALL, OR USE THE PRODUCTS IN ANY MANNER.

1. Definitions

1.1. Agreement means this Subscription Agreement.

1.2. Customer means you, the person, entity, or organization that has requested use of the Product. Customer also includes any entity or organization that controls, is controlled by, or is under common control with the Customer. For the purposes of this definition, “control” means (i) the power, directly or indirectly, to direct or manage such an entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares or beneficial ownership of such an entity.

1.3. Order Form means a quote, order summary, order form, or order page (including any online summary, order form, or order page) entered into or accepted by Customer that specifies the applicable subscription term, Products provided to Customer, Subscription Fees, authorized number and/or types of Users, other qualifications for the subscription, and payment schedules, and that references this Agreement. Any purchase orders issued by Customer that are followed by an invoice from APIGIT, which collectively substantially include the foregoing information, will also be deemed Order Forms for purposes hereof. All Order Forms are hereby incorporated by reference into this Agreement.

1.4. Products means the APIGIT API tools, APIGIT developer portal, and related services provided by APIGIT, whether provided to Customer as a download (“Downloaded Software”) or on a Software as a Service basis (“SaaS Component”).

1.5. Subscription Confirmation means an email confirming Customer’s rights to access and use Products.

1.6. Subscription Fees means the amounts paid by Customer to license or otherwise receive the right to use the Products pursuant to this Agreement, as set forth in the applicable Subscription Confirmation and Order Form.

1.7. User means any individual obtaining access to the Product(s) from Customer pursuant to this Agreement through a User Account and in conformance with the applicable Order Form.

1.8. User Account means an account created at apigit.com or gaining access through a connected identity provider, having a unique username, and enabling User management and administration and/or access to Products in accordance with this Agreement.

2. Use of the Services

Subject to and conditioned upon Customer’s strict compliance with all terms and conditions set forth in this Agreement, and upon payment of the Subscription Fees as set forth in the applicable Subscription Confirmation and Order Form, APIGIT hereby grants to Customer a personal, non-exclusive, non-transferable (except pursuant to a permitted assignment of this Agreement), non-sublicensable, limited (a) right to use the SaaS Component and (b) to the extent permitted in the applicable Order Form, license to install and use the Downloaded Software, in each case during the applicable subscription term for Customer’s business purposes solely as set forth in this Agreement. Customers may extend the foregoing rights to use the Products to its Users that create a User Account.

2.1. Use Restrictions.

2.1.1. Customer will ensure that only one individual is using a User Account.

2.1.2. Customer will not grant access to the Products to any person or entity who is not an authorized User.

2.1.3. Customer will not permit use of the Services in a manner not authorized by these Terms.

2.1.4. Customer will not modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Products or any part thereof, except that Customer may create extensions of the Products for Customer’s sole and exclusive use, which may not be resold or otherwise disseminated.

2.1.5. Customer will not combine the Products or any part thereof with, or incorporate the Products or any part thereof in, any other programs.

2.1.6. Customer will not reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Products or any part thereof.

2.1.7. Customer will not remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Products, including any copy thereof.

2.1.8. Customer will not copy the Products, in whole or in part, except as required for ordinary use of the Downloaded Software (if applicable) pursuant to this Agreement.

2.1.9. Customer will not rent, lease, lend, sell, repackage, sublicense, assign, distribute, publish, transfer, or otherwise make available the Products or any features or functionality of the Products, to any third party for any reason, whether or not over a network and whether or not on a hosted basis, including in connection with the internet, web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service.

2.1.10. Customer will not use the Products in violation of any federal, state, or local law, regulation, or rule or outside the scope expressly permitted hereunder (including the applicable Order Form).

2.1.11. Customer will not use the Products for purposes of competitive analysis of the Products, the development of a competing software product or service, or any other purpose that is to APIGIT’s commercial disadvantage.

2.1.12. Customer will not attempt to probe, scan, or test the vulnerability of the Products (other than pursuant to APIGIT’s vulnerability disclosure policy), breach the security or authentication measures of the Products without proper authorization, or willfully render any part of the Products unusable.

2.1.13. Customer will not use the Services for any illegal purpose or in a manner that violates any law or rights of any other person.

2.1.14. Customer will not permit Use of the Services in a manner not authorized by these Terms.

2.1.15. Customer will not disassemble, decompile, unlock, reverse engineer, or decode the Services in any manner or modify or create any derivative works based on the Services.

2.1.16. Customer will not re-sell, grant any rights under these Terms to any third party, or lease, time-share, lend, or rent Services.

2.1.17. Customer will not copy any features, functions, or user interfaces of the Services.

2.1.18. Customer will not introduce any malicious code, virus, malware, or any other material that disrupts, slows down, or causes the Services to malfunction.

2.1.19. Customer will not upload or generate any content that is unlawful, harassing, threatening, harmful, tortious, defamatory, libelous, abusive, violent, obscene, vulgar, infringing of another’s rights, invasive of another's privacy, hateful, racially or ethnically offensive, or otherwise objectionable.

2.1.20. Customer will not use the Services if under 13 years of age.

2.1.21. Customer will not use information from the Services (whether scraped, collected through the APIGIT API, or obtained otherwise) for spamming purposes, including for the purposes of sending unsolicited emails to users or selling personal information, such as to recruiters, headhunters, and job boards.

2.1.22. Customer will not misuse User personal information. Any person, entity, or service collecting data from the Services must comply with our Privacy Policy, particularly in regards to the collection of personal information.

2.1.23. If Customer collects any personal information from the Services, they agree to use that personal information only for the purpose for which that User has authorized it.

2.1.24. Customer agrees to reasonably secure any personal information gathered from the Services and respond promptly to complaints, removal requests, and "do not contact" requests from us or other Users.

2.2. Exceptions to Use Restrictions. The parties may negotiate exceptions to the above use restrictions (“Use Restrictions”), provided that no exception will be deemed to have modified any Use Restriction unless such exception is set forth in a writing signed by an Operating Manager or other officer of APIGIT. Notwithstanding anything herein, breach of the Use Restrictions will not be subject to any limitations of liability hereunder.

2.3. Data Security. With respect to the SaaS Component, APIGIT will maintain a security program materially in accordance with industry standards that is designed to (i) ensure the security and integrity of Customer data uploaded by or on behalf of Customer to the SaaS Component (“Customer Data”); (ii) protect against threats or hazards to the security or integrity of Customer Data; and (iii) prevent unauthorized access to Customer Data. In furtherance of the foregoing, APIGIT will maintain the administrative, physical, and technical safeguards to protect the security of Customer Data that are described in the APIGIT security page located at [https://apigit.com/legal/privacy] (as the Security Page may be updated by APIGIT in a manner that does not materially decrease the applicable protections).

3. Responsibility for Use of Software

Customer is responsible and liable for all uses of the Products through access thereto provided by Customer, directly or indirectly. Specifically, and without limiting the generality of the foregoing, Customer is responsible and liable for all actions and failures to take required actions with respect to the Products by itself or by any other person to whom Customer may provide access to or use of the Products, including Users, whether such access or use is permitted by or in violation of this Agreement.

4. Intellectual Property Rights

4.1. Ownership. Customer acknowledges and agrees that Customer is granted a right to use the SaaS Component and, to the extent set forth in the applicable Order Form, a license to use the Downloaded Software, and the Products are not sold to Customer. Customer does not acquire any ownership interest in the Products under this Agreement, or any other rights thereto other than to use the same in accordance with the rights granted herein, and subject to all terms, conditions, and restrictions, under this Agreement. APIGIT reserves and shall retain its entire right, title, and interest in and to the Products and System Data and all intellectual property rights arising out of or relating to the Products, except as expressly granted to the Customer in this Agreement. “System Data” means data collected by APIGIT regarding the Products that may be used to generate logs, statistics or reports regarding the performance, availability, usage, integrity or security of the Products. Customer reserves and shall retain its entire right, title, and interest in and to the Customer Data. Customer shall safeguard all Products (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. Customer shall promptly notify APIGIT if Customer becomes aware of any infringement of APIGIT’s intellectual property rights in the Products and fully cooperate with APIGIT in any legal action taken by APIGIT to enforce its intellectual property rights.

4.2. Use of Customer Data. Customer agrees that APIGIT has the right to aggregate and use Customer Data and other information relating to the Products (during and after the term hereof) to (i) improve APIGIT’s products and services, and (ii) disclose such data and information solely in an aggregated and anonymized format that does not identify Customer or any individual.

4.3. Feedback. Customer may from time to time provide APIGIT suggestions or comments for enhancements or improvements, new features or functionality, or other feedback (“Feedback”) with respect to the Products. APIGIT will have full discretion to determine whether or not to proceed with the development of any requested enhancements, new features, or functionality. APIGIT will have the full, unencumbered right, without any obligation to compensate or reimburse Customer, to use, incorporate, and otherwise fully exercise and exploit any such Feedback in connection with its products and services.

5. Compliance Measures; Confidentiality

5.1. Technological Protections. The Products may contain technological copy protection or other security features designed to prevent unauthorized use of the Products, including features to protect against use of the Products. Customers shall not, and shall not attempt to, remove, disable, circumvent, or otherwise create or implement any workaround to, any such copy protection or security features.

5.2. Compliance Review. On APIGIT’s written request, Customer shall conduct a review of its use of the Products and certify to APIGIT in a written instrument that it is in full compliance with this Agreement.

5.3. Confidential Information. “Confidential Information” means any information or data disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. However, “Confidential Information” will not include any information which (a) is in the public domain through no fault of the receiving party; (b) was properly known to the receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to the receiving party, without restriction, by another person with the legal authority to do so; or (d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information. Each party agrees that it will use the Confidential Information of the other party solely in accordance with the provisions of this Agreement and it will not disclose the same directly or indirectly, to any third party without the other party’s prior written consent, except as otherwise permitted hereunder. However, either party may disclose Confidential Information (i) to its employees, officers, directors, attorneys, auditors, financial advisors, and other representatives who have a need to know and are legally bound to keep such information confidential by confidentiality obligations consistent with those of this Agreement; and (ii) as required by law (in which case the receiving party will provide the disclosing party with prior written notification thereof, will provide the disclosing party with the opportunity to contest such disclosure, and will use its reasonable efforts to minimize such disclosure to the extent permitted by applicable law). Neither party will disclose the terms of this Agreement to any third party, except that either party may confidentially disclose such terms to actual or potential lenders, investors, or acquirers. Each party agrees to exercise due care in protecting the Confidential Information from unauthorized use and disclosure. In the event of actual or threatened breach of the provisions of the Use Restrictions or this Section 5, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this Agreement.

6. Trial Services

If Customer is using a free trial, proof of concept version of the SaaS Products, a beta version of the SaaS Products, or any other free-of-charge basis as specified in an Order (collectively, “Trial Services”), Apigit provides such Trial Services to Customer until the earlier of: (i) the end of the trial or proof of concept period or beta testing period as communicated by Apigit or specified in an Order; (ii) the start date of any purchased version of the SaaS Products; or (iii) written notice of termination from Apigit (“Trial Services Period”). During the Trial Services Period, Apigit grants Customer a non-exclusive, non-transferable right to access and use the Trial Services for internal evaluation purposes only, in accordance with the Documentation and subject to the access and use restrictions set forth in this Agreement. The use of Trial Services is strictly for evaluation and not for any business or productive purposes unless explicitly authorized by Apigit in writing. Any data entered by Customer into the Trial Services and any configurations made during the term of such Trial Services will be permanently lost unless Customer: (a) purchases a subscription to the same SaaS Products as covered by the Trial Services; or (b) exports such data or configurations before the end of the Trial Services Period. Features or functions of the Trial Services may not be available, or if available may differ, in the general release version of the SaaS Products. Customers should review the SaaS Products' features and functions before making a purchase decision. APIGIT is under no obligation to provide support services for the Trial Services. The Trial Services are provided “as is” and “as available” without any warranties or representations of any kind. To the extent permitted by law, Apigit disclaims all implied warranties and representations, including any implied warranty of merchantability, fitness for a particular purpose, and non-infringement. Customer assumes all risks and costs associated with its use of the Trial Services. The Customer’s sole and exclusive remedy for any dissatisfaction or breach of this Agreement by Apigit with respect to the Trial Services is to terminate the use of the Trial Services. Apigit's obligations to indemnify, defend, or hold harmless under this Agreement do not apply to Customers using Trial Services.

7. Maintenance and Support

APIGIT will provide software maintenance and support services in accordance with its then standard support program, or as separately agreed-upon pursuant to a Service Level Agreement (“SLA”) with Customer. Maintenance and support services will include provision of such updates, upgrades, bug fixes, patches, and other error corrections (collectively, “Updates”) as APIGIT makes generally available to all Customers of the Products then entitled to maintenance and support services. Customer further agrees that all Updates will be deemed Products, all subject to all terms and conditions of this Agreement. Customer acknowledges that APIGIT may provide some or all Updates via download from a website designated by APIGIT and that Customer’s receipt thereof shall require an internet connection, which connection is Customer’s sole responsibility. APIGIT has no obligation to provide Updates via any other media. Maintenance and support services do not include any new version or new release of the Products APIGIT may issue as a separate or new product, and APIGIT may determine whether any issuance qualifies as a new version, new release, or Update in its sole discretion. Except as set forth in the applicable Order Form, APIGIT has no obligation to provide maintenance and support services, including Updates, and reserves the right to charge for such continued support and maintenance.

8. Payment

8.1. Fees. Your use of the Services is subject to you paying APIGIT the fees applicable to the Services plan selected and/or used by you ("Subscription Fee"). The Subscription Fees, permitted usage, and available features for each Services plan are listed at APIGIT.com/pricing (the "Pricing"). You will pay all fees in United States Dollars per the payment terms on an Order or otherwise agreed at the time of purchase. The amount of fees payable by you shall vary depending upon the number of Users and the period for which you are authorized to Use the Services ("Subscription Term"). Payment obligations are non-cancelable and, except as expressly stated in these Terms, fees paid are non-refundable. In making payment, you acknowledge and agree that you are not relying on being able to Use the Services beyond the Subscription Term or on the availability of any future enhancements or upgrades. If you fail to pay any fees on time, APIGIT reserves the right, in addition to taking any other action at law or equity, to (i) charge interest on past due amounts at 1.0% per month or the highest interest rate allowed by law, whichever is less, and to charge all expenses of recovery, and (ii) suspend or terminate the applicable Services. If you add Users during a Subscription Term, such subscriptions will be billed at the then-current rate listed in the Pricing for your Services plan, and shall be co-termed through the end of the applicable Subscription Term. Except as otherwise specified in an Order, all subscriptions will automatically renew for periods equal to your initial Subscription Term (and you will be charged at the then-current rates set forth in the Pricing) unless you cancel auto-renewal of your subscription through your Account at least thirty (30) days prior to the end of the then-current Subscription Term. If you cancel auto-renewal, your subscription will terminate at the end of the then-current billing cycle, or immediately if you so choose, however you will not be entitled to any credits or refunds for amounts accrued or paid prior to such termination.

8.2. Taxes. Our fees are exclusive of all taxes that are payable in respect of the Services or its Use in the jurisdiction in which the payment is either made or received ("Taxes"). To the extent that any Taxes may be payable, you must pay APIGIT the amount of such Taxes in addition to any Subscription Fees owed by you hereunder. Any applicable tax-exempt certificates must be provided to APIGIT, who will make reasonable efforts to provide you with such invoicing documents as may enable you to seek an applicable refund or credit for the amount of Taxes so paid from any relevant revenue authority.

8.3. Payment by Credit Card. When you purchase a subscription ("Purchase"), you expressly authorize APIGIT (or our third-party payment processor) to charge you the Subscription Fee (at the then-current Pricing) and Taxes, as follows: (i) monthly in advance for monthly plans, (ii) annually in advance for annual plans, and (iii) in accordance with the Auto-Flex Policy for additional Users you add during an existing Subscription Term. Subscription Fees are subject to change, although APIGIT will notify you in advance of any such change. APIGIT may ask you to supply additional information relevant to your Purchase, including your credit card number and expiration date, and your billing address (such information, "Payment Information"). You represent and warrant that you have the legal right to use all payment method(s) represented by any such Payment Information. When you initiate a Purchase, you authorize APIGIT to provide your Payment Information to our third-party service providers so APIGIT can complete your Purchase and to charge your payment method for the type of Purchase you have selected (plus any Taxes and other applicable charges).

8.4. Authorization for Recurring Payments. By agreeing to these Terms and purchasing a subscription, you acknowledge that your subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation or termination of your subscription by you or APIGIT. APIGIT (or our third-party payment processor) will automatically charge you in accordance with your Subscription Term (e.g., each month or year), on the calendar day corresponding to the commencement of your Subscription Term, using the Payment Information you have provided. In the event your Subscription Term begins on a day not contained in a given month, your payment method will be charged on such other day as we deem appropriate. For example, if you started a monthly subscription on January 31st, your next payment date is likely to be February 28th, and your payment method would be billed on that date. Your subscription continues until canceled by you or APIGIT terminates your access to or use of the Services or the subscription in accordance with these Terms. You will pay all fees in United States Dollars per the payment terms on an Order or as otherwise agreed at the time of purchase.

9. Termination and Take-Down

APIGIT will not terminate these Terms except as set out in this section below. Should you wish to terminate these Terms, you are required to provide 14 days' notice to APIGIT by sending an email with subject line "Services Termination" to help@apigit.com and specifically mention the Services you are Using. APIGIT has the right to terminate these Terms if (i) you have breached any term in these Terms, (ii) it is required to do so under law, or (iii) APIGIT decides to discontinue the Services. If APIGIT receives a take-down request for any of Your Content, it shall take reasonable steps to determine the basis for such notice. If APIGIT concludes that it is legally obligated to comply with such request or that it is appropriate for APIGIT to comply with such request, it may, in its sole and absolute discretion, remove such Content as set out in the policies on the Legal portion of www.apigit.com. You will not be entitled to challenge APIGIT's determination in this regard and APIGIT will not have any liability to you as a result of taking down Content in accordance with this Section 9.

10. Additional Features

APIGIT shall from time to time release additional features of the Services. Use of these features may be subject to payment of fees and other terms as prescribed by APIGIT. To use such additional features in the Services, you are required to abide by such additional terms and pay fees, as applicable.

11. Disclaimers

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK AND THAT THE SERVICES AND CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF NON-INFRINGEMENT, TITLE, FUNCTIONALITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE DISCLAIMED TO THE FULLEST EXTENT PERMITTED BY LAW. YOU MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW. APIGIT DOES NOT WARRANT THAT THE SERVICES OR CONTENT WILL MEET YOUR REQUIREMENTS OR THAT OPERATION OF THE SERVICES OR THE CONTENT WILL BE SECURE, ERROR-FREE, VIRUS-FREE, OR UNINTERRUPTED, THAT ANY CONTENT OR STORED DATA WILL BE ACCURATE OR RELIABLE, THAT ANY CONTENT OR STORED DATA WILL NOT BE LOST OR CORRUPTED, OR THAT IT WILL BE ABLE TO RECTIFY/REMEDY ANY ERRORS OR DEFECT. YOU HAVE CHOSEN TO USE THE SERVICES AND CONTENT ON YOUR OWN VOLITION AND APIGIT BEARS NO RESPONSIBILITY AS TO THE QUALITY AND PERFORMANCE OF THE SERVICES OR CONTENT. APIGIT WILL NOT UNDER ANY CIRCUMSTANCE BE RESPONSIBLE FOR LOSS OF ANY DATA WHETHER FROM YOUR COMPUTER OR THE SERVER, DUE TO USE OF THE SERVICES OR CONTENT. APIGIT HAS NO CONTROL OVER THE CONTENT USED, UPLOADED, OR GENERATED BY YOU IN YOUR USE OF THE SERVICES. APIGIT UNDERTAKES NO RESPONSIBILITY FOR ANY LOSS THAT YOU OR ANY OTHER PERSON MAY SUFFER DUE TO ANY CONTENT USED, UPLOADED, OR GENERATED BY YOUR USE OF THE SERVICES. APIGIT HAS NO CONTROL OVER THE USE THAT ANY THIRD PARTY MAY PUT TO ANY CONTENT THAT IS SHARED BY YOU ON THE SERVICES. APIGIT ASSUMES NO RESPONSIBILITY FOR ANY LOSS THAT YOU OR ANY THIRD PARTY MAY SUFFER DUE TO ANY CONTENT USED OR SHARED BY YOU USING THE SERVICES. APIGIT SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE APIGIT’S REASONABLE CONTROL.

12. Indemnity and Liability

12.1. Indemnification by APIGIT. APIGIT will defend you from any claim made by a third party that the Services infringe or misappropriate any copyright, trade secret, United States patent, or trademark right of that third party (a "Claim"), and we will indemnify you and hold you harmless against any damages and costs finally awarded by a court of competent jurisdiction or agreed to in a settlement by APIGIT (including reasonable attorneys’ fees) arising out of a Claim, provided that we have received from you: (a) prompt written notice of the Claim (but in any event notice in sufficient time for us to respond without prejudice); (b) reasonable assistance in the defense and investigation of the Claim, including providing us a copy of the Claim and all relevant evidence in your possession, custody, or control; and (c) the exclusive right to control and direct the investigation, defense, and settlement (if applicable) of the Claim, provided that we will not settle any Claim unless the settlement unconditionally releases you of all liability. If your use of the Services is (or in our opinion is likely to be) enjoined, if required by settlement, or if we determine such actions are reasonably necessary to avoid material liability, we may, at our option and in our discretion: (i) procure a license for your continued use of the Services in accordance with these Terms; (ii) substitute a substantially functionally similar Service; or (iii) terminate your right to continue using the Services and refund any prepaid, unused Subscription Fees applicable to the remaining portion of your Subscription Term. APIGIT’s indemnification obligations above do not apply: (1) to any Services provided to you free of charge, (2) if the Services are modified by any party other than APIGIT, but solely to the extent the alleged infringement is caused by such modification; (3) if the Services are used in combination with any non-APIGIT product, software, or equipment, but solely to the extent the alleged infringement is caused by such combination; (4) to unauthorized use of the Services; (5) to any Content or any Claim arising as a result of Content; or (6) if you settle or make any admissions with respect to a Claim without APIGIT's prior written consent. THIS SECTION 12.1 (INDEMNIFICATION BY APIGIT) STATES OUR SOLE LIABILITY AND YOUR EXCLUSIVE REMEDY FOR ANY CLAIM OF INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH ANY SERVICES, CONTENT OR OTHER ITEMS PROVIDED BY APIGIT UNDER THESE TERMS.

12.2. Indemnification by You. You will defend APIGIT from any claim made by a third party in connection with any Content uploaded or generated by you or your Users in your Use of the Services, and you will indemnify and hold APIGIT harmless against any damages and costs finally awarded by a court of competent jurisdiction or agreed to in a settlement by you (including reasonable attorneys' fees) arising out of such a claim, provided that you have received from us: (a) prompt written notice of the claim (but in any event notice in sufficient time for you to respond without prejudice); (b) reasonable assistance in the defense and investigation of the claim, including providing you a copy of the claim and all relevant evidence in our possession, custody, or control (at your request and expense); and (c) the exclusive right to control and direct the investigation, defense, and settlement (if applicable) of the claim, provided that you may not settle any claim unless the settlement unconditionally releases APIGIT of all liability.

12.3. Limitation of Liability. YOU EXPRESSLY UNDERSTAND AND AGREE THAT APIGIT, ITS REPRESENTATIVES, AND LICENSORS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY LOSS OF DATA, LOSS OF USE, FAILURE OF SECURITY MECHANISMS, BUSINESS INTERRUPTION, LOSS OF INCOME OR PROFIT, OR ANY INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY LOSS OR DAMAGES THAT MAY BE INCURRED BY YOU ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES OR CONTENT, WHETHER OR NOT APIGIT OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. EXCEPT IN CASE OF YOUR VIOLATION OF THE RESTRICTIONS IN SECTION 10, NEITHER PARTY'S LIABILITY TO THE OTHER SHALL EXCEED THE FEES PAID BY YOU TO APIGIT IN THE 12 MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, APIGIT'S LIABILITY TO YOU FOR SERVICES THAT ARE FREE OF CHARGE SHALL NOT EXCEED USD 50.

13. Class Action Waiver

EACH PARTY HERETO WAIVES ANY RIGHT TO ASSERT ANY CLAIMS AGAINST THE OTHER PARTY, AS A REPRESENTATIVE OR MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION, EXCEPT WHERE SUCH WAIVER IS PROHIBITED BY LAW OR IS AGAINST PUBLIC POLICY. TO THE EXTENT EITHER PARTY IS PERMITTED BY LAW OR COURT OF LAW TO PROCEED WITH A CLASS OR REPRESENTATIVE ACTION AGAINST THE OTHER, THE PARTIES HEREBY AGREE THAT: (I) THE PREVAILING PARTY SHALL NOT BE ENTITLED TO RECOVER ATTORNEYS’ FEES OR COSTS ASSOCIATED WITH PURSUING THE CLASS OR REPRESENTATIVE ACTIONS; AND (II) THE PARTY WHO INITIATES OR PARTICIPATES AS A MEMBER OF THE CLASS WILL NOT SUBMIT A CLAIM OR OTHERWISE PARTICIPATE IN ANY RECOVERY THROUGH THE CLASS OR REPRESENTATION ACTION.

14. General Terms

These Terms constitute the entire agreement between you and APIGIT regarding your Use of the Services, and supersedes all prior agreements (written or oral) between you and APIGIT in relation to the Services. You agree that any term or condition stated in your purchase order or in any other order documentation (excluding APIGIT forms) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order, and (2) these Terms. You must keep all information received by you from APIGIT in relation to the Services or otherwise, strictly confidential. You are not permitted to share those information with any third party without prior written permission of APIGIT. You agree that if APIGIT does not exercise or enforce any legal right or remedy which is contained in these Terms (or which APIGIT has the benefit of under any applicable law), this will not be taken to be a formal waiver of APIGIT's rights and that those rights or remedies will still be available to APIGIT. If any court of law, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision shall be deemed removed from these Terms without affecting the rest of the Terms. The remaining provisions of these Terms will continue to be valid and enforceable. The rights granted in these Terms may not be assigned or transferred by you without the prior written approval of APIGIT. You are not permitted to delegate your responsibilities or obligations under these Terms without the prior written approval of APIGIT. APIGIT is entitled to assign, transfer, or delegate any right, responsibility, duty, or obligation under these Terms. The Terms apply whether you purchase our Services directly from APIGIT or through a Reseller. Resellers are not authorized to make any promises or commitments on APIGIT's behalf, and we are not bound by any obligations to you other than what we specify in these Terms. We're always trying to improve Services, and your feedback as a User (including Beta Previews) will help us do that. If you choose to give us any ideas, know-how, algorithms, code contributions, suggestions, enhancement requests, recommendations, or any other feedback for our Services (collectively, "Feedback"), you acknowledge and agree that APIGIT will have a royalty-free, fully paid-up, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to implement, use, modify, commercially exploit, and/or incorporate the Feedback into our Services and documentation. Please send any Feedback that you have for the Services to help@apigit.com . The Services are subject to export restrictions by the United States government and may be subject to import restrictions by certain foreign governments. You agree to comply with all applicable export and import laws and regulations in your access to, use of, and download of the Services (or any part thereof). You shall not (and shall not allow any third-party to) remove or export from the United States or allow the export or re-export or transfer (in-country) of any part of the Services or any direct product thereof: (a) into (or to a national or resident of) any embargoed or terrorist-supporting country; (b) to anyone on the U.S. Commerce Department’s Denied Persons, Entity, or Unverified Lists or the U.S. Treasury Department’s list of Specially Designated Nationals and Consolidated Sanctions list (collectively, “Prohibited Persons”); (c) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (d) otherwise in violation of any export or import restrictions, laws, or regulations of any United States or foreign agency or authority. You further agree not to upload to the Services any content, data, or software that cannot be exported, reexported, transferred, or exported into any country without prior written government notification, authorization, or other approval, including, but not limited to, certain types of encryption software. You represent and warrant that (i) you are not located in, under the control of, or a national or resident of any such prohibited country and (ii) none of Your Content is controlled under the U.S. International Traffic in Arms Regulations or similar Laws in other jurisdictions. You also certify that you are not a Prohibited Person nor owned, controlled by, or acting on behalf of a Prohibited Person. You agree not to use or provide the Services for any prohibited end use, including to support any nuclear, chemical, or biological weapons proliferation, or missile technology, or to a military end-user or for a military end-use in China, Russia, or Venezuela, without the prior permission of the United States. These Terms shall be governed by the laws of the state of Delaware and the United States, without regard to any conflict of law provisions. You and APIGIT agree to submit to the exclusive jurisdiction of the state and federal courts located in the state of Delaware to resolve any dispute arising out of these Terms or the use of the Services.