API Terms of Use

Definitions

1. 1.1

   “API Credentials” means any API key, token, client ID/secret, or other credential we issue to enable access to the APIs.

2. 1.2

   “Integration” means any application, website, script, or other software that you develop, or cause to be developed, which accesses or interacts with the APIs or Customer Data through them.

3. 1.3

   “PII” means personally identifiable information, as defined under applicable data protection laws.

Account and Registration

1. 2.1

   To access the APIs, you must register for API Credentials through the Services or an approved developer portal, and provide accurate, current, and complete information. You are responsible for promptly updating that information if it changes.

2. 2.2

   You must be of legal age and have the authority to agree to these API Terms on your own behalf or on behalf of the entity you represent.

3. 2.3

   You are solely responsible for maintaining the confidentiality of your API Credentials and for all activity that occurs using them. You must not share API Credentials with any third party, embed them in publicly accessible source code or repositories, or otherwise expose them. You must notify us immediately at security@lightningcommerce.ai if you suspect any unauthorized use of your API Credentials.

Access to the APIs

1. 3.1

   License Grant. Subject to your compliance with these API Terms and the Agreement, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the APIs solely to develop, support, and maintain an Integration for use with your own account or, where you are a Customer’s authorized partner or developer, for that Customer’s account. You may charge your own customers for your Integration, but you may not sell, rent, lease, sublicense, redistribute, or otherwise make the APIs themselves available to any third party.

2. 3.2

   Restrictions. You will not, and will not permit any third party to: (a) use the APIs to encourage or facilitate illegal activity; (b) create a derivative work of the APIs, or reverse engineer, decompile, or attempt to derive the source code of the APIs, except as permitted by law; (c) scrape, crawl, or otherwise systematically extract data made available through the APIs other than through the APIs’ documented functionality; (d) use the APIs to send unsolicited communications or spam; (e) use the APIs to build a product or service that competes with the Offerings; (f) exceed applicable rate limits or attempt to circumvent them, or launch automated processes that place unreasonable load on the APIs; (g) aggregate or combine data obtained through the APIs with data from a competing provider; or (h) use the APIs in a manner that violates our Acceptable Use Policy.

3. 3.3

   Rate Limits and Availability. We may impose rate limits, quotas, or other technical restrictions on use of the APIs, and may monitor your use of the APIs for compliance with these API Terms. We may change, suspend, or discontinue all or part of the APIs, or your access to them, at any time, with or without notice, including where we reasonably believe your use presents a security risk or otherwise violates these API Terms.

Privacy and Security

1. 4.1

   If your Integration accesses PII made available through the APIs, you must (a) comply with all applicable data protection and privacy laws; (b) maintain a clear, accurate, and accessible privacy policy describing your data practices; (c) obtain any consents from end users necessary for your access to and use of their data through the APIs; and (d) promptly delete any such data upon a valid request from the applicable end user or Customer, or upon termination of your access to the APIs, except as required by law.

2. 4.2

   You will implement and maintain appropriate technical and organizational security measures to protect data accessed through the APIs, using no less than a reasonable degree of care. You will notify us at security@lightningcommerce.ai without undue delay, and notify any affected end users or Customers as required by applicable law, if you become aware of any unauthorized access to or disclosure of data obtained through the APIs.

3. 4.3

   We may audit your use of the APIs, including your Integration’s handling of data obtained through them, to verify compliance with this Section 4.

Ownership and Feedback

1. 5.1

   As between the parties, we retain all right, title, and interest in and to the APIs, the Offerings, and all related Intellectual Property Rights. You retain ownership of your Integration, excluding any of our Intellectual Property Rights embedded in it.

2. 5.2

   If you provide us with feedback or suggestions regarding the APIs, we may use that feedback without restriction or obligation to you.

Trademarks

You may not use our name, logo, or trademarks except as expressly permitted in written brand guidelines we make available, or with our prior written consent, and you may not imply that we sponsor, endorse, or are affiliated with your Integration beyond what is factually accurate. We may reference your company name and logo, and may capture and use screenshots or recordings of your Integration’s use of the APIs, for our own marketing and promotional purposes, unless you opt out by contacting legal@lightningcommerce.ai.

Modifications to the APIs

We may modify, version, deprecate, or discontinue all or part of the APIs at any time. Where reasonably practicable, we will provide advance notice of a material change that is likely to break your Integration; however, you acknowledge that some changes may be made without notice, including for security reasons.

Confidentiality

Any non-public information disclosed by one party to the other in connection with the APIs, including API documentation not generally published, is “Confidential Information” of the disclosing party. The receiving party will use Confidential Information only to exercise its rights and perform its obligations under these API Terms, and will protect it using at least the same degree of care it uses to protect its own confidential information of similar nature, but no less than a reasonable degree of care.

Representations and Warranties

You represent and warrant that: (a) you have the authority to agree to these API Terms on your own behalf or on behalf of the entity you represent; (b) you are not barred from using the APIs under applicable law; (c) your use of the APIs and your Integration will comply with all applicable laws; and (d) your Integration will not infringe or misappropriate any third party’s Intellectual Property Rights.

Term and Termination

1. 10.1

   These API Terms remain in effect for as long as you access or use the APIs.

2. 10.2

   Either party may terminate these API Terms, or suspend or revoke your access to the APIs, at any time, with or without cause, with or without notice, including where we determine, in our reasonable discretion, that your use of the APIs violates these API Terms, the Agreement, or our Acceptable Use Policy, or otherwise presents a security or legal risk.

3. 10.3

   Upon termination, you must immediately stop using the APIs, cease use of our trademarks in connection with your Integration, and destroy any API documentation or Confidential Information in your possession, except as required to comply with applicable law. Sections 4 (Privacy and Security, with respect to data already obtained), 5 (Ownership and Feedback), 8 (Confidentiality), 11 (Warranties and Disclaimer), 12 (Limitation of Liability), 13 (Indemnification), and 14 (General Provisions) survive termination.

Warranties and Disclaimer

THE APIS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE APIS WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY LOST PROFITS, REVENUES, OR DATA, ANY FINANCIAL LOSSES, OR ANY INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THESE API TERMS, REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE API TERMS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY YOU UNDER THE AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Indemnification

You will defend, indemnify, and hold us harmless from and against any third-party claim, and any related damages, liabilities, costs, and expenses (including reasonable attorneys’ fees), arising out of or relating to (a) your use of the APIs in violation of these API Terms; (b) your Integration, including any claim that it infringes or misappropriates a third party’s Intellectual Property Rights; or (c) your violation of applicable law.

General Provisions

1. 14.1

   Relationship of the Parties. Nothing in these API Terms creates a partnership, joint venture, agency, or employment relationship between the parties.

2. 14.2

   Force Majeure. Neither party will be liable for any delay or failure to perform resulting from causes beyond its reasonable control.

3. 14.3

   Governing Law; Dispute Resolution. These API Terms are governed by the laws of the State of California, without regard to conflict-of-laws principles. Any Dispute arising out of or relating to these API Terms will be resolved in accordance with the dispute resolution and arbitration provisions of the Agreement (Section 14.3 of the Terms of Service), which are incorporated into these API Terms by reference.

4. 14.4

   Order of Precedence. These API Terms, the Terms of Service, and any other document referenced in the Agreement together constitute the parties’ entire agreement regarding the APIs. In the event of a conflict specifically regarding use of the APIs, these API Terms govern; for all other matters, the Terms of Service govern.

5. 14.5

   Modifications. We may update these API Terms from time to time by posting the updated version at https://lightningcommerce.ai/legal/api-terms. Material changes will be effective no earlier than thirty (30) days after posting, except where a shorter period is required for security or legal reasons. Your continued use of the APIs after the effective date constitutes acceptance of the updated API Terms.

Contact

Questions about these API Terms may be directed to legal@lightningcommerce.ai.