Subscription Agreement

This Agreement is between the entity entering this Agreement (“Subscriber”) and APIContext Inc. (“APIContext”) (collectively the “Parties” and each a “Party”). Under this Agreement, Subscriber has a limited and revocable right to subscribe to, access and use the Services defined below, as described by and limited by this Agreement.

SUBSCRIBER AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY REGISTERING FOR AN ACCOUNT WITH APICONTEXT OR ORDERING A SERVICE PROVIDED BY APICONTEXT. THIS AGREEMENT WILL BE EFFECTIVE ON THE DATE SUBSCRIBER COMPLETES REGISTRATION FOR AN ACCOUNT OR ORDERS THE SERVICE (“EFFECTIVE DATE”).

1. Selected Definitions

“Agreement” means this Subscription Agreement, any Invoices, and any materials available on the APIContext website specifically incorporated by reference herein, including APIContext’s Website Terms of Service at https://apicontext.com/tos and Privacy Policy at https://apicontext.com/privacy, as such materials, including the terms of this Agreement, may be updated by APIContext from time to time in its sole discretion.

“APIContext Technology” means all of APIContext’s proprietary technology (including software, hardware, products, processes, algorithms, user interfaces, know-how, techniques, designs, and other tangible or intangible technical material or information) made available to Subscriber by APIContext in providing the Service.

“API Monitor” means the Service offered by APIContext that allows Subscribers to test the performance of their API and to see the Subscriber’s own performance data. Additional information about API Monitor is on the APIContext website, https://apicontext.com.

“API.expert” means the Service offered by APIContext that allows Subscribers to see the performance of APIs and the Subscribers’ own performance data, as well as seeing performance data in the Service database for other APIs. API.expert also allows Subscribers to copy test configurations and related service data from the Service database but not Data Content. Additional information about APIContext is on the APIContext website, https://apicontext.com.

“Content” means the audio and visual information, documents, software, products, data and services contained or made available to Subscriber in the course of using the Service.

“Data Content” means the data output of the Services containing performance metrics.

“Initial Term” means the Initial Term identified on any Invoice or the Subscription Management Page. The Initial Term is free unless indicated otherwise in the Invoice or Subscription Management Page.

“Intellectual Property Rights” means any unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how and other trade secret rights, and all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.

“Invoice(s)” means the form evidencing the initial subscription for the Service and any subsequent Invoices submitted online or in written form, specifying, among other things, the number of Licenses and Services contracted for, the applicable fees, and other charges as agreed to between the Parties, each such Invoice to be incorporated into and to become a part of this Agreement (in the event of any conflict between the terms of this Agreement and the terms of any such Invoice, the terms of this Agreement shall prevail except as otherwise stated in this Agreement). The Invoice will be on the Subscription Management Page, unless the Parties have entered a separate, signed and written Invoice. APIContext may or may not send an Invoice to Subscriber based on the type of Service that Subscriber has ordered. All Service pricing is online unless a separate agreement has been reached.

“License Administrator(s)” means those Users designated by Subscriber who are authorized to purchase Licenses by executing written Invoices and to create User accounts and otherwise administer Subscriber’s use of the Service.

“Renewal Term(s)” means any Term after the Initial Term.

“Service(s)” means the specific edition of APIContext’s online service identified during the ordering process, developed, operated, and maintained by APIContext, and referred to as the API Monitor and monitoring tool or the API.expert tool, accessible via www.apicontext.com, to which Subscriber is being granted access under this Agreement, including the APIContext Technology and the Content. The scope of the Services will depend on the level of Service chosen by Subscriber during the registration process. The details of each level of Service are provided to Subscriber as part of the registration process. The Services currently provided by APIContext are API Monitor and API.expert, defined above.

“Subscriber Data” means any data, information, or material provided or submitted by Subscriber to the Service in the course of using the Service.

“Subscription Management Page” means APIContext’s online application that allows the License Administrator, among other things, to add additional Users to the Service. The invoice and other Service details are available on the Subscription Management Page.

“Term(s)” means the period(s) during which a specified number of Users are licensed to use the Service pursuant to the Invoices(s). Term includes both the Initial Term and Renewal Term(s).

“User(s)” means Subscriber employees, representatives, consultants, contractors, or agents who are authorized to use the Service and have been supplied user identifications and passwords by Subscriber (or by APIContext at Subscriber’s request).

2. Service License Grant and Restrictions

a. APIContext hereby grants Subscriber a limited, revocable, nonexclusive, nontransferable, right to use the Service globally to create, store, and run the Service within the bounds of the Service level chosen by Subscriber, for the Term, solely for Subscriber’s own internal business purposes, subject to the terms and conditions of this Agreement (“License”). All rights not expressly granted to Subscriber are reserved by APIContext and its licensors. Subscriber may not access the Service if Subscriber is a direct competitor of APIContext, except with APIContext’s prior written consent. In addition, Subscriber may not access API Monitor for purposes of monitoring the Services’ availability, performance or functionality, or for any other benchmarking or competitive purposes except pursuant to a separate, written and executed agreement between the Parties. The License is subject to the limitations in Section 3 below.

b. Subscriber shall not (i) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make available to any third party the Service or the Content in any way; (ii) modify or make derivative works based upon the Service or the Content; (iii) create Internet links to the Service or frame or mirror any Content on any other server or wireless or Internet-based device; or (iv) reverse engineer or access the Service in order to (a) build a competitive product or service, (b) build a product using similar ideas, features, functions or graphics of the Service, or (c) copy any ideas, features, functions or graphics of the Service. User Licenses cannot be shared or used by more than one individual User but may be reassigned from time to time to new Users who are replacing former Users who have terminated employment or otherwise changed job status or function and no longer use the Service.

c. Subscriber shall not use the Service to: (i) send spam or otherwise duplicative or unsolicited messages in violation of applicable laws, or otherwise violate any law in connection with the Services or this Agreement; (ii) send or store infringing, obscene, threatening, libelous, or otherwise unlawful or tortuous material, including material harmful to children or that violates third party privacy rights; (iii) send or store material containing software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs; (iv) interfere with or disrupt the integrity or performance of the Service or the data contained therein; or (v) attempt to gain unauthorized access to the Service or its related systems or networks.

d. This Agreement entitles the Subscriber the limited, revocable right to access the Service through the use of a single Subscriber account. One License grants the Subscriber one (1) License Administrator account to access the Service and one (1) sub-License for each User designated by the Subscriber. Subscriber is responsible for conforming all User activities to Subscriber’s obligations and restrictions under this Agreement and is responsible for all User activities related to the Service as if they were Subscriber’s own activities.

e. The License Administrator may add Users by updating User information on the User Admin page of the Service. Added User Licenses will be coterminous with the preexisting Term (either Initial Term or Renewal Term).

3. Data Content Accessed Though The Services

a. API Monitor. Subscribers to API Monitor can upload their Subscriber Data to API Monitor, access Data Content developed using their Subscriber Data, and use API Monitor to download Data Content developed using their Subscriber Data. Subscriber shall retain full right, title and interest in and to all of its own Subscriber Data entered using API Monitor and any and all outputs and Data Content generated by the Service regarding that Subscriber Data for Subscriber’s use in its discretion, subject to the limitations set forth in this Agreement. APIContext reserves the right to publish, display, distribute, or otherwise use the results of API Monitor tests run by Subscribers registered for a free trial account. Identifying information (e.g. user name, company name, and address) will not be made available at any time to any other Subscriber subscribing to the Service. Subscriber may not use the results of API Monitor tests run through the Service to enforce agreements between Subscriber and third parties except with the prior written approval of APIContext.

b. API.expert. Subscribers to API.expert are accessing Data Content developed using their Subscriber Data as well as data from other sources. Subscribers to API.expert may only access Data Content while using the Service and may not copy any Data Content or share Data Content with third parties.

c. Subscriber, not APIContext, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use Subscriber Data uploaded to the Services. APIContext shall not be responsible or liable for the deletion, correction, destruction, damage, or loss of any Subscriber Data.

d. APIContext’s Privacy Policy further describes APIContext’s collection and use of Subscriber’s information.

e. APIContext will use reasonable technical, physical and administrative measures to prevent unauthorized access and use of Subscriber’s Subscriber Data.

4. Intellectual Property Ownership

a. APIContext (and its licensors, where applicable) shall exclusively own all right, title, and interest, including all related Intellectual Property Rights, in and to the APIContext Technology, the Content and the Service. Subscriber assigns to APIContext all ownership and intellectual property rights including any copyrights in any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by Subscriber or its Users to APIContext related to the Service.

b. This Agreement is not a sale and does not convey to Subscriber any rights of ownership in or related to the Service, the APIContext Technology, or the Intellectual Property Rights owned by APIContext. APIContext’s name, APIContext’s logo, and the product names associated with the Service are trademarks of APIContext or third parties, and no right or license is granted to use them.

c. APIContext owns all rights to any non-identifying data and metadata generated by or accessible through the Service (“Aggregate Data”) and may use it for any purpose. These uses include but are not limited to the following. APImetrics and certain third parties it contracts with may present Aggregate Data reflecting combined data from multiple Subscribers for statistical reporting purposes. Aggregate Data collected by APIContext may also be used for the purpose of identifying industry benchmarks, trends, and evaluating how to improve the Service for the benefit of all Subscribers. Presentation of aggregated information will not reveal data that links identifying information for any Subscriber (e.g. user name, company name, and address).

5. Subscriber Responsibilities; Prohibited Data

a. Subscriber is responsible for all activity occurring under Subscriber’s License Administrator and User accounts and shall abide by all applicable local, state, national, and foreign, laws, treaties and regulations in connection with Subscriber’s use of the Service, including those related to data privacy, international communications, and the transmission of technical or personal data. Subscriber shall: (i) notify APIContext as soon as possible but no less than three (3) days after discovery of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to APImetrics as soon as possible (but no less than three (3) days after discovery) and use reasonable efforts to stop immediately any copying or distribution of Content that is known or suspected by Subscriber or Subscriber Users; and (iii) not impersonate another APIContext user or provide false identity information to gain access to or use the Service.

b. Subscriber will not upload or submit any personally-identifiable information or other sensitive information to the Service other the limited technical data required to use the Service.

6. Third Party Interactions

a. Subscriber recognizes that certain third party providers of ancillary software, hardware, or services may require Subscriber’s agreement to additional or different licenses or other terms prior to Subscriber’s use of or access to such software, hardware or services. APIContext and its licensors shall have no liability, obligation, or responsibility for any such agreement between Subscriber and any such third party.

7. Charges and Payment of Fees

a. THIS SECTION MAY BE MODIFIED OR SUPERSEDED BY A SEPARATE AGREEMENT BETWEEN APICONTEXT AND SUBSCRIBER.

b. Subscriber shall pay all fees or charges to Subscriber’s account in accordance with the fees, charges, and billing terms in effect at the time a fee or charge is due and payable. Payments must be made monthly in advance unless otherwise mutually agreed upon in an Invoice. All payment obligations are non-cancelable by Subscriber and all amounts paid are nonrefundable. Subscriber owes all fees due for the entire Term upon the Effective Date of the Agreement unless otherwise provided in writing by the Parties. Subscriber is responsible for paying the entire fee for the entire Term, whether or not Subscriber uses the Service. APIContext reserves the right to modify its fees and charges and to introduce new charges at any time, upon at least ten (10) days prior notice to Subscriber, which notice may be provided by email. All pricing terms are confidential, and Subscriber agrees not to disclose them to any third party.

c. APIContext charges and collects fees in advance for use of the Service. APIContext will automatically issue an Invoice to Subscriber at the beginning of each month or as otherwise mutually agreed upon. The renewal charge will be set at APIContext’s discretion. Fees for other services will be charged on an as-quoted basis. Unless otherwise noted, APIContext’s fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and Subscriber shall be responsible for payment of all such taxes, levies, or duties, excluding only U.S. (federal or state) taxes based solely on APIContext’s income.

d. Subscriber agrees to provide APIContext with complete and accurate billing and contact information. This information includes Subscriber’s legal company name, street address, email address, and name and telephone number of an authorized billing contact and License Administrator. Subscriber agrees to update this information within ten (10) days of any changes. If the contact information Subscriber has provided is false or fraudulent, APIContext reserves the right to terminate Subscriber’s access to the Service in addition to taking any other legal remedies.

e. If Subscriber believes that an Invoice is incorrect, Subscriber must contact APIContext in writing within thirty (30) days of the date of the Invoice containing the amount in question to be eligible to receive an adjustment or credit. All decisions by APIContext regarding disputed fees are final.

f. APIContext may contract with a third-party service provider for payment services. In addition to this Agreement, Subscriber will comply with any additional terms required by the third-party payment service provider.

8. Availability and Service Updates

a. Subject to the terms of this Agreement, APIContext will use commercially reasonable efforts to provide access to the Service twenty-four (24) hours a day, seven (7) days a week for use by Subscriber.

b. APIContext reserves the right to update, modify, or discontinue features of the Service at any time without notice. If APIContext materially decreases functionality of the Service, then Subscriber may terminate this Agreement upon thirty (30) days advance written notice.

9. Nonpayment and Suspension

a. In addition to any other rights granted to APIContext herein, APIContextreserves the right to suspend or terminate this Agreement and Subscriber’s access to the Service if Subscriber’s account has an outstanding subscription balance beyond the payment terms shown on the Subscriber’s Invoice. Delinquent payments and accounts are subject to interest of 1.0 percent per month on any outstanding balance, or the maximum permitted by law, whichever is less, plus all expenses of collection. Subscriber will continue to be charged for Service during any period of suspension. If Subscriber or APIContext initiates termination of this Agreement, Subscriber will be obligated to pay the balance due on Subscriber’s account. Subscriber agrees that APIContext may bill Subscriber for such unpaid fees. APIContext reserves the right to impose a reconnection fee in the event Subscriber is suspended and thereafter requests access to the Service.

10. Termination upon Expiration/Reduction in Number of Licenses

a. The Initial Term will be one month or as otherwise mutually agreed upon in an Invoice, commencing on the date of the APIContext’s Invoice.

b. Upon the expiration of the Initial Term, this Agreement will automatically renew for successive one-month (unless otherwise indicated in the Invoice) Renewal Terms at APIContext’s then current fees. Either Party may terminate this Agreement or reduce the number of Licenses, effective only upon the expiration of the then-current Term, by notifying the other Party in writing at least ten (10) days prior to the expiration of the Term. In the case of free trials, notifications provided through the Service indicating the remaining number of days in the free trial shall constitute notice of termination.

c. If this Agreement is terminated (other than by reason of Subscriber’s breach as described in Section 11), APIContext will make available to Subscriber a file of the Subscriber Data within 30 days of termination if Subscriber so requests at the time of termination. Subscriber agrees and acknowledges that APIContext has no obligation to retain the Subscriber Data, and may delete such Subscriber Data, more than 30 days after termination.

11. Termination for Cause

a. Any breach of Subscriber’s payment obligations or unauthorized use of the APIContextTechnology or Service will be deemed a material breach of this Agreement. APIContext, in its sole discretion, may terminate Subscriber’s password, account or use of the Service on written notice if Subscriber breaches or otherwise fails to comply with this Agreement. In addition, APIContext may terminate a free account at any time in its sole discretion.

b. Subscriber agrees and acknowledges that APIContext has no obligation to retain the Subscriber Data, and may delete such Subscriber Data, if Subscriber has materially breached this Agreement, including but not limited to failure to pay outstanding fees, and such breach has not been cured within 10 days of notice of such breach.

12. Representations and Warranties

a. Each Party represents and warrants that it has the legal power and authority to enter into this Agreement. APIContext represents and warrants that it will provide the Service in a manner substantially in accordance with the online APIContext help documentation under normal use and circumstances. Subscriber represents and warrants that Subscriber has not falsely identified Subscriber nor provided any false information to gain access to the Service and that Subscriber’s billing information is correct.

13. Mutual Indemnification

a. Subscriber shall indemnify and hold APIContext, its licensors and each such entity’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including attorneys’ fees and costs) arising out of or in connection with: (i) a claim alleging that use of the Subscriber Data infringes the rights of, or has caused harm to, a third party; (ii) a claim, which if true, would constitute a violation by Subscriber of Subscriber’s representations and warranties; and (iii) the breach by Subscriber or Subscriber Users of this Agreement.

b. APIContext shall indemnify and hold Subscriber and Subscriber’s parent organizations, subsidiaries, affiliates, officers, directors, employees, attorneys, and agents harmless from and against any and all claims, costs, damages, losses, liabilities, and expenses (including attorneys’ fees and costs) to the extent arising out of or in connection with a claim alleging that the Service directly infringes a copyright, a U.S. patent issued as of the Effective Date, or a trademark of a third party; provided that Subscriber (a) promptly gives written notice of the claim to APIContext; (b) gives APIContext sole control of the defense and settlement of the claim; (c) provides to APIContext all available information and assistance; and (d) has not compromised or settled such claim. APIContext shall have no indemnification obligation, and Subscriber shall indemnify APIContext pursuant to this Agreement, for claims arising from any infringement arising from the combination of the Services with any Subscriber or third party products, service, hardware or business process(s).

14. Disclaimer of Warranties

A. APICONTEXT AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY, OR COMPLETENESS OF THE SERVICE OR ANY CONTENT. APICONTEXT AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE SECURE, TIMELY, UNINTERRUPTED, OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM, OR DATA; (B) THE SERVICE WILL MEET SUBSCRIBER’S REQUIREMENTS OR EXPECTATIONS; (C) ANY DATA STORED OR GENERATED THROUGH THE SERVICE WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF ANY PRODUCTS, SERVICES, DATA, INFORMATION, OR OTHER MATERIAL OBTAINED BY SUBSCRIBER THROUGH THE SERVICE WILL MEET SUBSCRIBER’S REQUIREMENTS OR EXPECTATIONS; (E) ERRORS OR DEFECTS WILL BE CORRECTED; OR (F) THE SERVICE OR THE SERVER(S) THAT MAKE THE SERVICE AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICE AND ALL CONTENT ARE PROVIDED TO SUBSCRIBER STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY APICONTEXT AND ITS LICENSORS. APICONTEXT IS NOT LIABLE FOR DATA LOSS.

15. Internet Delays

A. APICONTEXT’S SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, OUTAGES, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. APICONTEXT IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
16. Limitation of Liability
A. IN NO EVENT SHALL APICONTEXT’S AGGREGATE LIABILITY UNDER THIS AGREEMENT FOR ANY REASON (INCLUDING INDEMNIFICATION) EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM SUBSCRIBER DURING THE INITIAL TERM. IN NO EVENT SHALL APICONTEXT AND/OR ITS LICENSORS BE LIABLE TO SUBSCRIBER OR ANYONE ELSE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL, OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH THIS SERVICE OR AGREEMENT, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE SERVICE, OR FOR ANY CONTENT OBTAINED FROM OR THROUGH THE SERVICE, ANY INTERRUPTION, INACCURACY, ERROR, OR OMISSION, REGARDLESS OF CAUSE IN THE CONTENT, EVEN IF APICONTEXT OR APICONTEXT’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

17. Confidentiality

a. During the Term of this Agreement, APIContext may provide non-public information (“Confidential Information”) to Subscriber. Subscriber will not disclose the Confidential Information publically or use it for purposes unrelated to this Agreement. Confidential Information includes but is not limited to this Agreement and any associated pricing terms. Information provided by APIContext is presumed to be Confidential Information unless APIContext states otherwise. Subscriber shall return any Confidential Information to APIContext within ten (10) days after written request by APIContext or upon termination or expiration of this Agreement. Subscriber will inform APIContext in writing within three (3) business days after it has knowledge of a violation of this section and provide sufficient facts to enable APIContext to take necessary precautionary actions. Subscriber will delete or destroy all Customer Confidential Information within thirty (30) days after termination of this Agreement.

18. Notices

a. APIContext may give notice related to this Agreement by means of a general notice on the Service or the Subscription Management Page, email to the Subscriber address on record in APIContext’s account information, or by written communication sent by first class mail or pre-paid post to Subscriber address on record in APIContext’s account information. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). Subscriber will give notices to APIContext (such notice shall be deemed given when received by APIContext) by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail to APIContext at the following address: APIContext Inc., 1235 17th Ave E, Seattle, Washington 98112.

19. Modification to Terms

a. APIContext reserves the right to modify the terms and conditions of this Agreement or its policies relating to the Service at any time, effective upon posting of an updated version of this Agreement on the Service or on its website.

20. Assignment; Change in Control

a. This Agreement may not be assigned by Subscriber without the prior written approval of APIContext. An unapproved assignment is void. APIContext may assign this Agreement to a third party on written notice to Subscriber. Any actual or proposed change in control of Subscriber that results or would result in a direct competitor of APIContext directly or indirectly owning or controlling 50 percent or more of Subscriber shall entitle APIContext to terminate this Agreement for cause immediately upon written notice.

21. Publicity

a. APIContext may use Subscriber’s name, logo and other marks to identify Subscriber as a user of the Services on APIContext’s website, marketing materials and other publicity materials.

22. Limitation of Remedies and Damages

a. Subscriber’s sole remedy for a breach of this Agreement is the correction or replacement of the Service by APIContext. The decision to repair or replace the Service shall be solely at the discretion of APIContext. APIContext reserves the right to substitute a functionally equivalent copy of the Service as a replacement. If APIContext is unable to provide a suitable replacement or substitute Service or corrections to the Service within thirty (30) days of Service’ failure to perform, Subscriber’s sole alternate remedy shall be a refund for the days or months that the Subscriber was charged fees for access to the Service while it was not functioning properly. Any claim of Subscriber under this section must be made within thirty (30) days after the event giving rise to the claim.

23. Governing Law, Jurisdiction, and Dispute Resolution

a. This Agreement is governed by the laws of the State of Washington, without regard to Washington’s conflict or choice of law provisions. Venue for any disputes will be subject to the exclusive jurisdiction of the federal and state courts in King County, Washington.

b. In the event that at any time during the term of this Agreement a disagreement, dispute, controversy or claim should arise out of, or relating to, the interpretation, performance, breach, or invalidity of this Agreement, the Parties will attempt in good faith to resolve their differences. Any dispute which is not resolvable by the Parties shall be referred to binding arbitration in accordance with the then-applicable rules of the American Arbitration Association and judgment on the award may be entered in any court having jurisdiction.

24. General

a. No text or information set forth on any other purchase order, preprinted form, or document (other than an Invoice issued by APIContext) shall add to or vary the terms and conditions of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture, partnership, employment, or agency relationship exists between Subscriber and APIContext as a result of this Agreement or use of the Service. The failure of APIContext to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by APIContext in writing. This Agreement, together with any applicable Invoices, comprises the entire agreement between Subscriber and APIContext and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the Parties regarding the subject matter contained herein. APIContext is not liable for its failure to perform due to forces beyond its control. Sections 1, 3, 4, 6, 7, 9 and 12 to 23 of this Agreement will survive termination, as well as any other provisions that by their nature are reasonably intended to survive. To the extent there is an express conflict between the Privacy Policy, the Website Terms of Service at the following link: http://apicontext.com/tos and this Agreement, this Agreement will have highest precedence, followed by the Website Terms of Service, then the Privacy Policy with the lowest precedence.

Last updated: March 19, 2024