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API Terms of Use These Ribbit API Terms of Use (the “API Terms”) are in addition to and supplement the Ribbit Software Development Kit License Agreement (“SDK Agreement”) and the Ribbit Terms of Service and End User License Agreement (“ToS”). These API Terms, together with the ToS, shall govern all use of and access to any and all Ribbit Application Programming Interfaces (“APIs”), including but not limited to the Ribbit Developer Platform Flex™ and AIR™ API Components (the “Ribbit Components”) that are further governed by the SDK Agreement. ARTICLE 1
REGISTRATION AND ACCEPTANCE. 1.1 Manifestation of Acceptance. Please read this Agreement carefully -- it forms a legally binding contract between You and Ribbit with respect to Your use of and access to Ribbit APIs. If you want to use or access Ribbit APIs for any purpose, You must first register with Ribbit by providing accurate information on the Ribbit Developer registration form on the Ribbit Developer Platform Website (the “Registration”). By submitting Your Registration to Ribbit, you agree to be bound by these API Terms, as well as the ToS and the SDK Agreement, both of which are incorporated herein by reference. Ribbit reserves the right, at its sole discretion and at any time, to refuse, reject, or cancel your Registration. These API Terms will become effective upon an approved Registration and will remain effective until terminated by either Ribbit or you as set out herein and/or in the ToS or the SDK Agreement. 1.2 Entire Terms; Changes and Updates. Please note that each and all of the API Terms, the ToS, and the SDK Agreement may be updated without notice to You. The most current version of all three (3) agreements can be reviewed at any time at http://developer.ribbit.com/legal/. Ribbit reserves the right to modify these API Terms, the ToS and the SDK Agreement at any time, on a general or individual basis, by publishing the revised API Terms, ToS and/or SDK Agreement on the Ribbit website or by otherwise notifying You of the revised API Terms, ToS and/or SDK Agreement. Your continued use of the Ribbit API shall constitute Your acceptance to be bound by the terms and conditions of the revised API Terms, ToS and SDK Agreement. Ribbit will not be liable for any damage caused by the modification or termination of these API Terms, the ToS and/or the SDK Agreement. 1.3 Authority. You represent and warrant that you are authorized to agree to and meet with the terms and conditions of these API Terms, the SDK Agreement, and the ToS. If You are accepting these terms and conditions on behalf of Your employer or another entity, You represent and warrant that You have full legal authority to bind Your employer or such other entity to this Agreement. If you do not have any such authority, You may not accept this Agreement, must not register with Ribbit, and must not use any Ribbit APIs. ARTICLE 2
ownership and license. 2.1 Ownership. Ribbit and its licensors and contact and technology providers (collectively, “Ribbit Licensors”) own all legal right, title, and interest in and to the APIs and their applicable contributions thereto, including any and all rights under patent law, copyright law, trade secret law, trademark law, and any and all other proprietary and intellectual property rights that subsist therein. All rights not expressly granted to You herein are reserved by Ribbit and the Ribbit Licensors. This Agreement grants you no right, title, or interest in the APIs or any other intellectual property of Ribbit or the Ribbit Licensors except to the extent expressly stated in the limited license grant that follows. You will not take any action to jeopardize, limit, or interfere with the property or proprietary rights of Ribbit or the Ribbit Licensors, and You agree to take all necessary measures to ensure the security of the APIs and other materials provided to You by Ribbit hereunder. You agree that Ribbit Licensors may enforce their rights under this Agreement against You directly in their own name. 2.2 License. Subject to Your compliance with these API Terms, the SDK Agreement, and the ToS, Ribbit grants to You during the term hereof a limited, revocable, worldwide (except as limited herein), personal, non-commercial (except as set forth below), non-exclusive, non-assignable, non-transferable, non-sublicensable basis to use the APIs for the sole and exclusive purpose of developing software or code to interface and connect a software application (the “Application”) with services provided by Ribbit (the “Ribbit Services”). You are responsible for use of the APIs and shall abide in all respects by these API Terms, the SDK Agreement, the ToS, and all applicable local, state, national and foreign laws, treaties and regulations in connection with use of the APIs. ARTICLE 3
use of the APIs. 3.1 Ongoing Use of the APIs. Ribbit reserves the right at any time and in its sole discretion to modify and/or release subsequent versions of the APIs, and to require You to use the most recent version thereof. At all times, you must constantly monitor the Ribbit Website to ensure (i) you are only using the latest stable version of the APIs; and (ii) you are aware of any changes in the API Terms, the ToS, the SDK Agreement or any other applicable legal documents. In the event you cannot agree on any changes in any applicable legal document, you will immediately cease any and all use of the Ribbit API and, where applicable, any and all use of the Ribbit Software. If you continue to use the Ribbit APIs, you shall be deemed to have accepted the modifications. 3.2 LIMITATIONS OF LIABILITY; INDEMNIFCIATION. YOU ACKNOWLEDGE AND AGREE THAT YOUR USE OF THE APIS WILL BE AT YOUR OWN RISK AND ACCOUNT, AND THAT ALL DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY SET FORTH IN THE SDK AGREEMENT TO WHICH THIS IS A SUPPLEMENT SHALL APPLY TO RIBBIT’S PROVISION AND YOUR USE OF THE APIs. You agree, on demand, to indemnify, defend and hold Ribbit, its affiliates and subsidiaries, and its licensors, and their respective officers, directors, shareholders, employees, contractors, agents, successors, and assigns harmless from and against any and all liability and costs, including reasonable attorneys’ fees incurred by such person, in connection with or arising out of (a) your use of the APIs; or (b) any breach or violation of the terms and conditions of these API Terms, the ToS, the SDK Agreement any other Agreement between You and Ribbit, any third-party agreement, any third-party rights or any applicable law or regulation. 3.3 Prohibition on Fraudulent or Inappropriate Conduct. You agree that You will not use the APIs in any Application that is actually or potentially fraudulent, misleading, inappropriate, or contrary to Ribbit policy as may be communicated from time to time on this website, in other agreements, or otherwise to you directly or indirectly. 3.4 No Adverse Impact on Ribbit. You will not knowingly harm, misuse, or bring into disrepute any software owned or licensed by Ribbit (“the Ribbit Software”), Ribbit Services the APIs, or any Ribbit brand or name. You will maintain the value and reputation thereof to the best of Your abilities. In addition to any and all restrictions, limitations, and prohibitions on conduct set forth in the ToS and the SDK Agreement, Your Application shall in no way and to no extent, whether directly or indirectly, adversely affect, impede or otherwise hinder or disrupt the functionality or performance of the APIs, any Ribbit Software, or Ribbit Services, including without limitation, that it: 3.4.1 shall not adversely impact the stability of the APIs, Ribbit Software or Ribbit Services (or any software, applications, or services provided or used by clients, customers or licensees of Ribbit); 3.4.2 shall not adversely impact the call quality of Ribbit Services; 3.4.3 shall not adversely impact the behavior of other applications using the Ribbit Components or other Ribbit Software); 3.4.4 shall not attempt to install spyware or malware on the client computer; 3.4.5 shall not attempt to redistribute information about Ribbit or the use or operation of Ribbit Software or Ribbit Services without express permission of the user; 3.4.6 shall correctly identify itself to Ribbit when requested; and 3.4.7 shall not attempt to send messages or place calls to or communicate with others unless specifically directed to do so by the user. 3.5 Limitations on Distribution; No Use of Ribbit Trademarks or Promotional Materials; Attribution Requirements and Restrictions. 3.5.1 Save as expressly approved in writing by Ribbit, you will not distribute Your Application(s) online through website(s) that is/are in any way similar to the Ribbit Website or which use the Ribbit's trademarks or words describing Ribbit’s products or services as the registered URL for website(s). 3.5.2 Nothing in these API Terms gives You a right to use any of Ribbit’s trade names, trademarks, service marks, logos, domain names, or other distinctive brand features (“Ribbit Promotional Materials”). Nothing herein gives You any right to make references to Ribbit or Ribbit’s products or services except as expressly provided in Section 3.5.3 following. Unauthorized references to or use of Ribbit, Ribbit APIs, Ribbit Software, Ribbit Services, or Ribbit Promotional Materials shall be considered as material breach of these API Terms and shall result in immediate termination thereof, as well as the ToS, the SDK Agreement, and any other agreements you may have entered into with Ribbit. Such termination shall be without limitation to Ribbit's right to claim damages, seek for injunctive or other equitable relief and obtain other remedies from you. 3.5.3 You hereby specifically acknowledge that Your rights to use the APIs are strictly subject to Your full compliance with the following instructions related to promotion, marketing and design of Your Application(s) and any breach of any provision of the API Terms, the ToS or the SDK Agreement give rise to automatic termination by Ribbit. You may only use the following references to Ribbit, Ribbit APIs, and Ribbit Software in connection with Your Application(s): (a) “works with Ribbit”; (b) “for Ribbit”; or (c) “powered by Ribbit.” You further acknowledge that Your Application(s) must prominently display the following statement in the help text or about text, in the Acknowledgements in the documentation associated with your Software Application and the packaging and other promotional material: “This product uses the Ribbit API but is not endorsed, certified or otherwise approved in any way by Ribbit.” Your Application(s) must include proper attribution. 3.6 Personal Data. You agree You will protect the privacy and legal rights of Ribbit’s users and other users of your Applications. You may not collect any person’s personal information or data in a misleading, unauthorized or unfair way. To the extent any person provides you with personal information, including names, addresses, user names, passwords, other log-in information, financial information (including credit or debit card numbers), or any other personal information, You must make such person aware of Your collection and use of its personal information and provide legally adequate privacy notices and protection for such information. If Your Application stores personal or sensitive data provided by any person, it must do so securely. If the person provides Your or your Application with information regarding his Ribbit account, including Ribbit user names, passwords, or similar information, Your Application may use that data to access the person’s Ribbit account only for the limited purposes and duration for which the person has expressly provided written permission for You to do so. If Ribbit users require a password to use your Application, You will either (i) automatically generate a unique password and communicate it to the user or (ii) actively encourage the member to use a password different from the Ribbit password. You shall comply with all applicable data protection, privacy and similar laws and regulations. ARTICLE 4
TERMINATION 4.1 Termination by Ribbit. Ribbit may terminate these API Terms with immediate effect at any time, with or without cause, by providing notice to You. Such notice may include posting of a written notice of termination on Ribbit’s website. 4.2 Termination by You. You may terminate these API Terms with immediate effect at any time, by providing written notice to Ribbit. 4.3 Effect of Termination. 4.3.1 Upon termination of these API Terms, You agree to immediately cease use of the API Terms and to remove the APIs from your website(s). Ribbit shall further be entitled to discontinue any subsequent access to or use of the APIs and related materials by You. All unpaid balances, to the extent applicable, will become due and payable immediately upon termination. Upon or after termination, Ribbit shall have the right to bill You, to the extent applicable, for any unbilled services and such bills are due and payable upon receipt. 4.3.2 All obligations and liabilities that You have been subject to (or which have accrued while these API Terms were in effect) or which are expressed to continue indefinitely shall be unaffected by such termination. For purposes of clarification, and without limitation, the following provisions shall survive any termination of these API Terms: 2.1, 3.2, 3.3., 3.4., 3.5, and 3.6. YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY USING AND/OR CONTINUING TO USE THE APIs, YOU EXPRESSLY CONSENT TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH HEREIN AND GRANT TO RIBBIT THE RIGHTS SET FORTH HEREIN. YOU FUTHER EXPRESSLY ACKNOWLEDGE AGREE THAT YOU HAVE READ THE SDK AGREEMENT AND THE TOS, TO WHICH THESE TERMS AND CONDITIONS ARE A SUPPLEMENT, AND THAT YOU EXPRESSLY CONSENT TO BE BOUND BY THE TERMS AND CONDITIONS SET FORTH THEREIN AND GRANT TO RIBBIT THE RIGHTS SET FORTH THEREIN. IF YOU DO NOT AGREE WITH EACH AND EVERY TERM HEREIN AND IN THE SDK AGREEMENT AND THE TOS, PLEASE DO NOT USE THE API.
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