API Terms of Service
These API Terms of Service (these "API Terms") govern access to and use of any application programming interface made available by Terial, Inc. ("Terial") in connection with the Terial Solution (each, an "API" and collectively, the "APIs"). These API Terms apply to all persons and entities that access or use the APIs, whether directly or through a third party, including customers, consultants, integrators, and any other authorized or unauthorized users (each, an "API User"). By accessing or using any API, the API User agrees to be bound by these API Terms. If the API User does not agree, the API User must not access or use the APIs. Capitalized terms used but not defined in these API Terms shall have the meanings given to them in the Credential Holder's underlying agreement with Terial, including the applicable Terms of Service or any separately negotiated agreement.
1. DEFINITIONS
"API Key" means any authentication credential, token, key, or similar access mechanism issued by Terial to enable programmatic access to the APIs.
"Credential Holder" means the Terial customer to whom an API Key has been issued, or on whose behalf an API Key has been generated, regardless of the identity of the person or entity that uses such API Key.
"Downstream System" means any application, service, database, or system that receives, processes, or stores data obtained through the APIs.
2. PERMITTED USE
2.1 API Users may access and use the APIs solely for the purpose of integrating with the Terial Solution in connection with the Credential Holder's authorized use thereof and in accordance with any applicable Documentation, rate limits, and technical specifications published by Terial from time to time.
2.2 Without limiting any restrictions set forth in the Credential Holder's underlying agreement with Terial, API Users shall not: (a) use the APIs for any purpose other than as expressly permitted herein; (b) exceed any rate limits, call volume thresholds, or other technical restrictions communicated by Terial; (c) use the APIs to build a competitive product or service, or to reverse engineer, benchmark, or monitor the performance or availability of the Terial Solution; (d) share, transfer, or disclose any API Key to any person or entity not expressly authorized to use such API Key; (e) attempt to circumvent any authentication, security, or access control mechanisms; or (f) use the APIs in any manner that violates applicable law.
3. ACCESS LEVELS AND API KEYS
3.1 Terial may, in its sole discretion, issue API Keys with varying levels of access (including read-only, standard, or administrative access). The scope of access associated with each API Key shall be as determined by Terial and communicated to the Credential Holder at the time of issuance or as subsequently modified by Terial upon reasonable notice.
3.2 The Credential Holder is solely responsible for the safekeeping, use, and security of all API Keys issued to or on behalf of the Credential Holder. All activity conducted using an API Key shall be attributed to, and shall be the sole responsibility of, the Credential Holder, regardless of whether such activity was performed by the Credential Holder, an Authorized User, a consultant, an integrator, or any other person or entity.
3.3 Terial reserves the right to revoke, suspend, or rotate any API Key at any time, with or without cause, upon reasonable notice to the Credential Holder; provided that no such notice shall be required where Terial acts pursuant to Section 5.1. The Credential Holder shall promptly notify Terial of any suspected unauthorized access to or use of an API Key, and shall immediately rotate or revoke any compromised API Key. Terial recommends that Credential Holders request and use read-only API Keys where the applicable Authorized Purpose does not require write, administrative, or delete access.
4. RATE LIMITING AND BREAKING CHANGES
4.1 Terial may impose rate limits, throttling, or other usage restrictions on the APIs at any time. Terial will use commercially reasonable efforts to publish current rate limits in its API Documentation. Exceeding applicable rate limits may result in temporary or permanent suspension of API access.
4.2 Terial reserves the right to modify, deprecate, or discontinue any API or API feature at any time. Where a modification constitutes a breaking change (i.e., a change that is not backward-compatible), Terial will use commercially reasonable efforts to provide the Credential Holder with at least thirty (30) days' prior written notice before such breaking change takes effect. Notwithstanding the foregoing, Terial may implement breaking changes on shorter notice or without notice where reasonably necessary to address security vulnerabilities, comply with applicable law, or prevent material harm to the Terial Solution or its users.
5. REVOCATION OF ACCESS
5.1 Without limiting any other rights or remedies available to Terial, Terial may immediately suspend or revoke any API User's access to the APIs if: (a) the API User breaches any provision of these API Terms; (b) the Credential Holder's underlying agreement with Terial is terminated or suspended; (c) the Credential Holder requests revocation; (d) Terial reasonably determines that continued access poses a security risk; or (e) required by applicable law or regulation.
5.2 Terial shall have no liability to any API User, Credential Holder, or any third party for any suspension or revocation of API access exercised in accordance with these API Terms.
6. DISCLAIMER OF LIABILITY
6.1 THE APIs ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AVAILABILITY, ACCURACY, OR UNINTERRUPTED ACCESS.
6.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TERIAL SHALL NOT BE LIABLE TO ANY API USER, CREDENTIAL HOLDER, OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO: (A) ANY INTERRUPTION, SUSPENSION, MODIFICATION, OR DISCONTINUATION OF THE APIs; (B) ANY BREAKING CHANGE, WHETHER OR NOT NOTICE WAS PROVIDED; (C) ANY DOWNSTREAM IMPACT ON ANY DOWNSTREAM SYSTEM, APPLICATION, INTEGRATION, OR BUSINESS PROCESS RESULTING FROM THE USE OF, INABILITY TO USE, OR CHANGES TO THE APIs; (D) ANY UNAUTHORIZED ACCESS TO OR USE OF AN API KEY; OR (E) ANY LOSS OR CORRUPTION OF DATA TRANSMITTED THROUGH THE APIs, IN EACH CASE REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF TERIAL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THE FOREGOING, NOTHING IN THESE API TERMS SHALL LIMIT OR MODIFY ANY ENHANCED LIABILITY PROVISIONS SET FORTH IN A CREDENTIAL HOLDER'S UNDERLYING AGREEMENT WITH TERIAL, INCLUDING WITHOUT LIMITATION ANY PROVISIONS RELATING TO LOSS OR CORRUPTION OF CUSTOMER DATA ATTRIBUTABLE TO TERIAL'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE.
6.3 The Credential Holder acknowledges and agrees that it bears all risk associated with the use of the APIs by any person or entity using the Credential Holder's API Keys, including any consultants, integrators, or other third parties.
7. CONFIDENTIALITY
7.1 All API Keys, API Documentation not publicly available, and any non-public technical information relating to the APIs constitute Confidential Information of Terial. API Users shall treat such information in accordance with the confidentiality obligations set forth in the Credential Holder's underlying agreement with Terial, or where no such agreement exists, shall protect such information with at least the same degree of care used to protect its own confidential information of a similar nature, but in no event less than reasonable care.
8. DATA PROTECTION
8.1 To the extent that an API User accesses, receives, or Processes any Personal Data through the APIs, such API User shall comply with all Applicable Data Protection Laws and shall implement and maintain appropriate technical and organizational measures to protect the security and confidentiality of such Personal Data. The API User shall not Process any Personal Data obtained through the APIs for any purpose other than as expressly authorized by the Credential Holder and permitted under the Credential Holder's agreement with Terial.
9. SERVICE LEVELS
9.1 Terial does not currently offer a Service Level Agreement for API access. API availability and support are provided on a commercially reasonable basis and are subject to change at any time without notice. Any service level commitments set forth in a Credential Holder's underlying agreement with Terial apply solely to the Terial Solution as accessed through its standard web interface and mobile application, and do not extend to API access, API availability, or API performance unless expressly stated otherwise in a separate written addendum executed by Terial.
10. GENERAL
10.1 Terial may amend these API Terms at any time by posting the revised version on its website or by providing notice to the Credential Holder. With respect to any Credential Holder that is a party to an underlying agreement with Terial, material amendments to these API Terms shall be sent to such Credential Holder for acceptance in accordance with the amendment procedures set forth in such underlying agreement, and shall not be effective against such Credential Holder unless and until accepted in accordance therewith. With respect to all other API Users, continued use of the APIs following the posting of amended API Terms constitutes acceptance of the revised API Terms.
10.2 These API Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.
10.3 If any provision of these API Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.
10.4 In the event of any conflict between these API Terms and the terms of a Credential Holder's underlying agreement with Terial, these API Terms shall govern with respect to the technical use of and access to the APIs; provided, however, that nothing in these API Terms shall be construed to diminish, limit, or override any rights, protections, or remedies afforded to the Credential Holder under such underlying agreement, including without limitation any liability caps, enhanced liability provisions, indemnification rights, service level commitments, amendment procedures, or termination rights set forth therein.
