This document governs the terms under which you may access and use the application programming interface that is made available on this website (the "API") and the data transmitted through the API (the "CrowdTrust Content"), as provided below. This document incorporates the terms of the following additional documents, including all future amendments or modifications thereto (collectively, and together with this document, the "API Agreement"):
By accessing or using the API or CrowdTrust Content, you agree to be bound by the API Agreement. If you access or use the API or CrowdTrust Content on behalf of a company, principal or other entity, you represent that you have authority to bind such entity and its affiliates to the API Agreement and that it is fully binding upon them. In such case, the term "you" will refer to such entity and its affiliates. If you do not have authority, or if you do not agree with the terms of the API Agreement, you may not access or use the API or CrowdTrust Content. You should read and keep a copy of each component of the API Agreement for your records. In the event of a conflict among them, the terms of this document will control.
The API is made available by CrowdTrust Inc. ("CrowdTrust") to enable you to access valuable due diligence information on your website or mobile properties, including mobile apps ("Your Site") for use by the visitors to Your Site (the "Users"). With this in mind, CrowdTrust reserves the right to continually review and evaluate all uses of the API, including determining that a particular usage would be more competitive in nature than complementary to CrowdTrust's own services.
CrowdTrust reserves the right to modify the API Agreement at any time. If CrowdTrust reasonably determines that a modification may adversely impact You, CrowdTrust will provide ten (10) days prior email notice to You using the email address You provided to us during registration. IF YOU DO NOT WISH TO BE BOUND TO ANY NEW OR MODIFIED TERMS, YOU MUST TERMINATE THE API AGREEMENT BY CEASING USE OF THE API WITHIN TEN (10) DAYS OF RECEIPT OF SUCH NOTICE.
In order to access or use the API, you must first register for and receive a valid set of CrowdTrust API keys. You are only allowed to register for and use one set of login credentials, unless otherwise permitted by CrowdTrust in writing, including via email. All queries sent to the API requesting data must reference your valid login credentials. You agree to keep your login credentials confidential and not to share them with any third party.
Subject to the terms set forth this API Agreement, CrowdTrust grants you a non-exclusive, revocable, non-sublicensable, non-transferable license to access and use the CrowdTrust Content to perform background and regulatory enforcement history checks on issuers of securities to determine whether the issuer is eligible for an exemption from the registration requirements of the Securities Act of 1933.
You may not use the API or CrowdTrust Content for any other purpose without CrowdTrust's prior written consent. These license rights are further limited by the restrictions set forth elsewhere in the API Agreement, and all rights not expressly granted to you hereunder are reserved by CrowdTrust. You acknowledge and agree that CrowdTrust may monitor Your Site in order to confirm compliance with the API Agreement.
By using the API, you represent and warrant that you are conducting a background and regulatory enforcement check on an issuer for the purpose of determining eligibility for an exemption from the registration requirements of the Securities Act of 1933 and for no other purpose. You agree that you will not display any CrowdTrust Content to the public via your website or otherwise and that you will remove any such display within twenty-four (24) hours upon receipt of email or other written request from CrowdTrust.
You agree that you will not, and will not assist or enable others to:
As between you and CrowdTrust, the API, CrowdTrust Content, and all intellectual property rights contained in the foregoing, are and will at all times remain the sole and exclusive property of CrowdTrust and are protected by applicable intellectual property laws and treaties (whether those rights happen to be registered or not, and wherever in the world those rights may exist.). You agree that at no time during or after the termination of the API Agreement will you attempt to register any trademarks (including domain names) that are confusingly similar in any way to those of CrowdTrust Content.
CrowdTrust reserves the right, in its sole discretion (for any reason or for no reason) and at any time without notice or liability, to change, suspend or discontinue the API and/or suspend or terminate your rights under the API Agreement to access, use and/or display (as applicable) the API and/or any CrowdTrust Content. Should CrowdTrust suspend or discontinue the API, CrowdTrust agrees to refund to you any amount prepaid for use of the API for dates after such suspension or discontinuation. Such change, suspension or termination of the API may cause your existing services using the API to stop functioning properly. Any termination of the API Agreement will also immediately terminate the licenses granted to you hereunder. Upon any termination of the API Agreement, you will promptly delete and remove all calls to the API from all web pages, scripts, widgets, applications, and other software in your possession or under your control; promptly destroy and remove from all computers, hard drives, networks and other storage media all copies of the API, and/or any CrowdTrust Content; and you will promptly certify in writing to CrowdTrust that such actions have been taken.
You agree that your use of the API is at your own risk and you agree to hold harmless, defend (subject to CrowdTrust's right to participate with counsel it selects) and indemnify CrowdTrust and its subsidiaries, affiliates, officers, agents, employees and suppliers from and against any and all claims, damages, liabilities, costs and fees (including reasonable attorneys' fee) arising from, or in any way related to (i) your or your Users' use or implementation of the API or any CrowdTrust Content obtained from the API or (ii) any content on Your Site, including any statements, representations or warranties related to CrowdTrust. You will not agree to any settlement that imposes any obligation on CrowdTrust without CrowdTrust's prior consent.
YOU AGREE THAT CROWDTRUST SHALL HAVE NO LIABILITY ARISING FROM OR BASED ON YOUR USE OF THE API. REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, AND EXCEPT FOR BODILY INJURY, IN NO EVENT SHALL CROWDTRUST OR ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, EMPLOYEES AND SUPPLIERS BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE API, EVEN IF CROWDTRUST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE. ANY CLAIM ARISING OUT OF OR RELATING TO THE API AGREEMENT MUST BE BROUGHT WITHIN (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM. IF SUCH CLAIM IS NOT FILED, THEN THAT CLAIM IS PERMANENTLY BARRED. THIS APPLIES TO YOU AND YOUR SUCCESSORS, AND TO CROWDTRUST AND ITS SUCCESSORS. NOTWITHSTANDING THE FOREGOING, CROWDTRUST'S MAXIMUM LIABILITY UNDER THIS API AGREEMENT SHALL NOT, IN ANY EVENT, EXCEED US $50.00.
CrowdTrust and you are, and will remain, independent contractors, and nothing in the API Agreement will be construed as creating an employer-employee relationship, partnership or joint venture. You do not have any authority of any kind to bind CrowdTrust in any respect whatsoever. You agree not to make any public statements about CrowdTrust, information provided by CrowdTrust’s API, or your relationship with CrowdTrust under this agreement, without the prior written consent of CrowdTrust, which CrowdTrust may grant or withhold in its sole discretion. You further agree to not imply a different kind of relationship between you and CrowdTrust, including any implied endorsement of your content, products, or services by CrowdTrust.
The API Agreement encompasses the entire agreement between you and CrowdTrust regarding the subject matter discussed therein. The failure of CrowdTrust to exercise or enforce any right or provision of the API Agreement will not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein will not be deemed a waiver of any further rights hereunder. If any provision of the API Agreement is found to be unenforceable or invalid, that provision will be replaced with terms that most closely match the intent of the provision that is not enforceable to the minimum extent necessary so that the remaining API Agreement will otherwise remain in full force and effect and enforceable. The API Agreement is not assignable, transferable or sublicensable, in whole or in part, by you except with CrowdTrust's prior written consent. CrowdTrust may assign the API Agreement, in whole or in part, at any time with or without notice to you. The section titles in the API Agreement are for convenience only and have no legal or contractual effect.
Sections 6, 8, 9, 10, 12, 13 and this 14 will survive any expiration or termination of this API Agreement for any reason.
Please contact CrowdTrust with any questions regarding the API Agreement. Please report any violations of the API Agreement here.