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CROWDTILT API TERMS OF USE

Last Updated: December 10, 2012

This document governs the terms under which you are permitted to access and use the application programming interface that is made available on this website, (the “Crowdtilt API”), and the data transmitted through the API (the “Crowdtilt Content”).[By clicking the “I AGREE” button] or downloading, accessing or using the Crowdtilt API or the Crowdtilt Content you agree to be bound by this document (the “API Agreement”). If you access or use any Crowdtilt API or Crowdtilt 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. You are only authorized to use the Service if you agree to abide by all applicable laws and this Agreement as it applies to you. If you do not have authority, or if you do not agree with the terms of this API Agreement, do not access or use the Crowdtilt API or Crowdtilt 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.

Crowdtilt may modify the terms of this Agreement from time to time, provided that any such modification shall be effective only after we have notified you of the modification (via an update to the terms delivered via email or through your account) and you subsequently signify your acceptance.

1. Purpose

Crowdtilt, Inc. (“Crowdtilt,” “we,” “our”) provides you with a flexible and extensive crowdfunding API to 1) offer group payments options, 2) enable collaborative consumption, and 3) develop crowd commerce applications.

Our goal is to continually evolve the Crowdtilt API based on your feedback. Please send questions and suggestions to [email protected]. If you elect to provide us with any feedback, you hereby assign all right, title and interest in and to such feedback to us, and acknowledge that we will be entitled to use, implement and exploit any such feedback in any manner without restriction, and without any obligation of confidentiality, attribution or compensation or other duty to account.

2. Registration

2.1 In order to access or use the Crowdtilt API, you must first register for and receive an API Key (“API Key”) and API Secret (“API Secret”). You must provide complete and accurate information as part of the registration process. You are licensed to use the Crowdtilt API and the Crowdtilt Data solely for the purpose you state in the application. You can request your API Key and API Secret by sending an email to [email protected].

2.2 By registering for an API Key, you represent and warrant that you have not previously had an API Key suspended or terminated by Crowdtilt. All queries sent to the Crowdtilt API requesting data must reference your valid API Key. You agree to keep your API Key and API Secret confidential and not to share it with any third party. In the event you lose your API Key or learn that it has been used by an unauthorized person or in an unauthorized manner, you must notify Crowdtilt immediately.

2.3 During the term of this Agreement, you will provide Crowdtilt with monthly reports containing such information about your usage of the Crowdtilt API as Crowdtilt may reasonably request.

3. License

3.1 Subject to the terms set forth in the API Agreement, Crowdtilt grants you a non-exclusive, revocable, non-sublicensable, non-transferable license during the term of this Agreement to (i) access and internally use the Crowdtilt API; (ii) display the Crowdtilt Content on your website or internet-connected application for mobile devices to the extent described on the Registration Form (“Your Application”); and (iii) reproduce and display the Crowdtilt name and/or logo (the “Crowdtilt Brand Features”) solely in order to comply with section 5 of this agreement (the “Branding Requirements”).

3.2 You may not use the API, Crowdtilt Content, or Crowdtilt Brand Features for any other purpose without Crowdtilt’s prior written consent. These license rights are further limited by the restrictions set forth elsewhere in this API Agreement, and all rights not expressly granted to you hereunder are reserved by Crowdtilt. You acknowledge and agree that Crowdtilt may monitor Your Application in order to confirm compliance with the API Agreement and may request information at any time to support your compliance with this API Agreement. Should you fail to provide responsive information, or if Crowdtilt, in its sole discretion, determines that you or Your Application are not complying with this API Agreement, Crowdtilt may terminate your license and invalidate your API Key with or without notice to you.

4. Non-Permitted Purposes; API Restrictions

You may not use the Crowdtilt API or the Crowdtilt Content for activities that:

(i) violate any law, statute, ordinance or regulation;

(ii) relate to sales of (a) narcotics, steroids, certain controlled substances or other products that present a risk to consumer safety, (b) drug paraphernalia, (c) items that encourage, promote, facilitate or instruct others to engage in illegal activity, (d) items that promote hate, violence, racial intolerance, or the financial exploitation of a crime, (e) items that are considered obscene, (f) items that infringe or violate any copyright, trademark, right of publicity or privacy or any other proprietary right under the laws of any jurisdiction, (g) certain sexually oriented materials or services, (h) ammunition, firearms, or certain firearm parts or accessories, or (i) certain weapons or knives regulated under applicable law; (j) counterfeit goods and/or items subject to U.S. embargo;

(iii) relate to transactions that (a) show the personal information of third parties in violation of applicable law, (b) support pyramid or ponzi schemes, matrix programs, other "get rich quick" schemes or certain multi-level marketing programs, (c) are associated with purchases of real property, annuities or lottery contracts, lay-away systems, off-shore banking or transactions to finance or refinance debts funded by a credit card, (d) are for the sale of certain items before the seller has control or possession of the item, (e) are by payment processors to collect payments on behalf of merchants, (f) are associated with the following Money Service Business activities: the sale of traveler's checks or money orders, currency exchanges or check cashing, (g) provide certain credit repair or debt settlement services,

(iv) involve the sale of products or services identified by government agencies to have a high likelihood of being fraudulent;

(v) violate applicable laws or industry regulations regarding the sale of (a) tobacco products, or (b) prescription drugs and devices;

(vi) involve gambling, gaming and/or any other activity with an entry fee and a prize, including, but not limited to casino games, sports betting, racing bets, lottery tickets, other ventures that facilitate gambling, games of skill (whether or not it is legally defined as a lottery) and sweepstakes unless the operator has obtained prior approval from Crowdtilt, and the operator and customers are located exclusively in jurisdictions where such activities are permitted by law.

Further, you may not:

(i) repackage or resell the Crowdtilt API or Crowdtilt Content;

(ii) use the Crowdtilt API or Crowdtilt Content in any manner that does or could potentially undermine its security;

(iii) interfere with, modify or disable any features, functionality or security controls of the Crowdtilt API or Crowdtilt Content;

(iv) defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms for the Crowdtilt API or Crowdtilt Content;

(v) copy, reproduce, modify, translate, prepare derivative works of, de-compile, reverse engineer, disassemble or otherwise attempt to derive source code from the Crowdtilt API or Crowdtilt Content; or

5. Branding Requirements

5.1 In order to properly attribute credit to Crowdtilt, you shall place the following mark prominently in Your Application.

The mark must appear at a minimum height of 30 pixels, and clearing space and guidelines must be followed. The mark cannot be modified, covered, separated, cut apart, or otherwise reduced in its prominence in any way.

5.2 When placing the mark in Your Application, you must choose two out of the following three placement options.

  1. Visible with the Payment Call to Action.
  2. Visible on the checkout page requesting credit card details.
  3. [Required] In the payment receipt email. A hyperlinked text version stating “Group payments powered by Crowdtilt” is also accepted.

Attribution must always link back to https://www.crowdtilt.com

5.3 In unique circumstances, Crowdtilt reserves the right to require you to not place any attribution to Crowdtilt in Your Application. Crowdtilt will inform you individually and in a timely manner. Failure to timely and completely comply with such request may result in termination.

6. Ownership

6.1 Crowdtilt Property: You expressly acknowledge that Crowdtilt retains all worldwide right, title, and interest in and to the Crowdtilt Content, including all intellectual property rights therein. You also acknowledge that as between you and Crowdtilt, Crowdtilt owns all right, title, and interest in and to the Crowdtilt API, Crowdtilt Brand Features, and the Crowdtilt service (and any derivative works or enhancements thereof), including but not limited to all intellectual property rights therein. You agree not to do anything inconsistent with such ownership. Any rights not expressly granted herein are reserved to Crowdtilt. You agree that you will not challenge Crowdtilt's ownership of, the validity of any license to use, or otherwise copy or exploit the Crowdtilt Brand Features during or after the termination of this agreement except as specifically authorized herein. If you acquire any rights in the Crowdtilt Brand Features or any confusingly similar marks, by operation of law or otherwise, you will, at no expense to Crowdtilt, immediately assign such rights to Crowdtilt.

6.2 Crowdtilt Development. You understand and acknowledge that Crowdtilt may be independently creating applications, content and other products or services that may be similar to or competitive with Your Application and its content, and nothing in this API Agreement will be construed as restricting or preventing Crowdtilt from creating and fully exploiting such applications, content and other items, without any obligation to you.

7. Privacy

7.1 Crowdtilt's collection and use of personal information from its users and developers is governed by Crowdtilt's Privacy Policy. You understand and agree that Crowdtilt may access, preserve, and disclose your personal information and your developer account details and content if required to do so by law or in a good faith belief that such access, preservation, or disclosure is reasonably necessary to comply with legal process or protect the rights, property and/or safety of Crowdtilt, its affiliates or partners, its subscribers, or the general public.

7.2 For information you obtain from users of Your Application or the Crowdtilt API, you will, at all times, maintain a privacy policy that tells users what information you are going to use, and how you will use, display, share or transfer that information. You must clearly post a link to your privacy policy at the point or points such information is collected and you must seek a user's informed written consent at any time that you are collecting and/or will make available to third parties such user's personally identifiable information. At all times you must comply with your privacy policy in the collection, use, display, sharing and storage of such information.

7.3 You must implement reasonable technical, physical, and administrative security measures to protect any Crowdtilt Content and any personal data obtained from the Crowdtilt API or otherwise from users of Your Application.

8. Publicity

8.1 You may promote Your Application, including talking to traditional and online media and your users about Your Application, so long as you do so truthfully and without implying that Your Application is created or endorsed by Crowdtilt (or otherwise embellishing your relationship with Crowdtilt) or by a third party content provider or any person or character associated with any particular title. For example, you may factually state that Your Application is a "Crowdtilt application" or an application for use with Crowdtilt (so long as you are in full compliance with this API Agreement).

8.2 Crowdtilt reserves the right to issue publicity and promotional materials mentioning and/or describing Your Application without your consent.

9. 501(c)(3) Charitable Donations Liability

If you or your end-users operate a 501(c)(3) organization you may offer service receipts to donors as a convenience. You acknowledge that not all payments made may be eligible for classification as tax deductible and you agree to assume full liability for classification of transactions. Crowdtilt specifically disclaims all liability in this regard.

10. Support

10.1 Support in General

Crowdtilt has no obligation to provide you or your end users with support. You are solely responsible for providing end user support and any other technical assistance for Your Application. Crowdtilt may redirect end users and potential users of Your Application to your email address associated with your developer account for purposes of answering general Application inquiries and support questions. If Crowdtilt elects at any time to provide support, Crowdtilt may terminate the support at any time without notice to you for any or no reason.

10.2 Premium Support

Crowdtilt may, but is not obligated to, offer advanced support and integration help that will be provided at a premium. The terms of any premium support will be established in a separate written agreement between the parties.

11. API Modifications

Crowdtilt has the right but not the obligation to release subsequent versions of the Crowdtilt API and to require you to obtain and use the most recent version. Crowdtilt may remove and/or cease supporting previous versions of the Crowdtilt API.

12. Fees and Payments

12.1 Transaction Fees

You agree to pay Crowdtilt 1% of the value of all transactions processed via or through the Crowdtilt API and/or Your Application in accordance with this Section. We may update such pricing from time to time and will provide you notice of any such updates, to take effect upon your subsequent acceptance of an update to this API Agreement or similar mechanism. We reserve the right to suspend your access to the Crowdtilt API pending such acceptance.

12.2 Billing Arrangements

Other than the transaction fee contemplated above, the API is currently provided for free, but we do reserve the right to charge for the usage of the API in the future.

Balances will be settled between your account and Crowdtilt's account at the end of each billing cycle, unless your account is under reserve holding conditions. A billing cycle is considered to begin and end on the 15th day of each month.

In order to settle balances, Crowdtilt will send you an invoice, payable within 14 days of receipt. All fees are exclusive of applicable sales, excise, use or similar taxes. You shall pay all such taxes either directly or to Crowdtilt, as required by applicable law or regulation. If payment is not made on the due date, Crowdtilt may charge you a late fee on the unpaid balance at the lesser of one and one half percent (1.5%) per month or the maximum lawful rate permitted by applicable law, rounded to the next highest whole month and compounded monthly.

13. Termination

Crowdtilt reserves the right, in its sole discretion (for any reason or for no reason) and at any time without notice to you, to change, suspend or discontinue the Crowdtilt API and/or suspend or terminate your rights under the API Agreement to access, use and/or display (as applicable) the Crowdtilt API, Crowdtilt Brand Features and/or any Crowdtilt Content. Any termination of this API Agreement will also immediately terminate the licenses granted to you hereunder. Such change, suspension or termination of the Crowdtilt API may cause your existing services using the Crowdtilt API to stop functioning properly. Upon any termination of the API Agreement, you will promptly delete and remove all calls to the Crowdtilt API from all web pages, scripts, widgets, applications (including Your Application), 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 Crowdtilt API, Crowdtilt Brand Features and/or any Crowdtilt Content; and you will promptly certify in writing to Crowdtilt that such actions have been taken. Sections 3.2, 4, 6, 8.2, 12 (to the extent payment obligations have arisen prior to termination), and 13-17 shall survive any termination of this API Agreement.

14. Indemnity and Limitation of Liability

You agree that your use of the Crowdtilt API is at your own risk and you agree to hold harmless, defend (subject to Crowdtilt’s right to participate with counsel it selects) and indemnify Crowdtilt 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 end users’ use or implementation of the Crowdtilt API or any Crowdtilt Content obtained from the Crowdtilt API, (ii) Your Application, and/or (iii) your breach of Section 3, 4, 6, 7 or 9 of this API Agreement. You will not agree to any settlement that imposes any obligation on Crowdtilt without Crowdtilt’s prior consent.

CROWDTILT’S AGGREGATE LIABILITY ARISING UNDER THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS RECEIVED BY CROWDTILT YOU HEREUNDER IN THE SIX (6) MONTH PRECEDING THE CLAIM. IN NO EVENT SHALL CROWDTILT BE LIABLE TO ANY PARTY FOR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, LOST PROFITS OR ANY OTHER SPECIAL, CONSEQUENTIAL, INCIDENTAL, OR INDIRECT DAMAGES, LOSSES, COSTS OR EXPENSES OF ANY KIND, HOWEVER CAUSED, AND WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER THEORY OF LIABILITY REGARDLESS OF WHETHER CROWDTILT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, LOSSES, COSTS OR EXPENSES.

15. No Warranties

THE CROWDTILT API, CROWDTILT BRAND FEATURES AND CROWDTILT CONTENT ARE PROVIDED “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” WITHOUT WARRANTY, OF ANY KIND AND AT YOUR SOLE RISK. EXCEPT TO THE MAXIMUM EXTENT REQUIRED BY APPLICABLE LAW, CROWDTILT DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, CONDITIONS, AND DUTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE API, CROWDTILT BRAND FEATURES AND ANY CROWDTILT CONTENT, INCLUDING, WITHOUT LIMITATION, ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, INTERFERENCE WITH QUIET ENJOYMENT AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. FURTHER, CROWDTILT DISCLAIMS ANY WARRANTY THAT YOUR USE OF THE API OR ANY CLIENT ID WILL BE UNINTERRUPTED, SECURE, TIMELY OR ERROR FREE.

FOR JURISDICTIONS THAT DO NOT ALLOW US TO LIMIT OUR LIABILITY: NOTWITHSTANDING ANY PROVISION OF THESE TERMS, IF YOUR JURISDICTION HAS PROVISIONS SPECIFIC TO WAIVER OR LIABILITY THAT CONFLICT WITH THE ABOVE THEN OUR LIABILITY IS LIMITED TO THE SMALLEST EXTENT POSSIBLE BY LAW. SPECIFICALLY, IN THOSE JURISDICTIONS NOT ALLOWED, WE DO NOT DISCLAIM LIABILITY FOR: (A) DEATH OR PERSONAL INJURY CAUSED BY ITS NEGLIGENCE OR THAT OF ANY OF ITS OFFICERS, EMPLOYEES OR AGENTS; OR (B) FRAUDULENT MISREPRESENTATION; OR (C) ANY LIABILITY WHICH IT IS NOT LAWFUL TO EXCLUDE EITHER NOW OR IN THE FUTURE. IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE THEN THE FOLLOWING APPLIES. FOR EXAMPLE, CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THIS AGREEMENT, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR." YOU HEREBY WAIVE THIS SECTION OF THE CALIFORNIA CIVIL CODE. YOU HEREBY WAIVE ANY SIMILAR PROVISION IN LAW, REGULATION, OR CODE THAT HAS THE SAME INTENT OR EFFECT AS THE AFOREMENTIONED RELEASE.

16. Limited Relationship

Crowdtilt 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. Although during the term of this Agreement you are permitted to make public statements concerning your use of the Crowdtilt API, you agree not to make any statements, without the prior written consent of Crowdtilt, implying a different kind of relationship between you and Crowdtilt, including any expressed or implied endorsement of your content, products, or services by Crowdtilt. You do not have any authority of any kind to bind Crowdtilt in any respect whatsoever.

17. Miscellaneous

This API Agreement encompasses the entire agreement between you and Crowdtilt regarding the subject matter discussed therein. This API Agreement, and any disputes arising from or relating to the interpretation thereof, will be governed by and construed under the laws of the State of California without regard to its conflict of law provisions. You agree to personal jurisdiction by and venue in the state and federal courts of the State of California, City of San Francisco. You also agree that, in the event of a breach of the API Agreement or your unauthorized use of the Crowdtilt API, Crowdtilt shall be entitled to obtain injunctive relief against you without the necessity of posting a bond. The failure of Crowdtilt to exercise or enforce any right or provision of this 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 this 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. Your rights and obligations under this API Agreement are not assignable, transferable or sub-licensable, in whole or in part, by you except with Crowdtilt’s prior written consent. Any attempt to do so is void. Crowdtilt may assign its rights or obligations under this API Agreement, in whole or in part, at any time with or without notice to you. The section titles in this API Agreement are for convenience only and have no legal or contractual effect.

  1. Contact and Violations

Please contact Crowdtilt with any questions regarding this API Agreement. Please report any violations of this API Agreement to [email protected]