SMALL FOOTPRINT MEDIA LLC API TERMS OF SERVICE

1. Terms of Service

SMALL FOOTPRINT MEDIA LLC (“SFM” “we,” “our,” or “us”) operates an application programming interface (“API”) service and all other software, sites, and services offered by SFM in connection to the API (“API Service”). This API Terms of Service agreement (“Agreement”) governs the terms of your API Service account (“(“API Account”) and the terms by which You (the “User”, “You”, or “Your”) may access and use the API Service.

If you open an API Account on behalf of a client, company, organization, or other entity, then “You” includes You and that client, company, organization, or other entity, and You represent and warrant that: (a) You are an authorized representative of the client, company, organization, or other entity with the authority to bind the client, company, organization, or other entity to this Agreement, and (b) You have the express authorization of the client, company, organization or other entity to create and operate an account on behalf of the client, company, organization or other entity, and (c) You agree to this Agreement on the client, company, organization or other entity’s behalf.

Use of the API service also means that you agree to our general Terms of Use. When there is a conflict between our general Terms of Use and this API Terms of Service, this API Terms of Service shall prevail.

PLEASE READ THE FOLLOWING AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION CONTAINED HEREIN. This AGREEMENT applies to You or anyone else who accesses the API Service. THIS IS A CONTRACT BETWEEN YOU AND SFM. By accessing or using the API Service, you signify that you have read, understood, and agree to be bound by this AGREEMENT. If you are not eligible to use the API Service, or do not agree to the terms and conditions of this Agreement, you do not have our permission to use the API Service.

You must read through the entire API Terms of Service and the SFM Terns of Use and agree with all of the details of both before you use any of our API Services (whether or not you have a paid account).

You must terminate this Agreement and cancel Your API Account in writing by sending notice to:

Small Footprint Media LLC
4340 Redwood Hwy., Suite F222
San Rafael Ca 94903

An email or phone request to terminate this Agreement and to cancel Your API Account is not considered cancellation.

If you have any questions about this Agreement, please contact us at any time at apisupport@scsage.com.

2. Use of the API Service

Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the API Service as permitted under the pricing plan you select (“Service Plan”) and features of the API Service provided for under that Service Plan. Your API Account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion.

You expressly understand and agree that Your use of the API Service is at your sole risk and that the API Service is provided “as is” and “as available.”. We do not warrant to you that: (a) Your use of the API Service shall meet Your requirements, (b) Your use of the API Service shall be uninterrupted, timely, secure or free from error, (c) the results or Processed Data provided by the API Service shall be accurate, (d) the quality of the API service shall meet your expectations and (e) any errors in the API Service shall be fixed.

The API Service is controlled and operated from facilities in the United States. SFM makes no representations that the API Service is appropriate or available for use in other locations. If You access or use the API Service from other jurisdictions You do so of Your own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the API Service if You are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the API Service are solely directed to individuals, companies, or other entities located in the United States.

The API Service may only be accessed using identification and password credentials provided by Us (“API Credentials”). You may only have one set of API Credentials per API Account. You are solely responsible for the activity that occurs on Your API Account, and You must keep your Access Credentials secure. You agree that You shall not allow access to the API Service to anyone who is not You. You must notify SFM immediately of any breach of security or unauthorized use of Your API Account. SFM shall not be liable for any losses caused by any unauthorized use of Your API Account.

We reserve the right to enforce access quotas and usage limits to the API at Our sole discretion, with or without notice, which may result in Our disabling or throttling your usage of the API Service for any amount of time.

You acknowledge and agree that We may, without prior notice, and without limitation, make changes to the API Service, cease providing the API Service or features of the API Service, add or remove functionality or elements of the Processed Data, or modify Fee and payment policies. If we permanently or temporarily suspend Your access to the API Service or terminate Your API account, for any reason including but not limited to, if in Our sole determination You violate any provision of this Agreement, we shall not be liable to You or to any third party. Upon termination of your API Account, for any reason or no reason, you continue to be bound by this Agreement.

3. Billing for API Service

You shall be charged monthly in advance for Service Plan base fees and monthly in arrears for Service Plan usage fees (jointly and severally, “Fees”). You may cancel the API Service at any time, however; there are no Fee refunds for cancellation, or credits for partial months of API Service, upgrade/downgrade refunds, or refunds for months unused with an active API Account. In the event that SFM suspends or terminates Your API Service, You understand and agree that You shall receive no refund or exchange for any unused time on a Service Plan or for any Fees for any portion of the API Service, or for anything else.

Unless otherwise agreed to in writing, (a) Fees are solely based on Our measurements of Your use of the API Service, and (b) all Fees shall be charged to Your credit card on a monthly basis. You expressly authorize Us to process charges for Fees to Your credit card on file with Us.

All Fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and You shall be responsible for payment of all such taxes, levies, or duties.

SFM may add new API Services for additional fees and charges, add or amend fees and charges for existing API Services, at any time in its sole discretion. Any change to our pricing or payment terms shall become effective in the billing cycle following notice of such change to You as provided in this Agreement. We’ll warn You 30 days in advance of any such changes.

4. Changes to the Agreement and Notice

We may make changes to the API Terms of Service from time to time. We may provide notifications of changes to You via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by SFM in Our sole discretion. SFM reserves the right to determine the form and means of providing You notifications. SFM may, in its sole discretion, modify or update this Agreement from time to time, and so You should review this page periodically. When We change the Agreement in a material manner, We shall update the ‘last modified’ date at the bottom of this page.

You may reject the changes by terminating Your API Account. You understand and agree that if You use the API Service after the date on which the API Terms of Service have changed, We shall treat Your use as acceptance of the updated API Terms of Service.

5. Data and Content Usage and Ownership; Property Rights

For the purposes of this Agreement, “Intellectual Property” and “Intellectual Property Rights” means all of the following and the rights thereto: patent, copyright, mask work, moral, publicity, trademarks, trade dress and service marks, goodwill, trade secrets, data, content and other intellectual property as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

Use of the API Services requires You to make requests which may include data and other information which you provide (“Request Content”). In response to your requests we shall provide You with Our proprietary data and other information (“Processed Data”).

We are the sole Intellectual Property Rights owner of Processed Data and SFM reserves all rights to the Processed Data not expressly granted in this Agreement, and no right or license in the Processed Data is granted to you, except as expressly set forth in this Agreement.

We grant You a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the Processed Data as part of the API Service. This license is for the sole purpose of enabling You to use the API Service as provided for, and in the manner permitted by, this Agreement.

You may publish Processed Data stand alone or as part of a package of services which you offer. You agree that if You repackage Processed Data the repackaged Processed Data shall not be considered derivative data or derivative work for purposes of establishing it as Intellectual Property, and should it ever be determined by a court of competent jurisdiction that any such derivative data or derivative work is Intellectual Property, the sole owner of Intellectual Property Rights therein is explicitly agreed to be SFM.

You cannot cache or save or reuse any Processed Data, except if the saving, or caching or the reuse of Processed Data is authorized under or API Documentation, as updated from time to time. In regard to the caching or saving or reuse of any Processed Data Our API Documentation is incorporated herein by reference and made a part hereof. Under some circumstances We may use response caching of Processed Data in which case API responses may include Processed Data which is not current at the time of the request.

When You provide Us with Request Content, You agree that Your disclosure is unsolicited and without restriction and shall not place Us under any rights, fiduciary or other obligation, and that We are free to retain and use any and all Request Content, in any way without restriction, and without any additional compensation to You. You agree that We may cache or save Request Content and create derivative works therefrom and that any such derivative Processed Data works are Our sole Intellectual Property and that You have no Intellectual Property Rights, or any other property rights, therein.

In connection with submitted Request Content, You affirm, represent and warrant the following:

(a) You have obtained and are solely responsible for obtaining all consents as may be required by law to submit Request Content received from third parties, including (without limitation) the written consent and release of any Intellectual Property Rights therein.

(b) Your submission of Request Content and SFM’s use thereof as contemplated by this Agreement shall not violate any law or infringe any rights of any third party, including but not limited to any Intellectual Property Rights and privacy rights.

(c) SFM may exercise its rights to Your Request Content granted under this Agreement without liability for payment of any guild fees, residuals, payments, fees, or royalties payable under any third party agreement with You or otherwise.

You may choose to submit ideas about the Service, including but not limited to ideas about improving the Service or Our products (“Ideas”). By submitting any Idea, You agree that Your disclosure is unsolicited and without restriction and shall not place SFM under any fiduciary or other obligation, and that We are free to use the Idea without any additional compensation to You, and that we can disclose the Idea on a non-confidential basis to anyone. You further acknowledge that, by acceptance of your Ideas, SFM does not waive any rights to use similar or related ideas previously known to SFM, or developed by its employees or subcontractors, or obtained from sources other than You.

Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any SFM Intellectual Property Rights, and except as otherwise provided for in this Agreement, You may not (and You may not permit anyone else to): (a) cache or save Processed Data; or (b) relicense, resell or otherwise redistribute Processed Data in any way that would compete or otherwise diminish Our ability to sell Our products or that is not expressly provided for in this Agreement; or (c) copy, modify, adapt, create a derivative work of, reverse engineer, disassemble, decompile or otherwise attempt to extract the source code of, the API Service or any part thereof, including but not limited to Processed Data; or (d) attempt to derive or gain unauthorized access to the API Service, Processed Data or methods used to compile the Processed data; or (e) or attempt to disable or circumvent any security mechanisms used by Us to prevent access to the API Service, Processed Data or methods used to compile the Processed Data.

You acknowledge that You do not own the API Account You use to access the API Service, nor do You possess any rights of access or rights to data stored by SFM on SFM servers, including without limitation any data representing or embodying any or all of Your Request Content. You agree that SFM has the absolute right to manage, regulate, control, modify or eliminate Request Content as it sees fit in its sole discretion, in any general or specific case, and that SFM shall have no liability to You based on its exercise of such right. All data on SFM’s servers are subject to deletion, alteration or transfer.

NOTWITHSTANDING ANY VALUE ATTRIBUTED TO SUCH DATA BY YOU OR ANY THIRD PARTY, YOU UNDERSTAND AND AGREE THAT ANY DATA, ACCOUNT HISTORY AND ACCOUNT CONTENT RESIDING ON SFM’S SERVERS, MAY BE DELETED, ALTERED, MOVED OR TRANSFERRED AT ANY TIME FOR ANY REASON IN SFM’S SOLE DISCRETION, WITH OR WITHOUT NOTICE AND WITH NO LIABILITY OF ANY KIND. SFM DOES NOT PROVIDE OR GUARANTEE, AND EXPRESSLY DISCLAIMS, ANY VALUE, CASH OR OTHERWISE, ATTRIBUTED TO ANY DATA RESIDING ON SFM’S SERVERS.

6. Security

SFM uses commercially reasonable physical, managerial, and technical safeguards to preserve the integrity and security of its systems. However, We cannot guarantee that unauthorized third parties will never be able to defeat Our security measures to access Your API Service or to interfere with the delivery of Processed Data. You acknowledge that You use the API Service and Processed Data at Your own risk.

7. Third-Party Links and Information

Processed Data may contain links to third-party materials that are not owned or controlled by SFM. SFM does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If You access a third-party website or service from the Processed Data You do so at Your own risk, and You understand that this Agreement does not apply to Your use of such sites. You expressly relieve SFM from any and all liability arising from Your use of any third-party website, service, or content, without limitation.

8. Indemnity

You agree to defend, indemnify and hold harmless SFM and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (a) Your use of and access to the API Service and any data or content transmitted or received by You; (b) Your violation of any term of this Agreement, including without limitation Your breach of any of the representations and warranties above; (c) Your violation of any third-party right, including without limitation any right of privacy or Intellectual Property Rights; (d) Your violation of any applicable law, rule or regulation; (e) use of Request Content including without limitation misleading, false, or inaccurate information; (f) Your shallful misconduct; or (g) any other party’s access and use of the API Service with your API Credentials.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SFM, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODSHALL, BUSINESS REPUTATION, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THE API SERVICE. UNDER NO CIRCUMSTANCES SHALL SFM BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE API SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SFM ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF PROCESSED DATA; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR API SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE API SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR API SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE API SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL SFM, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO SFM HEREUNDER OR $100.00, WHICHEVER IS GREATER.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF SFM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT SHALL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

10. Governing Law, Arbitration, and Class Action/Jury Trial Waiver

You agree that: (i) the Service shall be deemed solely based in California; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over Us, either specific or general, in jurisdictions other than California. This Agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in, Marin County, California for any actions for which We retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that, Marin County, California is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.

READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM SFM. For any dispute with SFM, You agree to first contact us at info@smallfootprintmedia.com and attempt to resolve the dispute with Us informally. In the unlikely event that SFM has not been able to resolve a dispute it has with You after sixty (60) days, We each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, “Claims”), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration shall be conducted in Marin County, California, unless You and SFM agree otherwise. Each party shall be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys’ fees and reasonable costs for expert and other witnesses. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing SFM from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights.

WITH RESPECT TO ALL PERSONS AND ENTITIES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES’ INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND SFM ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

11. General

This Agreement, together with any amendments hereto and any additional agreements You may enter into with SFM in connection with the API Service, shall constitute the entire agreement between You and SFM concerning the Service. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.

No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and SFM’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by You, but may be assigned by SFM without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

Notwithstanding any termination of this Agreement for any reason whatsoever and with or without cause, the provisions of Sections 3, 5, 8, 9, 10 and this Section 11 and any other provisions of this Agreement necessary to give efficacy thereto will continue in full force and effect following such termination.

This Agreement was last modified on January 1, 2024