Terms of use

This API Addendum (this "Addendum") applies to your access and use of (a) CalypsoAI's application programming interface (the "API") and (b) all related keys, programming instructions, tools, protocols, and other materials made available to you in connection with the API (the "API Materials").

This Addendum governs your use of the API Materials and is in addition to the terms and conditions contained in the order form between CalypsoAI and you (the "Order Form") and the CalypsoAI terms of use incorporated into such Order Form (the "Terms") (the Order Form and the Terms, collectively, the "Agreement"). Capitalized terms used but not defined in this Addendum have the meanings given to them in the Agreement. If there is a direct conflict between this Addendum and the Agreement, this Addendum will control to the extent of the conflict.

1. License and Related Terms.
   1.1 License Grant. Subject to your compliance with this Addendum, and for the term of this Addendum, CalypsoAI grants you a personal, revocable, limited, non-exclusive license to use the API Materials solely for the purposes of (a) integrating your applicable software application(s) ("Your Applications") with the API and (b) otherwise exercising your rights and performing your obligations in the Agreement. CalypsoAI may revoke this license at any time for any reason. CalypsoAI may also limit API calls from Your Applications if CalypsoAI determines in its sole judgment the number of API calls is excessive.
   1.2 Accounts. You may be required to create an account (which may include an API security key) (an "Account") to access and use the API Materials. You (a) may not share your Account information (including API security keys) with any third party, (b) will keep your Account and all information (including API security keys) secure, and (c) will only use your Account to access the API Materials. You are solely responsible for all activity that occurs under your Account.
   1.3 License Restrictions. You will not use any API Materials beyond the scope of the license granted in Section 1.1. Without limiting the foregoing, you will not, and will not permit any third party to, in whole or in part: (a) reproduce, distribute, or otherwise make any API Materials available to any third party; (b) provide your access credentials to your Account to any third party or permit any third party to access such Account without CalypsoAI's prior written consent; (c) make excessive API calls (as determined in CalypsoAI's sole discretion); (d) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of any API Materials; (e) access or use any API Materials in order to build a similar or competitive product; (f) remove any proprietary notices from any API Materials; (g) use any API Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; (h) combine or integrate any API Materials with any software, technology, services, or materials not authorized by CalypsoAI; (i) design or permit any of Your Applications to disable, override, or otherwise interfere with any CalypsoAI-implemented communications to end users, consent screens, user settings, alerts, warning, or the like; (j) use any API Materials in any of Your Applications to replicate or attempt to replace the user experience of the Services; or (k) attempt to cloak or conceal your identity or the identity of Your Applications when requesting authorization to use any API Materials. In addition, you will not use any API Materials in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in spyware, adware, or other malicious programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited mass distribution of email ("spam"), multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolen products, and items used for theft, hazardous materials, or any illegal activities.
   1.4 Your Applications. You are solely responsible and liable for Your Applications, including, without limitation, for (a) posting any privacy notices and obtaining any consents from your end users required under applicable laws, rules, and regulations for their use of Your Applications and (b) all acts and omissions of your end users in connection with Your Applications and their use of any API Materials, if any.
2. No Support; Updates. This Addendum does not entitle you to any support for any API Materials. You acknowledge that CalypsoAI may update or modify the API or any other API Materials from time to time and at CalypsoAI's sole discretion (in each instance, an "Update"), and may require you to obtain and use the most recent version of such API or other API Materials. Updates may adversely affect Your Applications. You are required to make any changes to Your Applications that are required for integration as a result of such Update at your sole cost and expense. Your continued use of the API Materials following an Update constitutes binding acceptance of the Update.
3. Intellectual Property Ownership. CalypsoAI owns the API Materials, including all intellectual property rights therein. Except for the limited rights granted to you under this Addendum, CalypsoAI does not, by any reason, transfer or grant any right, title, or interest in or to CalypsoAI's intellectual property, whether by implication, estoppel, waiver, or otherwise.
4. Term and Termination. This Addendum will continue until expiration or termination of the Agreement, unless otherwise earlier terminated as set forth herein. Without limiting CalypsoAI's other rights or remedies under the Agreement or this Addendum (including, without limitation, any revocation, suspension, or termination rights), CalypsoAI may immediately revoke, suspend, or terminate your access to any API Materials and/or terminate this Addendum in its entirety if either (a) CalypsoAI believes that you are in breach of Sections 1.3 or 5 or (b) if CalypsoAI ceases making the API available to CalypsoAI customers. Upon any termination of this Addendum, (i) your right to access and use the API Materials will immediately cease, (ii) you will promptly permanently erase all API Materials in your possession or control, and (iii) this sentence and Sections 1.3, 3, and 5 through 9 will survive.
5. Confidential Information. The API Materials are Confidential Information of CalypsoAI and are subject to the confidentiality and non-use limitations in the Agreement.
6. Representations and Warranties. Without limiting your representations or warranties in the Agreement, you represent and warrant that Your Application will not infringe any third party's intellectual property rights.
7. Disclaimer. THE API MATERIALS ARE BEING PROVIDED TO YOU "AS IS" WITHOUT WARRANTY OF ANY KIND. CALYPSOAI EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING: (A) CALYPSOAI DOES NOT WARRANT, AND SPECIFICALLY DISCLAIMS, THAT ANY API MATERIALS WILL OPERATE UNINTERRUPTED, BE ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED; (B) CALYPSOAI MAKES NO WARRANTY CONCERNING TIMELINESS, ACCURACY, PERFORMANCE, QUALITY, RELIABILITY, OR COMPLETENESS OF ANY INFORMATION OR RESULTS OBTAINED OR DERIVED THROUGH THE USE OF ANY API MATERIALS; AND (C) CALYPSOAI DISCLAIMS ANY LIABILITY FOR UNAUTHORIZED ACCESS, USE, OR RELEASE OF ANY DATA.
8. Indemnification. In addition to, and without limiting, your indemnification obligations in the Agreement, you will indemnify and hold CalypsoAI and its affiliates, and its and their officers, employees, and agents harmless against any damages, liabilities, losses, costs, or expenses (including attorneys' fees) arising from or in connection with (a) your access to or use of the API Materials, (b) Your Applications, and/or (c) Your breach or alleged breach of this Addendum (each, an "API Claim"). Additionally, you will, at CalypsoAI's sole election, defend CalypsoAI from any API Claims. If CalypsoAI directs you to defend an API Claim, then (i) CalypsoAI has the right to approve the counsel you select to defend the API Claim and (ii) CalypsoAI may also have its own counsel participate in the defense and settlement of the API Claim at your expense. CalypsoAI may also exclusively retain control of the defense of an API Claim. You will not settle an API Claim without CalypsoAI's prior written consent.
9. Limitation of Liability. The limitations on, and waivers of, damages and liability set forth in the Agreement apply to this Addendum.