Before Anything Else: These Terms are Legally Binding
If you are entering into this API TOS on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this API TOS. In that case, the terms “you” or “your” shall also refer to such entity. If you do not have such authority, or if you do not agree with this API TOS, you may not use the Paccurate API.
You acknowledge that this API TOS is a contract between you and Paccurate, even though it is electronic and is not physically signed by you and Paccurate, and it governs your use of the Paccurate API. Paccurate reserves the right to amend the API TOS at any time and continued use of the API shall be deemed acceptance of those amendments.
PACKING ANALYTICS PROVIDED BY PACCURATE ARE MERELY PREDICTIVE. PACCURATE MAKES NO GUARANTEE AS TO PERFORMANCE OR SUITABILITY OF ANY PACKING COMBINATION FOR ANY PARTICULAR PURPOSE. PACCURATE DOES NOT ACCEPT ANY LIABILITY FOR ANY DAMAGE TO PERSONS OR PROPERTY, INJURY OR DEATH RESULTING FROM ANY PACKAGE OR PACKING COMBINATION. IT IS THE USER’S RESPONSIBILITY TO EVALUATE THE SAFETY OF ANY PACKAGE AND ITS CONTENTS. YOU AGREE THAT YOU USE THE SERVICE ENTIRELY AT YOUR OWN RISK. PLEASE SEE WAIVERS OF LIABILITY AND DISCLAIMERS IN SECTIONS 20, 20.1 AND 20.2.
API TERMS OF SERVICE
- “API” means the Application Programming Interface and associated API Documentation provided by Paccurate and as updated from time to time. There may be more than one API, and in this Agreement the term is both singular and plural.
- “API Documentation” means the documentation, data and information that we provide regarding the use of the API through the Developer Website.
- “API Keys” means confidential security keys or identifiers provided to you to access the API.
- "App" means any software application, website or product that you develop using the API or SDK.
- “App TOS” means the terms provided by you governing the use of your App.
- "Brand Features” means the trade names, trademarks, service marks, logos, domain names, and other distinctive Paccurate brand features provided explicitly for use as part of the API and SDK.
- “Company” means BeneShip, LLC.
- “Data” means data stored or transmitted on or through the Paccurate Platform by or on behalf of a User.
- “Developer Website” means Paccurate’s developer site located at www.paccurate.io.
“Malicious Code” means viruses, worms, Trojan horses and other harmful or malicious code, files, scripts, agents or programs.
- "Personal Information" is any information pertaining to a directly or indirectly identifiable individual.
- "SDK" means the Paccurate Software Development Kit, including the documentation and endpoints, and all associated technologies, libraries, content, features, documentation, and any other materials, tools and systems.
- The “Service” means a cartonization and shipping cost-reduction API and system administration, system management, and system monitoring activities that Paccurate performs for Paccurate programs and API, and includes the right to use the Paccurate programs and API, support services for such Paccurate programs, as well as any other services provided by Paccurate real-time personality analysis provided through the API.
- “Paccurate SAAS Agreement” means the Agreement that regulates a User’s use of the Paccurate Software.
- “Standard API Documentation” means the documentation that comes with the SDK explaining how to use the API.
- “Third-Party Services” means online, web-based applications or services (including any supported platforms) and offline software products that are developed by third parties, and may interoperate with the Paccurate Platform.
- "User" means a Paccurate Platform user.
“Paccurate Platform" means Paccurate’s proprietary software as described at https://Paccurate.io.
Other capitalized terms not defined in this Section will have the meaning given to them elsewhere in this Agreement.
Access. Users and Developers without an API Key are limited to 20 unique requests per month. Users with an API Key have unlimited access subject to any fees pursuant to the Paccurate SAAS Agreement.
You must not disclose your Registration Information or your API Key(s) to any third party except to your agent(s) using such information solely on your behalf in accordance with this Agreement and under a written duty of confidentiality. We reserve the right to refuse registration of, or cancel, any and all API Keys attributed by us to you at our sole discretion.
Users and Developers agree to follow the protocols and guidelines set out in the Standard API Documentation provided by Paccurate upon receiving access credentials. Failure to follow the Standard API Documentation guidelines can result in the loss of access to the API.
License and Developer Obligations
During the Term, subject to these terms and conditions, we grant to you a non-exclusive, non-transferable, non-sublicensable, worldwide, revocable license to the API and SDK to develop, test, use and support the interaction of your App or Software with the Paccurate Platform.
You must also comply with all applicable laws, rules and regulations, as well as:
- all restrictions and policies implemented by us from time to time with respect to the API or SDK as set forth in the API Documentation and SDK documentation or as otherwise communicated to you.
In the event of any conflict between this Agreement and the above documents, the API TOS controls your use of the API and SDK.
You acknowledge that you are solely responsible, and that we have no responsibility or liability of any kind, for the content, development, operation, sale, performance, security, hosting, user interface, support and maintenance of your App and/or Software.
You represent and warrant to Paccurate that you have the right to use, reproduce, transmit, copy, publicly display, publicly perform, and distribute your App and/or Software, and that use of your and/or Software by Paccurate and its Users will not violate the rights of any third party (e.g., copyright, patent, trademark, privacy, publicity or other proprietary right of any person or entity), or any applicable regulation or law, including the Digital Millennium Copyright Act, the laws of any country in which your and/or Software is made available and any applicable export laws.
We may limit the number of calls accepted by services on the Developer Platform if we believe that the number of calls may negatively impact the Developer Platform or any other Paccurate service.
You may not use the APIs if your Application and/or Software (i) exceeds a reasonable amount of API calls, (ii) relies fundamentally on our API, or (iii) is used for hiring, marketing or selling.
You may use our APIs if:
- your Application and/or Software DOES NOT rely on access to our API as a fundamental aspect of your business.
- your Application DOES NOT target current or potential paying customers of Paccurate’s product or people engaging in activities related to those product.
Attempting to exceed or circumvent limitations on access, calls and use of the API set out in the API Documentation, or otherwise using the API or SDK in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of this Agreement or the API Documentation. If you would like to use the API beyond the limits, you must obtain our express consent (and we may decline such request or condition acceptance on your agreement to additional terms and/or charges for that use);
Using the API or SDK in violation of any law or regulation, or rights of any person, including but not limited to intellectual property rights, rights of privacy or rights of personality, or in any manner inconsistent with this Agreement or other Paccurate agreements to which you are subject;
Creating an App and/or Software that includes adult content, promotes gambling, involves the sale of tobacco or alcohol to persons under 21 years of age, or is in our judgment, harassing, defamatory, abusive, lewd, obscene or otherwise objectionable;
Using the API or SDK or creating an App and/or Software in a way that facilitates bias or data "redlining," whether intentional or inadvertent, based on sensitive or protected categories or characteristics;
Using undocumented methods or features;
Engaging in frame-breaking behavior;
Redirecting Users in a misleading manner;
Collecting social security or insurance number, financial account number, drivers’ license number, health information, or other sensitive information required to be secured under applicable local, state, provincial, national, or other law, rule, or regulation, or for which disclosure is required in case of a data breach without first obtaining our prior written consent;
Using the API or SDK to provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act or other laws and regulations concerning national security, defense or terrorism;
Sending unsolicited messages to Users from your App in breach of applicable law; provided that this will not restrict you from lawfully corresponding with Users directly regarding updates and upgrades to your App and other product support-related matters;
Reverse engineering or otherwise deriving source code, trade secrets or know-how in the API or SDK;
Interfering in any manner with the proper workings of the API or SDK, or creating or distributing an App and/or Software that adversely affects the Paccurate Platform;
Selling, renting, leasing, sublicensing, distributing, redistributing, syndicating, or otherwise providing access to, in whole or in part, the API or SDK to any third party except as expressly permitted;
Using any robot, spider, site search/retrieval application, or other device to retrieve or index any portion of the API or SDK;
Transmit any material to third parties that is confidential or proprietary, including any trade secrets or proprietary information;
Transmitting or uploading any Malicious Software to the API, SDK or the Paccurate Platform;
Using the API or SDK or other users’ API credentials and keys to violate the security of or to gain unauthorized access to any computer or computer network or other device or system (including unauthorized attempts to discover passwords or security encryption codes);
Substantially replicating products or services offered by us, including, without limitation, functions or Users on platforms (such as iOS or Android) where we offer our own User or function; and
Monitoring the availability, performance, or functionality of any of the API or the Paccurate Platform or for any similar benchmarking purposes;
Select a User or Developer ID that is offensive, vulgar or obscene.
Paccurate reserves the right to refuse registration of and/or cancel a User or Developer ID in its sole discretion.
third party services
The API and SDK may utilize or include certain Third-Party Services (including Supported Platforms). Your use of the API and SDK, including all Third-Party Services accessible via the API, is governed by the applicable Third-Party Services terms and conditions, which you must comply with. If a Third-Party Services provider requires us to remove its software from the API or SDK due to violation of applicable law or third-party rights, you agree to cooperate with us to ensure its removal from your and the Users’ systems.
License to Paccurate intellectual property
During the Term, subject to the terms and conditions of this Agreement, we grant to you a non-exclusive, non-transferable, non-sublicensable, worldwide, revocable right and license to the Paccurate Brand Features (as they may be updated from time to time) solely for attributing the source of the API or SDK and the marketing of your App. You must not register or use any trade name, trademark, logo, domain name (including without limitation, so-called "internationalized" domain names), sub-domain or URL path or any other name or sign that incorporates any of our logos or trademarks (in whole or part) or that is confusingly similar to them without our permission and with the exception of the Required Branding. Finally, you must not use or imitate any Paccurate slogan or tagline without our permission and with the exception of the Required Branding.
Paccurate retains ownership of all Brand Features and other Intellectual Property incorporated in the Service, API or SDK (including all improvements, enhancements, updates and corrections) and any Intellectual Property generated by Paccurate in the process of providing the Service.
License from You to Paccurate
During the Term, you grant to us a non-exclusive, sublicensable, transferable, worldwide, fully paid-up, royalty-free license to use your name, App name(s) and associated logos (collectively, the “Developer Marks”) to refer to you in press releases and in other marketing materials. Any use of your Developer Marks will be in accordance with your reasonable trademark usage policies if such policies are communicated in writing to us.
You acknowledge and agree that we are or may in the future offer products or services that are similar to your App, and nothing will prevent us from doing so.
You hereby grant to us a royalty-free, fully paid-up, worldwide, transferable, sub-licensable, irrevocable and perpetual license to implement, use, modify, commercially exploit and/or incorporate into the Paccurate Platform and/or the API or SDK any feedback, comments, suggestions, ideas, description of processes or other information that you may provide to us from time to time about or in connection with the Paccurate Platform and/or the API or SDK.
You must take all appropriate virus precautions, and warrant that your networks, operating systems and software (your “Systems”) are properly configured to Internet industry standards, including but not limited to security standards. You must not architect or select your Systems in a manner to avoid the foregoing obligation.
You must promptly report any security deficiencies in, or intrusions into, your Systems to us in writing via email to email@example.com or other contact information posted on the Developer Website. This includes any unauthorized access, use, disclosure or destruction of Data. You must work with us to immediately correct any security deficiency, and must immediately disconnect any intrusions or intruder. In the event of any security deficiency or intrusion involving your App, the API, the SDK or the Data, you will make no public statements (e.g., press, blogs, social media, bulletin boards, etc.) regarding such deficiencies or intrusions without prior written and express permission from us in each instance.
data usage and user data
You agree to adhere to the following guidelines:
- Caching Data. Where Data is cached, you should refresh the cache at least every 24 hours.
- Secure Storage Measures. All Data should be stored, served and transited using strong encryption.
- Delete at User Request. You must delete all Data you have collected from a User upon request by that User, and when the User deauthorizes your App or closes his, her or its account with you. The restrictions of this Section do not apply to Data that Users also provide directly to you and that is separately entered or uploaded to you by the user of your App.
- Deletion at Termination. If we terminate your use of the API for any reason, then you must permanently delete all Data and any other information that you stored pursuant to your use of the API and SDK, except when doing so would cause you to violate any law or obligation imposed by a governmental authority.
- No Other Storing. You may not copy or store any Data or capture or store any information expressed by the Data (such as hashed or transferred data), except to the extent permitted by this Agreement.
We may collect, use, process and store diagnostic and usage with respect to the use and access to your App, or the Developer Website. This may include, but is not limited to, IP addresses and other information like internet service, location, the type of browser and modules that are used and/or accessed (the “Usage Data”). You agree that we may process the Usage Data to create and compile anonymized, aggregated datasets and/or statistics in order to: (a) maintain and improve the performance and integrity of the Paccurate API and Platform (b) identify the types of services that may require additional maintenance or support, and (c) comply with all regulatory, legislative, and/or contractual requirements, provided in each case that such aggregated datasets and statistics will not enable you or any living individual to be identified.
monitoring and enforcement
You agree that we may monitor or audit your activities relating to your access to our API and SDK. You must not try to block or otherwise interfere with the monitoring or audit, and we may use technical means to overcome any methods you may use to block or interfere with such monitoring.
If we, in our sole discretion, believe that you have breached this Agreement or that you have engaged in fraudulent activity, we may take any and all steps that we consider appropriate, including warning, investigating, terminating or suspending your rights under this Agreement. This is in addition to any other available remedies we may seek such as specific performance, injunction and legal costs.
We may update, change, add to or delete from or modify the API and SDK from time to time in our sole discretion. Updates and modifications may affect your integration with the API or your App and may require you to make changes to your API integration or your App at your own cost to continue to be compatible with, or interface with, the API or SDK. We may also impose limits on certain features and services or restrict your access to some or all of the API and SDK that in our sole discretion that may negatively affect the Paccurate Platform or our ability to provide our service.
If we make a material change to the API, the SDK or the API TOS, we will post the amended terms on the Developer Website. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO CEASE ALL USE OF THE API AND SDK AND TERMINATE THIS AGREEMENT. YOUR USE OF THE API, SDK, AND YOUR APP AFTER THE EFFECTIVE DATE OF CHANGES WILL BE DEEMED TO BE ACCEPTANCE OF SUCH CHANGES.
term and termination
The term (the “Term”) of this Agreement will commence on the date upon which you begin using the API or SDK and will continue until terminated as set forth herein.
You may terminate this Agreement by discontinuing use of the API and SDK and sending us a notice of termination or delisting your App from the App Directory (if applicable).
The licenses granted hereunder are dependent on your compliance with this API TOS. WE RESERVE THE RIGHT TO TERMINATE THIS AGREEMENT OR SUSPEND OR DISCONTINUE YOUR ACCESS TO THE API OR SDK, OR ANY PORTION OR FEATURE THEREOF, FOR ANY OR NO REASON, AND AT ANY TIME WITH OR WITHOUT NOTICE TO YOU AND WITHOUT LIABILITY TO YOU, including if we believe that your use may negatively affect our services or our ability to provide our services.
Upon termination of this Agreement:
- all rights and licenses granted to you will terminate immediately;
- you must promptly delete and remove all calls to the API and SDK from your App and from any other web pages, scripts, widgets, and other software in your possession or under your control;
- you must promptly destroy and remove from all computers, hard drives, networks and other storage media all copies of the API, SDK, Brand Features, as well as Personal Information and/or any other data which you stored pursuant to your use of the API and SDK;
- you must promptly destroy the API Documentation and any other Paccurate information in your possession or control that was received under this Agreement; and
- upon request you will promptly certify in writing to Paccurate that such actions have been taken.
The following Sections of this Agreement will survive any termination: 14 (Your Feedback); 16 (User Data and Data Usage); 12 (Intellectual Property Ownership); 19 (Term and Termination); 20 (Disclaimer of Warranty, Limitation of Liability, Indemnity); 22 (Governing Law) and 24 (General Legal Terms).
Disclaimer of Any Warranty, Limitation of Liability and Indemnity
NO WARRANTIES. THE PACCURATE API, SDK AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND PACCURATE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES OR CONDITIONS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT PACCURATE DOES NOT WARRANT THAT THE PACCURATE API AND SDK WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE PACCURATE API AND SDK, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM PACCURATE OR THROUGH THE DEVELOPER WEBSITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
PACCURATE DOES NOT GUARANTEE THAT (A) THE SERVICES WILL BE PERFORMED ERROR-FREE OR UNINTERRUPTED, OR THAT PACCURATE WILL CORRECT ALL SERVICES ERRORS, (B) THE SERVICES WILL OPERATE IN COMBINATION WITH YOUR CONTENT OR YOUR APPLICATIONS, OR WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEMS, SERVICES OR DATA NOT PROVIDED BY PACCURATE, AND (C) THE SERVICES WILL MEET YOUR REQUIREMENTS, SPECIFICATIONS OR EXPECTATIONS. YOU ACKNOWLEDGE THAT PACCURATE DOES NOT CONTROL THE TRANSFER OF DATA OVER COMMUNICATIONS FACILITIES, INCLUDING THE INTERNET, AND THAT THE SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF SUCH COMMUNICATIONS FACILITIES. PACCURATE IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. PACCURATE IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION OR SECURITY OF THE SERVICES THAT ARISE FROM YOUR CONTENT, YOUR APPLICATIONS OR THIRD PARTY CONTENT. PACCURATE DOES NOT MAKE ANY REPRESENTATION OR WARRANTY REGARDING THE RELIABILITY, ACCURACY, COMPLETENESS, CORRECTNESS, OR USEFULNESS OF THIRD PARTY CONTENT OR SERVICES, AND DISCLAIMS ALL LIABILITIES ARISING FROM OR RELATED TO THIRD PARTY CONTENT OR SERVICES.
FOR ANY BREACH OF THE SERVICES WARRANTY, YOUR EXCLUSIVE REMEDY AND PACCURATE’S ENTIRE LIABILITY SHALL BE THE CORRECTION OF THE DEFICIENT SERVICES THAT CAUSED THE BREACH OF WARRANTY, OR, IF PACCURATE CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY REASONABLE MANNER, YOU MAY END THE DEFICIENT SERVICES AND PACCURATE WILL REFUND TO YOU THE FEES FOR THE TERMINATED SERVICES THAT YOU PRE-PAID TO PACCURATE FOR THE PERIOD FOLLOWING THE EFFECTIVE DATE OF TERMINATION.
TO THE EXTENT NOT PROHIBITED BY LAW, THESE WARRANTIES ARE EXCLUSIVE AND ALL OTHER WARRANTIES OR CONDITIONS, WHETHER EXPRESS OR IMPLIED, ARE EXPRESSLY EXCLUDED, INCLUDING FOR SOFTWARE, HARDWARE, SYSTEMS, NETWORKS OR ENVIRONMENTS OR FOR MERCHANTABILITY, SATISFACTORY QUALITY AND FITNESS FOR A PARTICULAR PURPOSE.
LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL PACCURATE BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, OR LOST DATA, OR (B) ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, $500 U.S. DOLLARS, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS AGREEMENT. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE JURISDICTIONS, PACCURATE’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
NOTHING IN THIS AGREEMENT SHALL LIMIT PACCURATE’S LIABILITY FOR PERSONAL INJURY OR DEATH CAUSED BY THE NEGLIGENCE OF PACCURATE, OR PACCURATE’S LIABILITY IN THE TORT OF DECEIT. NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF REVENUE OR PROFITS (EXCLUDING FEES UNDER THIS AGREEMENT), DATA, OR DATA USE. PACCURATE’S AGGREGATE LIABILITY FOR ALL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT OR YOUR ORDER, WHETHER IN CONTRACT OR TORT, OR OTHERWISE, SHALL BE LIMITED TO THE TOTAL AMOUNTS ACTUALLY PAID TO PACCURATE FOR THE SERVICES UNDER THE ORDER GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY LESS ANY REFUNDS OR CREDITS RECEIVED BY YOU FROM PACCURATE UNDER SUCH ORDER.
INDEMNITY. To the maximum extent permitted by applicable law, you agree to release, defend, hold harmless and indemnify Paccurate, and its affiliates, officers, agents, employees, and suppliers, from and against any and all claims, costs, losses, damages, liabilities, judgments and expenses (including reasonable fees of attorneys and other professionals) of any kind and nature (collectively, "Claims") that may arise from or are related to your or Users’ use of your App, the API, SDK or Data, use of Brand Features, or violation of this Agreement. In such a case, we will provide you with written notice of such Claim.
You may control the defence and settlement of any Claim that is subject to this indemnification, provided that we may at any time elect to take over control of the defence and settlement of any such Claim. In any event, you will not settle any such Claim without our prior written consent.
Export laws and regulations of the United States and any other relevant local export laws and regulations apply to the Services. You agree that such export laws govern Your use of the Service (including technical data) and any Services deliverables provided under this Agreement, and You agree to comply with all such export laws and regulations (including “deemed export” and “deemed re-export” regulations). You agree that no data, information, software programs and/or materials resulting from Services (or direct product thereof) will be exported, directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of missile technology.
governing law and jurisdictio
This API TOS and any claim, cause of action or dispute (“Claim”) arising out of or related to this Agreement shall be governed by the laws of the state of California, United States, regardless of your country of origin or where you access the PACCURATE Service, API or SDK and notwithstanding any conflicts of law principles and the United Nations Convention for the International Sale of Goods. You and Paccurate agree that all Claims arising out of or related to this Agreement must be resolved exclusively in the courts located in the County of Los Angeles, California or the U.S. District Court for the Central District of California. You and Paccurate agree to submit to the personal jurisdiction of the courts located within the county of New York, New York and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts for the purpose of litigating all such Claims. Notwithstanding the above, you agree that Paccurate shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
For any Claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the Claim in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties.
The ADR provider and the parties must comply with the following rules:
- the arbitration shall be conducted by telephone, online, and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration;
- the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and
- any judgment on the award rendered by the arbitrator shall be final and may be entered in any court of competent jurisdiction.
general legal terms
Severability. If any provision of this API TOS is found to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable to the maximum extent possible in order to effect the intention of the provision; if a term cannot be so modified, it will be severed and the remaining provisions of this API TOS will not be affected in any way.
Language. Where Paccurate has provided you with a translation of the English language version of this API TOS or any document referenced in this API TOS, you agree that the translation is provided for your convenience only and that the English language versions of any such document, will control.
Notice and Service of Process. We may notify you via postings on the Developer Site or via the email address associated with your Application or Paccurate Service account. Paccurate accepts service of process by mail or courier at the physical address set forth in Section 19.10 below. Any notices that you provide without compliance with this section shall have no legal effect.
Entire Agreement. This API TOS and any documents incorporated into this API TOS by reference, constitute the entire agreement between you and Paccurate regarding the Paccurate APIs and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this API TOS.
Attorney’s fees. Attorney’s fees. In the event that either Party breaches any portion of this Agreement, the prevailing Party in an action to enforce this Agreement may recover from the other its reasonable attorneys’ fees and costs, if employment of an attorney was necessary.
No Informal Waivers, Agreements, or Representations. Our failure to act with respect to a breach of this API TOs by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. No representations, statements, consents, waivers or other acts or omissions by any Paccurate affiliate shall be deemed legally binding on any Paccurate affiliate, unless documented in a physical writing hand signed by a duly appointed officer of Paccurate.
Injunctive Relief. In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Developer Site or Paccurate Service or any Paccurate APIs, or other material used or displayed through the Paccurate Developer Site or Paccurate Service.
Assignment and Delegation. You may not assign or delegate any rights or obligations under this API TOS, including in connection with a change of control. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under this API TOs, fully or partially without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you, BeneShip, LLC for any third party that assumes our rights and obligations under this API TOs.
Potential Other Rights and Obligations. You may have rights or obligations under local law other than those enumerated here if you are located outside the United States.
How to Contact Us. If you have questions or comments about this API TOS, or wish to make use of our Paccurate API or SDK in any way not permitted by this API TOS, please contact us via email at firstname.lastname@example.org or by physical mail at:
251 Little Falls Drive
Wilmington, DE 19808