API Terms of Service

ATOM FINANCE, INC. API TERMS OF SERVICE

Date of Last Revision: August 24, 2022

Acceptance of These API Terms of Service

Atom Finance, Inc. (“Atom,” “we,” “us,” or “our”) provides our trial application programming interface (such application programming interface, including any updated or new features, functionality and upgrades thereof, the ”API”) through our website(s) located at https://atom.finance/ (the “Site”) . All access and use of the API is subject to the terms and conditions contained in these API Terms of Service (as amended from time to time, these “API Terms of Service”). By downloading, accessing, clicking that you agree to these terms, or otherwise using the API, you acknowledge that you have read, understood, and agree to be bound by these API Terms of Service. If you do not accept the terms and conditions of these API Terms of Service, you will not download, access or otherwise use the API. If you accept the terms and conditions of these API Terms of Service on behalf a company, organization or another legal entity (“Entity”), you are agreeing to these API Terms of Service for that Entity and representing to Atom that you have the full power and authority to bind such Entity and its affiliates to these API Terms of Service, in which case the terms “you”, “your” or “user” will refer to such Entity and its affiliates.

We reserve the right, at our sole discretion, to change or modify portions of these API Terms of Service at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these API Terms of Service were last revised. You may read a current, effective copy of these API Terms of Service by visiting the “API Terms of Service” link on the Site (portal.atom.finance). We will also notify you of any material changes, either through the Site user interface, a pop-up notice, email, or through other reasonable means. Your continued use of the API after the date any such changes become effective constitutes your acceptance of the new API Terms of Service. You should periodically visit this page to review the current API Terms of Service so you are aware of any revisions. If you do not agree to abide by these or any future API Terms of Service, you will not download, access or use (or continue to download, access or use) the API.

Your Privacy: At Atom, we respect the privacy of our users. For more information, please see our Privacy Policy, located at https://atom.finance/legal/privacyPolicy (the “Privacy Policy”). By using the API, you consent to our collection, use and disclosure of personal data and other data as outlined therein.

Additional Terms: In addition, when using the API, you may be subject to any additional terms applicable to services that may be provided by Atom or posted on or within the Site from time to time. To the extent you access and use the Site, you are subject to the terms and conditions of the Atom Terms of Use, located at https://atom.finance/legal/termsOfUse (“Atom Terms of Use”). All such terms are hereby incorporated by reference into these API Terms of Service.

Access and Use of the API

Service Description: The service is designed to generate API keys (“API Keys”) for users to download, access and use the API and the data provided by Atom as a result of the use of such API (“Atom Data”) during the Term.

Your Registration Obligations: You may be required to register with Atom or provide information about yourself (e.g., name and email address) in order to download, access and use the API and associated trial API keys (“API Keys”). If you choose to register for the API, you agree to provide and maintain true, accurate, current, and complete information about yourself as prompted by the Site’s API registration form. Registration data and certain other information about you are governed by our Privacy Policy. If you are under 13 years of age, you are not authorized to use the API, with or without registering. In addition, if you are under 18 years old but older than 13 years old, you may use the API, with or without registering, only with the approval of your parent or guardian.

Member Account, Password and Security: You are responsible for maintaining the confidentiality of your API Keys, password and account details, if any, and are fully responsible for any and all activities that occur under your API Keys, password or account. You agree to immediately notify Atom of any unauthorized use of your API Keys, password or account or any other breach of security. Atom will not be liable for any loss or damage arising from your failure to comply with this paragraph.

Modifications to API: Atom reserves the right to modify or discontinue, temporarily or permanently, the API (or any part thereof) with or without notice. You agree that Atom will not be liable to you or to any third party for any modification, suspension or discontinuance of the API.

General Practices Regarding Use and Storage: You acknowledge that Atom may establish general practices and limits concerning use of the API, including the maximum period of time that data or other content will be made available and the maximum storage space that will be allotted on Atom’s or its third-party service providers’ servers on your behalf. You agree that Atom has no responsibility or liability for the deletion or failure to store any data or other content maintained or uploaded by the API. You acknowledge that Atom reserves the right to terminate accounts that are inactive for an extended period of time. You further acknowledge that Atom reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

Intellectual Property Rights

API License: Subject to your compliance with all of the terms and conditions of these API Terms of Service, Atom grants you a limited non-exclusive, non-sublicensable, non-transferable license to access and use the API to (a) test, develop, reproduce and distribute applications or implementations that have been approved by Atom and interoperate with the API (each an “Integrated Service”), and (b) display Atom Data solely to end users via the Integrated Service (“Output Data”), each for the sole purpose of testing or determining whether to enter into a further definitive license agreement with Atom. The access and use of the API license is solely and exclusively for your internal use and for your business purposes in accordance with all terms contained herein. You may not install or use the API or the Atom Data for any other purpose without Atom’s prior written consent. All proprietary rights, including intellectual property rights, in the Service will remain property of Atom or its third-party data/software providers (“Providers”), as applicable.

Restrictions: Except as expressly permitted herein, you agree not to, directly or indirectly, (a) copy, modify, alter, create a derivative work of, disassemble, decompile, reverse engineer, or otherwise attempt to discover any source code, rent, lease, sell, assign, sublicense, or otherwise transfer all or any part of the API. Any rights not expressly granted herein are reserved by Atom; or (b) market or distribute the API, Atom Data or any portion thereof on a “stand alone” basis or otherwise use or exploit the API, Atom Data in violation of applicable law or outside of the express scope of the express license granted herein. You may not utilize the API or Atom Data in any manner that is competitive to Atom’s current business.

Ownership. As between the Atom and you, (a) the API, Atom Data and Atom name and logos are trademarks and service marks of Atom (the “Atom Rights”), and all rights therein, including but not limited to intellectual property rights, are and shall at all times remain the sole and exclusive property of Atom, and (b) the User Content (the “User Rights”), and all rights therein, including but not limited to intellectual property rights, are and shall at all times remain the sole and exclusive property of the user, but only to the extent such User Content does not incorporate all or a substantial portion of any Atom Content accessible through the Services in its native form. You agree not to create software through the use or access of Atom Services that duplicates or competes with Atom’s Services or Software. The Atom Rights in relation to Atom, and the User Rights in relation to user, are referred to herein as each respective party’s “Licensed Rights”. To the extent applicable, each party shall use the other party’s Licensed Rights in compliance with all applicable federal, state and local orders, laws, regulations and ordinances, including without limitation export laws.

Third-Party Material: Under no circumstances will Atom be liable in any way for any content from any third parties, including any information, data or other materials of any third parties, for, without limitation, any errors or omissions in any such content, information, data or other materials, or for any loss or damage of any kind incurred as a result of the use of any such content. You acknowledge that Atom does not pre-screen content, but that Atom and its designees will have the right (but not the obligation) in their sole discretion to refuse or remove any content that is available via the API. Without limiting the foregoing, Atom and its designees will have the right to remove any content that violates these API Terms of Service or is deemed by Atom, in its sole discretion, to be otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any content, including any reliance on the accuracy, completeness, or usefulness of such content.

User Content: You represent and warrant that you own all right, title and interest in and to all information and data that you make available to Atom, including by uploading, posting, publishing, or via the API or Site (collectively, “User Content”). You represent and warrant that you own all right, title and interest in and to such User Content, including all copyrights and rights of publicity contained therein. You hereby grant Atom and its affiliated companies, successors, and assigns a non-exclusive, worldwide, royalty-free, fully paid-up, transferable, sublicensable (directly and indirectly through multiple tiers), perpetual, and irrevocable license to copy, display, upload, perform, distribute, store, modify, and otherwise use your User Content in connection with the operation of the API and the promotion, advertising or marketing of the foregoing in any form, medium or technology now known or later developed. You assume all risk associated with your User Content and the transmission of your User Content, and you have sole responsibility for the accuracy, quality, legality and appropriateness of your User Content. You acknowledge and agree that Atom may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws, or government requests; (b) enforce these API Terms of Service; (c) respond to claims that any content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Atom, its users, or the public. You understand that the technical processing and transmission of content over the API, including Atom Data or your User Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.

Usage Data: You hereby authorize Atom and its third-party service providers to derive statistical and usage data relating to your use of the Service (“Usage Data”). We may use Usage Data for any purpose in accordance with applicable law and our Privacy Policy.

Feedback: Any questions, comments, suggestions, ideas, feedback, reviews, or other information about the Service (“Feedback”), provided by you to Atom are non-confidential and Atom will be entitled to the unrestricted use and dissemination of these Feedback for any purpose, commercial or otherwise, without acknowledgment, attribution, or compensation to you.

Third-Party Services and Websites

The API may incorporate or provide access to technology, data, information and resources that are provided or otherwise made available by third parties (the “Third-Party Services”). Your access and use of the Third-Party Services may also be subject to additional terms and conditions, privacy policies, or other agreements with such third party, and you may be required to authenticate to or create separate accounts to use Third-Party Services on the websites or via the technology platforms of their respective providers. Some Third-Party Services will provide us with access to certain information that you have provided to third parties, including through such Third-Party Services, and we will use, store and disclose such information in accordance with our Privacy Policy. For more information about the implications of activating Third-Party Services and our use, storage and disclosure of information related to you and your use of such Third-Party Services within the Service, please see our Privacy Policy. Atom has no control over and is not responsible for such Third-Party Services, including for the accuracy, availability, reliability, merchantability, timeliness or completeness of information shared by or available through Third-Party Services, or on the privacy practices of Third-Party Services. We encourage you to review the privacy policies of the third parties providing Third-Party Services prior to using such services. You, and not Atom, will be responsible for any and all costs and charges associated with your use of any Third-Party Services. Atom enables these Third-Party Services merely as a convenience and the integration or inclusion of such Third-Party Services does not imply an endorsement or recommendation. Any dealings you have with third parties while using the API are between you and the third party. Atom will not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Services.

Confidentiality

The term “Confidential Information” shall mean any information that Atom provides or makes available to you hereunder. Without limitation, the API and Atom Data shall be the Confidential Information of Atom. During the Term of these API Terms of Service, you may be provided with Confidential Information of Atom. You shall: (a) not use the Confidential Information except for the exercise of its rights or performance of your obligations hereunder; (b) not disclose such Confidential Information to any third party, other than (i) your employees and consultants who have a “need to know”, and (ii) investors, prospective investors, prospective acquirers, and professional advisers; provided that such employees and consultants, investors, prospective investors, prospective acquirers and professional advisers are bound by agreements or, in the case of professional advisers, ethical duties respecting such Confidential Information in accordance with the terms and conditions hereunder; and (c) use at least reasonable measures to protect the confidentiality of such Confidential Information. If you are required by law to make any disclosure of such Confidential Information, you shall first give written notice of such requirement to Atom, and shall permit Atom to intervene in any relevant proceedings to protect its interests in the Confidential Information, and provide full cooperation to the Atom in seeking to obtain such protection. Information will not be deemed Confidential Information hereunder if such information: (1) is known or becomes known (independently of disclosure by the disclosing party) to you prior to receipt from Atom from a source other than one having an obligation of confidentiality to Atom; (2) becomes publicly known, except through a breach hereof by you; or (3) is independently developed by you without any direct or indirect use of the Confidential Information, which can be shown by written evidence.

Term/Termination

The Term of these API Terms of Service commences upon the generation of your Trial API Keys and remain in effect for a trial period of thirty (30) days (the “Term”). After the Term, your Trial API Key will automatically deactivate and these API Terms of Service terminate. Any further use of this API will be pursuant to a separate enterprise license entered into between you and Atom.

You agree that Atom, in its sole discretion, may suspend or terminate your API Keys or use of the API, for any reason, including for lack of use or if Atom believes that you have violated or acted inconsistently with the letter or spirit of these API Terms of Service. Any suspected fraudulent, abusive, or illegal activity that may be grounds for termination of your use of the API or API Keys, may be referred to appropriate law enforcement authorities. Atom may also in its sole discretion and at any time discontinue providing the API, or any part thereof, with or without notice. You agree that any termination of your access to the API under any provision of these API Terms of Service may be effected without prior notice, and acknowledge and agree that Atom may immediately deactivate or delete your API Keys, account and all related information and files in your account and/or bar any further access to such files or the API. Further, you agree that Atom will not be liable to you or any third party for any termination of your access to the API.

Upon the expiration or termination of this Agreement, for any reason, you will: (a) cease using the API Keys and API and expunge any database of the Output Data, except for that you may retain insubstantial amounts of data that are deemed necessary for legal and regulatory compliance, provided that no Output Data will be used for commercial purposes; (b) promptly certify compliance with this requirement in writing upon Atom’s request; and (c) use reasonable efforts to destroy any retained Output Data. You permit Atom to have reasonable access to any place at which the API was used for the sole purpose of affirming your compliance with this section. If you materially breach these API Terms of Service, Atom will suffer irreparable harm for which Atom cannot be adequately compensated with money damages. You therefore irrevocably consent to the grant of injunctive relief to Atom to enforce these provisions and agree that Atom will not be required to post a bond related to the injunctive relief.

This Term/Termination Section and the Sections on Restrictions and Ownership in Intellectual Property Rights, Confidentiality, Disclaimers of Warranties/Investment Risks, Limitation of Liability, Indemnification and General of these API Terms of Service will survive any termination or expiration of these API Terms of Service.

Indemnification

To the extent permitted under applicable law, you agree to defend, indemnify, and hold harmless Atom, its affiliates, and its and their respective officers, employees, directors, service providers, licensors, and agents (collectively, the “Atom Parties”) from any and all losses, damages, expenses, including reasonable attorneys’ fees, rights, claims, actions of any kind, and injury (including death) arising out of or relating to your use of the API, API Keys, Atom Data, any User Content, your connection to the API, your violation of these API Terms of Service, or your violation of any rights of another. Atom will provide notice to you of any such claim, suit, or proceeding. Atom reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section, and you agree to cooperate with any reasonable requests assisting Atom’s defense of such matter. You may not settle or compromise any claim against the Atom Parties without Atom’s written consent.

Disclaimer of Warranties/Investments Risks

THE API AND ALL ATOM DATA IS PROVIDED ON AN “AS-IS” BASIS AND ATOM DISCLAIMS ANY AND ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL ATOM HAVE ANY LIABILITY ARISING FROM THE USE OF THE API, ATOM DATA, OR INFORMATION DERIVED THEREFROM.

You acknowledge that Atom is not an investment advisor or broker/dealer. The materials and information accessible on or through the API should be used solely for informational purposes. No Output Data published as part of the API constitutes a recommendation that any particular investment, security, portfolio of securities, transaction or investment strategy is tailored to the investment needs of any specific person or entity so it may not be suitable for you. You should not rely solely upon the research or opinions herein for purposes of transacting securities or other investments. You should always conduct your own research and due diligence and obtain professional advice before making any investment decision. You hereby acknowledge and agree that we do not operate the API as an offer to, or solicitation of, any potential clients or investors for the provision by us of investment management, advisory or any other service. You agree not to construe any Output Data or materials listed on the API as tax, legal, insurance or investment advice or as an offer to sell, or as a solicitation of an offer to buy, any security or other financial instrument. None of the Atom Parties nor any other users will be liable for any loss or damage caused by reliance on any information obtained through or from the API or any Output Data (including without limitation any User Content). No guarantee can be made if you invest based on the information provided on or through the services.

You acknowledge that an investment in any security or financial instrument is subject to a number of risks, and that data or information about any security or financial instrument provided by the API will not contain a list or description of relevant risk factors. Trading in securities (including, without limitation, stocks, options, ETFs and bonds) involves risk and volatility and can result in immediate and substantial losses of the money invested. Past results are not necessarily indicative of future performance. You understand and agree that you use the Atom Data at your own risk. You acknowledge that your investment decisions or recommendations are made entirely at your election.

Limitation of Liability

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE ATOM PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF ONE-HUNDRED ($100) DOLLARS, OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL.

General

If any provision of these API Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that these API Terms of Service will otherwise remain in full force and effect and enforceable. These API Terms of Service is not assignable, transferable or sublicensable by you except with Atom’s prior written consent. Atom may transfer and assign any of its rights and obligations under these API Terms of Service without consent. These API Terms of Service is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of these API Terms of Service, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein. No agency, partnership, joint venture, fiduciary relationship, or employment is created as a result of these API Terms of Service and you do not have any authority of any kind to bind Atom in any respect whatsoever. In any action or proceeding to enforce rights under these API Terms of Service, the prevailing party will be entitled to recover costs and attorneys’ fees. All notices under these API Terms of Service will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. These API Terms of Service shall be governed by the laws of the State of New York, without regard to its conflict of laws provisions. Any litigation or disputes in connection with these API Terms of Service will be conducted exclusively in the courts located in New York County, New York.