Terms of Use

Updated: June 30, 2021

These Terms of Use are a legal agreement between You and Your organization or company (if applicable) (collectively “Developer” or “You”) Kaizen Blitz Analytics Corp. (“KBA”  or “We”) relating to Your use of one or more of KBA’s Software Solutions or Applications Programming Interfaces (hereafter all “APIs”) and the information contained in the APIs (the “API Data”) to provide additional functionality in connection with Developer’s product offerings which may include applications, products, services, programs or other uses produced or provided by You (“Developer Uses”). You represent that You have authority to enter into this agreement and by clicking “I accept”, signing this agreement, or otherwise accessing the APIs, that You accept these Terms of Use. If You are using the APIs on behalf of an entity, You represent and warrant that You have authority to bind that entity to the Terms of Use and by accepting the Terms, You are doing so on behalf of that entity (and all references to “You” in the Terms refer to that entity as well).

You represent that You are at least eighteen (18) years of age (or the age of majority in Your jurisdiction) and have the capacity to create a binding legal obligation regarding Your commitments in the Terms of Use.

We have the right to update or change the Terms of Use at any time. The most current version of the Terms of Use will supersede and replace all prior versions. By continuing to use the APIs after modifications are made, You agree to be bound by all changes to the Terms of Use. If You choose not to agree, You must immediately discontinue Your use of the APIs. Provided that You fully comply with these Terms of Use and pay the applicable fees, You are granted the license below. YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS OF USE. BY USING THE APIs OR THE API DATA, YOU AGREE TO BE BOUND BY THESE TERMS OF USE AND TO COMPLY WITH ALL APPLICABLE LAWS AND REGULATIONS IN CONNECTION WITH YOUR USE. IF YOU DO NOT AGREE, DO NOT USE THE APIs OR THE API DATA. 

Furthermore, the Terms of Use below will be superseded by any specific terms and conditions agreed between You and KBA in your individual License Agreement.

1. Account and Registration. Developer shall provide KBA with true and correct contact information and shall update such information as necessary to ensure that KBA always has current information for the Developer in connection with Developer’s account. Developer consents to receiving phone calls, emails, texts or any other type of messages from KBA relating to the account and for general marketing purposes. Once You have successfully contracted with KBA, You will be given an API license key(s) relating to the chosen APIs. All activities that occur related to Your account and API license key(s) are Your responsibility. If You suspect that either may have been compromised, You shall notify KBA immediately and terminate Your account. You are responsible for all activity in connection with Your API license key(s) and Your account. You agree to have complete and correct billing and credit card information on file at all times and to be responsible for all charges in relation to Your account. All queries requesting data from the APIs must reference Your valid login API license key(s). You agree to keep such account information and API license key(s) information confidential.

2. Subscription Terms and Fees. You agree to pay to KBA the API fee(s). Failure to pay these fees in a timely manner will result in an interruption of Your access to the APIs and the API Data. Charges will be calculated based upon the contractual arrangement between You and KBA. Failure of payment shall render due and payable all sums plus a late payment charge of one and one half percent per month. Fees may be prorated for portions of months.

3. Renewal Terms. API subscriptions will automatically renew monthly until either party terminates. Each month, you will be billed for the previous calendar month in the first 5 days of the present calendar month.

4. Cancellation. Developer may cancel the subscription at any time. In order to cancel, you will notify KBA in writing via email. Upon cancellation, Your API license key(s) will become inactive at midnight UTC on the date of cancellation. If you do not wish to be billed for next month’s service, you will need to cancel before the end of the current calendar month at midnight UTC time.

5. Responsibility for Developer Uses. Developer is solely responsible for Developer Uses and KBA shall have no liability or obligations to You or to any third parties with respect to the same (including support obligations). Developer represents, warrants and covenants that Developer has and will at all times maintain the right to provide all of Developer Uses hereunder and the Developer Uses do not infringe the intellectual property or other rights of any third parties. Developer also represents, warrants and covenants that all of Developer Uses will not contain viruses, worms, malware or any other harmful scripts or code. KBA reserves the right to suspend or terminate access to the APIs without prior notice if You are suspected of violating the Terms of Use.

6. License. Subject to Your compliance with these Terms of Use (including but not limited to payment hereunder and the Conditions and Restrictions below), KBA hereby grants to Developer a revocable, non-exclusive, non-transferable, non-sublicensable, limited license to use and integrate the APIs into Developer Uses (hereafter the “License”). The License grant allows You to access, use and receive the API Data through the applicable APIs, and to transmit, use and display the API Data, consistent with the Exclusions, Conditions and Restrictions below and subject to the Terms of Use.

7. Exclusions, Conditions and Restrictions of License. Specifically excluded from the License grant relating to the APIs and the API Data are the use of the APIs or the API Data in connection with i.) the targeting of or triggering of advertising; and/or ii.) the creation of an archive, database or other type of storage of information. You agree not to use the APIs or the API Data for any purpose that is prohibited by law or in connection with any activity that may be unlawful, or which would otherwise be considered to violate the rights of third parties.

Developer agrees that the License does not allow, and Developer will not:

• change, modify or otherwise alter the APIs or the API Data in any manner or modify their link structure;
• reverse engineer, decompile or otherwise attempt to extract the source code of the APIs or any part thereof, unless doing so is expressly permitted or required by applicable laws;
• allow direct or indirect access to the stand-alone APIs or resell, sublicense or redistribute all or any part of the APIs or the API Data to any third party;
• commingle or supplement API Data from the APIs with any other weather information;
• delete, remove, or otherwise modify any API Data or KBA Mark that may or may not be included in the APIs, or in any way prevent them from appearing with the APIs as made available by KBA;
• display API Data or the KBA Mark(s) in any manner that suggests or implies an endorsement or sponsorship by KBA or that a reasonable person could infer that content other than the API Data is approved by or is otherwise associated with KBA;
• use the APIs or the API Data in connection with any activities or in any manner that could lead to death, personal injury, property damage or environmental damage;
• use the APIs or the API Data in a way that impacts the stability of the API servers, impacts the use of the APIs by others, or to interfere or disrupt products or services of KBA;
• use the APIs or the API Data to disparage, rate, rank, review or otherwise evaluate KBA or its services and products;
• use the APIs or the API Data in a manner that is not consistent with the KBA’s Acceptable Use Policy as exists from time to time.

Developer agrees to the following conditions:

• Developer Use of the APIs and API Data shall not be used to target current or potential customers of KBA or to offer products and services that may be like those offered by KBA.
• Developer may cache the API Data for up to two (2) weeks for purposes of improving the user experience. There are no rights to store API Data for any other purpose unless otherwise specified in the License Agreement.
• In all uses of the APIs and the API Data which are licensed hereunder, Developer shall attribute KBA by name and using KBA brand logo as the source of the API Data. 
• In order for KBA to ensure compliance with the Terms of Use, You agree that upon request by KBA at any time and for any reason, You shall provide KBA with information, access to and the ability to evaluate Your Use of the APIs and API Data (including the KBA’s Mark(s)) hereunder at no charge.
• Upon termination of Your subscription, You agree to remove any API Data obtained in connection with APIs from all networks and/or storage media, hard drives, etc., and delete all information in Your control or possession related to the APIs and API Data and to pay all fees hereunder.
• You will only access (or attempt to access) the APIs by the means described in the documentation of the API. If KBA assigns Developer credentials (e.g. Developer IDs), You must use them with the applicable APIs. You will not misrepresent or mask either Your identity or Your API Developer’s identity when using the APIs.
• If the desired use by Developer is not covered by the License herein, You may contact KBA to discuss a separate license.
• KBA may change the APIs at any time without notice and for any or no reason, in its sole discretion, and Developer acknowledges these actions may make the version of the APIs being utilized by Developer obsolete.
• Upon request, Developer will provide KBA with information, access and means to evaluate Developer’s use of the APIs and the KBA Mark(s) free-of-charge in order to determine compliance with the Terms of Use.

All comments, feedback information or materials submitted by Developer to KBA shall be considered non-confidential and Property of KBA. KBA shall be free to use them on an unrestricted, royalty-free basis.

KBA is not responsible to Developer or any third party or entity in connection with Developer Uses.

8. Intellectual Property Rights. Developer acknowledges and agrees that, as between KBA and Developer, KBA is the sole owner of all right, title and interest in and to the APIs, the API Data and the KBA Mark(s). KBA reserves all right, title and interest in and to the APIs, the API Data (excluding any public domain data provided through the API), and the KBA Mark(s), including, without limitation, any and all worldwide copyright, patent, trademark, trade secret and other intellectual property rights therein, and, except for the rights and licenses expressly granted hereunder. Neither these Terms of Use nor KBA performance of its obligations hereunder shall be construed as conferring upon You any right or license in or to the APIs, the API Data, or the KBA Mark(s), by implication, estoppel or otherwise.

Upon the expiration or termination of these Terms of Use for any reason, You agree to delete and otherwise discontinue all uses of the APIs, the API Data, and the KBA Mark(s).

All uses of the KBA Mark(s) will inure solely to the benefit of KBA. You disclaim any right, title or interest in or to the KBA Mark(s). You agree that You will not contest or impair the rights of KBA in and to the KBA Mark(s).

9. Privacy Policy. The use of personal information is governed by our Privacy Statement, agreed upon on a separate basis. Any data or information collected in connection with the Developer Uses (e.g. application data, IP addresses, etc.) shall be considered the Property of KBA.

10. Indemnification. In connection with the Developer Uses, Developer agrees to be solely responsible for any Developer Uses, including but not limited to such liability which results from infringement of copyrights, patents, other proprietary rights, or any other harm (including but not limited to harm caused by spyware, malware, worms, Trojan horses and viruses) resulting from Developer Uses. Developer agrees to defend, indemnify and hold harmless KBA and its parents, affiliates, directors, shareholders, representatives, employees and agents (the “Affiliated Parties”) from and against any and all claims, demands, liabilities, actions or suits asserted by a third party, and all costs, liabilities, judgments, expenses and damages, including reasonable attorneys’ fees (collectively, “Losses”) suffered, sustained, incurred or paid in connection therewith, arising out of, resulting from or related to (i) Your access to or use of the APIs and/or the API Data, including, without limitation, any claim that Developer Use infringes any proprietary, intellectual property or personal right of any third party or violates any law; (ii) any breach by Developer of these Terms of Use; or (iii) any negligence of the Developer arising in connection with these Terms of Use; or (iv.) violation by Developer of any applicable laws, rules, regulations or statutes.

Developer will not enter any settlement that imposes any responsibility, liability or obligation on KBA and/or Affiliated Parties or contains any admission or acknowledgement of wrongdoing.

Developer’s obligations under this paragraph shall survive termination of the Terms of Use for any reason.

For purposes of clarification, the indemnification obligations of Developer shall not include any third party claims that the APIs, the API Data, or the KBA Mark(s), as provided by KBA without modification and not as implemented by Developer or combined with Developer Uses, directly and independently and infringe the intellectual property rights of a third party.

11. Technical Support.  KBA has no obligation to provide You or any third party with technical support unless otherwise agreed to in writing.

12. Export Law Compliance and International Obligations.  Developer agrees to comply with all export restrictions and regulations of the Department of Commerce or other agency of the US Government. You agree that You will not export or otherwise use or transfer the APIs, directly or indirectly, to a prohibited country. KBA makes no claims that the APIs may be lawfully accessed, used or downloaded outside of the United States. Any such use of the APIs may not be lawful by certain persons or countries or territories. Developer assumes all risk and is solely responsible for compliance with applicable laws, rules and regulations in a jurisdiction.

13. Compliance with Law, Third Party Rights, and Other KBA Terms of Service.  Developer will comply with all applicable laws, regulations, and third party rights (including without limitation laws regarding the import or export of data or software, privacy, and local laws). You will not use the APIs or the API Data to encourage or promote illegal activity or violation of third party rights. You will not violate any other terms of service with KBA (or its affiliates). Developer represents and warrants that all Developer Use and any products, services, software, equipment, technology or materials of any kind utilized by Developer in connection with the use or display of the APIs or the API Data does not and will not violate or infringe upon the intellectual property rights or other rights of any third party or violate any applicable rule, law, regulation and will not create any liability for KBA.

If You use the APIs as an interface to, or in conjunction with other KBA products or services, then the terms for those other products or services also apply. If there is a conflict between these terms and additional terms applicable to a separate agreement between You and KBA or an affiliate in common ownership with KBA, the additional terms will control for that conflict.

14. Limitations on APIs.  KBA sets and enforces limits on Your use of the APIs (e.g. limiting the number of API requests that You may make or the number of users You may serve), in our sole discretion. You agree to, and will not attempt to circumvent, such limitations documented with the APIs. If Developer desires to use any APIs beyond these limits or the license described herein, Developer must obtain KBA’s express consent. KBA may decline such request for any reason or no reason; or condition acceptance subject to additional terms and/or charges for that use. To seek such approval, contact KBA.

15. Additional Terms and Conditions.  

KBA Intellectual Property. KBA retains all rights, title and interest, including rights of trademark, copyright, and patent, in those things defined herein as “Property of KBA”. “Property of KBA” is hereby defined to include all intellectual property rights, title and interest in (a) the APIs, any reports, forecasts, graphics, data, equipment, usage data, distribution rights, and information furnished pursuant hereto; the trademark KBA (hereafter the “KBA Mark(s)”); any tradenames, trademarks, service names, symbols, identifiers, URL’s, formats, designs, devices, patents or other proprietary products, information or distribution rights owned by or licensed to KBA or its affiliates, and (b) any other tradenames, trademarks, service marks, symbols, identifiers, URL’s, formats, designs, devices, distribution rights; any other tradenames, trademarks, service names, symbols, identifiers, URL’s formats, designs and devices, or distribution rights; as any may be used to designate the products and services furnished by KBA or used in connection with the products and services by either party. Developer agrees to disclose to KBA any uses of the Property of KBA of which it becomes aware which fall outside the scope of the license granted hereunder and to either terminate the unlicensed use or work to secure a license from KBA for the use. Following termination of the Terms of Use, Developer shall not use the Property of KBA, whether protectable under law or not, and Developer shall not duplicate or imitate same in any manner. KBA shall have the right to use, collect, store, aggregate and otherwise exploit any information and data which may be passed by Developer and collected by KBA (‘usage data’), consistent with its Privacy Policy, in connection with the APIs and the API Data (e.g. location requests, IP address). 

Events Beyond KBA’s Control. KBA shall not be held responsible for any failure or malfunction in power or communications nor the failure or refusal of third parties to perform, continue or renew their contractual arrangements with KBA nor inability to perform occasioned by such or by labor strife, war, riot or other events beyond the control of KBA. If the Service or delivery thereof is disrupted by any such event(s), KBA’s obligations hereunder shall be suspended during the period of occurrence of such disrupting event(s); however, KBA’s obligations hereunder shall be extended for one day for each full day of interruption. KBA’s failure to perform or breach of the Terms of Use, resulting from any event(s) not specified above, shall cause it to be liable to Developer (if such liability is determined by a court of law) in a maximum aggregate amount not to exceed $100.00 USD. This shall be the exclusive remedy hereunder. THE AVAILABILITY OF THE APIs AND THE API DATA IS DEPENDENT UPON OPEN COMMUNICATIONS NETWORKS PROVIDED BY THIRD PARTIES AND KBA IS NOT RESPONSIBLE FOR FAILURES IN THE APIs AND THE API DATA FOR THIS OR ANY OTHER REASON. 

No Warranties. KBA makes no express or implied warranties, guaranties or affirmations that API/s recommendations and KBA and its affiliates shall have no responsibility or liability whatsoever to Developer or any other person or entity, parties and non-parties alike, for the API/s recommendations. KBA offers no information or advice with respect to investments, purchases, sales or transactions of any kind affecting commodities, securities, tradeable or other products or services, and KBA disclaims all liability for reliance on the information provided in the APIs and/or the API Data. To the extent permitted by law or as expressly set forth herein, KBA provides the APIs and API Data “as is” with no warranties of any kind.

English Language. The parties agree to the Terms of Use in the English language. Any translation of the Terms of Use is provided for convenience only and the English Terms of Use will solely govern relationship between the parties.

Choice of Law. The parties agree to submit to the Delaware Courts only, any dispute arising out of the Terms of Use or related thereto and consent to the jurisdiction of said courts and further agree that any and all matters of dispute shall be adjudicated, governed and controlled under and by Delaware law and this paragraph shall supersede any conflicting choice of law rules.

Assignability. Neither the Terms of Use nor any rights or obligations hereunder may be assigned by Developer without the express written consent of KBA and written acceptance of the Terms of Use by the assignee.

No Agency. Nothing herein shall be deemed to create an agency, partnership, employment relationship, or joint venture between the parties. Any manner of suit, action or claim of any nature or kind against KBA by Developer or third parties shall be brought within one year from date of occurrence of the earliest event giving rise to such suit, action or claim. KBA shall have no responsibility to retain records of transmissions by or between KBA and Developer or records of forecasts, data, graphics or products in whatever form or nature, that may have been produced or supplied under the Terms of Use and KBA shall not be required to produce the same by any adverse party.

Severability. The invalidity of any paragraph, subparagraph or portion of the Terms of Use shall not affect the validity of any other paragraph, subparagraph or portion hereof and such invalid paragraph, subparagraph or portion thereof shall be reformed to achieve the intended spirit and intent of such provision between the parties. 

Limitation on Damages. In no event will KBA be liable to You for indirect, incidental, exemplary, punitive, compensatory, or consequential damages arising out of or in connection with the Terms of Use, under any theory of liability, whether in contract, tort (including negligence), breach of warranty, or other theory. Additionally, in no event will KBA’s aggregate, cumulative liability to You regarding any and all claims and causes of action arising out of or relating to the Terms of Use under any theory of liability, whether in contract, tort (including negligence), breach of warranty or other theory, exceed total fees paid by You hereunder during the preceding twelve (12) month period. 

Termination. Developer’s use of the APIs which is inconsistent with the grant of license herein or any delinquency in Developer’s payment obligations shall be the basis for immediate termination of the License granted pursuant to the Terms of Use by KBA or the imposition of appropriate charges for the uses or both. This shall be in addition to, and not in lieu of, other legal and equitable remedies available to KBA and shall not affect the sums due hereunder.

Waiver. The failure of KBA to require the performance of any term of the Terms of Use or the waiver by KBA of any breach under the Terms of Use shall not prevent a subsequent enforcement of such term by KBA nor be deemed a waiver of any subsequent breach.

Headings and Captions. The headings and captions used in the Terms of Use are for convenience only, they are not to be considered a part of the Terms of Use, they in no way define, limit, construe or describe the scope or intent of the paragraphs of the Terms of Use nor in any way affect them.

16. Acceptable Use Policy. You agree not to use the APIs or the API Data to:

• upload, post or otherwise transmit any data or content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy or without another’s permission, hateful, or racially, ethnically or otherwise objectionable to any person for any reason, natural or corporate;
• harm minors in any way; impersonate any person or entity, including, but not limited to, an KBA official, forum leader, guide or host, or falsely state or otherwise misrepresent Your affiliation with a person or entity;
• upload, post or otherwise transmit any falsified, composite, or otherwise non-authentic depictions of events, locations, landmarks, entities or persons (spoofs);
• upload, post or otherwise transmit any content that You do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
• upload, post or otherwise transmit any content that infringes any patent, trademark, trade secret, copyright or other proprietary or intellectual property rights of any party;
• upload, post or otherwise transmit any content that promotes discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
• upload, post or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” “phishing” or any other form of solicitation, including, without limitation, the solicitation of users to become subscribers of other on-line information services competitive with KBA;
• upload, post or otherwise transmit any material that contains software viruses, or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
• interfere with or disrupt KBA or servers or networks connected to KBA, or disobey any requirements, procedures, policies or regulations of networks connected to KBA;
• “stalk” or otherwise harass another; collect or store Personally Identifiable Information about other users;
• promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals, including, but not limited to, providing instructions on how to assemble bombs, grenades and other weapons, and creating “Crush” sites;
• use Your access or KBA-hosted site (or directory) as storage for remote loading or as a door or signpost to another home page, whether inside or beyond the KBA site, without express written permission from KBA.

17. How to Contact Us

If you have questions or comments about KBA DATA SERVICE TERMS OF USE, please contact us at webmaster@kaizenblitz.io