Algorithmia Application Developer and API License Agreement

This Application Developer and API License Agreement (the “Agreement”), and any other terms or agreements incorporated herein by reference, between you and Algorithmia, Inc. and any of our affiliated companies (“Algorithmia”) governs your development of algorithms and/or other software (“Software”) for the Algorithmia API, Algorithmia.com, and/or other Algorithmia products, services, applications or software (collectively, the “Services”) as well as your use of the Algorithmia API to develop Software. If you develop Software for the Services on behalf of an entity, you represent and warrant that you are authorized to accept the terms and conditions of this Agreement on the entity’s behalf and that the entity agrees to be responsible to Algorithmia if you violate this Agreement. This Agreement does not change the terms or conditions of any other written agreement you may have with Algorithmia and is subject to and incorporates by reference the Algorithmia Terms and Conditions.

ACCEPTANCE AND CHANGES TO THIS AGREEMENT

THIS AGREEMENT CONSTITUTES AN ENFORCEABLE LEGAL AGREEMENT BETWEEN YOU AND ALGORITHMIA. PLEASE READ IT CAREFULLY. BEFORE YOU MAY SUBMIT SOFTWARE FOR INCLUSION IN THE SERVICES OR USE THE ALGORITHMIA API TO DEVELOP SOFTWARE, YOU MUST AGREE TO BE BOUND BY THIS AGREEMENT AND THE ALGORITHMIA TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO THE TERMS, CONDITIONS AND RESTRICTIONS SET FORTH IN THIS AGREEMENT OR THE ALGORITHMIA TERMS AND CONDITIONS, ALGORITHMIA DOES NOT GRANT YOU THE RIGHT TO USE THE SERVICES.

Algorithmia reserves the right at any time to modify this Agreement and to impose new or additional terms or conditions on your use of the Services. Algorithmia will notify you of the modifications and/or new or additional terms or conditions by revising the date at the top of this Agreement and, in some case, may provide you with additional notice (such as adding a statement to the Algorithmia homepage or sending you an email notification). Such modifications and/or additional terms and conditions will become effective at the end of the 30 day period beginning when Algorithmia posts the changes via the Services (“Notice Period”). If you disagree with any changes, you must stop using the Services within the Notice Period. Your continued use of the Services after the Notice Period will be deemed acceptance of the changes. You should review this Agreement whenever you access the Services and at least every 30 days to make sure that you understand the terms, conditions, and restrictions that will apply to your use of the Services.

Notwithstanding any other provision of this Agreement, Algorithmia reserves the right to change, suspend, remove, or disable access to the Services or any content or other materials comprising a part of the Services at any time without notice (a “Modification”). In no event will Algorithmia be liable for making any Modification. Algorithmia may also impose limits on the use of or access to certain features or portions of the Services, in any case and without notice or liability. You will, within 30 days from the date of first notice of any Modification, comply with such Modification(s) by making any changes to Software that may be required as a result of such Modification(s). You acknowledge that a Modification may have an adverse effect on your Software. Your sole recourse for such adverse effects is to cease using the Services. Your continued access to or use of the Services or any Software following such 30 day period constitutes binding acceptance of the applicable Modification(s).

Additional terms and conditions may apply to certain Services. When you use a Service offered by Algorithmia, you will also be subject to the guidelines, terms and agreements applicable to that particular Service (the “Service Terms”). In the event of any conflict between this Agreement and any particular Service Terms, the Service Terms will control.

API LICENSE

Subject to your compliance with the terms and conditions of this Agreement, Algorithmia hereby grants to you a nonexclusive, non-transferable, non-sublicensable, revocable license to (i) use and make calls to the Algorithmia API and to make use of the Services to develop, implement and distribute Software through the Services and (ii) use certain developer tools provided by Algorithmia, including but not limited to the Algorithmia API, developer documentation and content posted on Algorithmia.com.

COMPLIANCE

The license granted by Algorithmia in this Agreement is explicitly conditioned on your compliance with this Agreement, the Algorithmia Terms and Conditions, the Algorithmia Privacy Policy, any applicable Service Terms, and the Algorithmia Developer and API License Agreement (collectively, the “Algorithmia Agreements and Policies”) as well as all foreign, federal, state, local, and national laws, statutes, ordinances, and regulations that apply to your use of the Services (“Applicable Law”). You represent and warrant that your use of the Services will at all times comply with all Algorithmia Agreements and Policies and Applicable Law. If Algorithmia believes, in its sole discretion, that you are in violation of, have violated, or have attempted to violate, any term, condition, or the spirit of the Algorithmia Agreements and Policies or Applicable Law, Algorithmia may temporarily or permanently revoke the license granted to you in this Agreement, with or without notice.

SOFTWARE LICENSE

You do not transfer ownership of the Software to Algorithmia, but you do hereby grant Algorithmia, in its capacity as the provider of the Services, a worldwide, non-exclusive, perpetual, irrevocable, fully paid-up and royalty free license to use and permit others to use the Software (including the source code if made viewable) in any manner and without restriction of any kind or accounting to you, including, without limitation, the right to make, have made, sell, offer for sale, use, rent, lease, import, copy, prepare derivative works, publicly display, publicly perform, and distribute all or any part of the Software and any modifications, derivatives and combinations thereof and to sublicense (directly or indirectly through multiple tiers) or transfer any and all such rights; provided, however, that if your Software includes any FOSS, in the event of a conflict between the applicable FOSS license terms and the license terms set forth in this paragraph, the applicable FOSS license terms will control, but only to the extent required by the FOSS that you use. For purposes of this Agreement, “FOSS” means any software licensed under an Open Source Initiative Approved License, a list of which is currently available at http://opensource.org/licenses/alphabetical.

OWNERSHIP

Algorithmia owns and will continue to own all right, title and interest in and to the Services, the Algorithmia API, any Algorithmia trademarks, and any derivative works or enhancements thereof, including but not limited to any and all worldwide intellectual property rights therein. You agree not to act in any manner inconsistent with such ownership. Any of Algorithmia’s rights not expressly granted under this Agreement are reserved. In the event that you are deemed to acquire any rights in the Services, the Algorithmia API, any Algorithmia trademarks (or any confusingly similar marks), or any other Algorithmia-owned content, by operation of law or otherwise, you irrevocably and unconditionally agree to, at no expense to Algorithmia, immediately effectuate an assignment of such rights to Algorithmia and take such further action (including the execution and delivery of additional instruments and the giving of testimony) as Algorithmia may reasonably request to confirm, evidence or carry out the assignment or reservation of rights contemplated in this paragraph.

As between you and Algorithmia, you retain all worldwide right, title and interest in and to the Software you submit including but not limited to all intellectual property rights therein.

Any suggestions, comments, or other feedback (collectively, “Feedback”) that you provide regarding Algorithmia or the Services will constitute Algorithmia’s confidential information. Algorithmia is free to use, disclose, reproduce, license, distribute, and exploit this Feedback as Algorithmia sees fit without obligation or restriction of any kind.

PRIVACY

To the extent you have access to and are permitted to use any information provided by or about any Algorithmia user (“User Information”), you agree that such access and use must be in accordance with the then-current Algorithmia Privacy Policy. You will ensure that any collection, use and storage of any User Information collected, used or stored by you or the Software is not exploited for improper purposes, such as identity theft, fraud, or spamming.

FEES

Upon your request, Algorithmia will pay you fees on a monthly basis, at the rate of seventy percent (70%) of all Algorithmia credits earned via qualifying API calls to your Software, subject to any applicable withholding or deduction described below. In order to receive a payout for your Algorithmia credits, your Account must have a balance of at least 1,000,000 Algorithmia credits earned from qualifying API calls.

Algorithmia will pay you any fees due and owing within thirty (30) days following the end of each calendar month using a third party payment processor. Any amounts due and payable by Algorithmia will be paid in U.S. Dollars.

Algorithmia (or its third-party payment processor) may be obligated by law to obtain tax information from you if you are a U.S. citizen, U.S. resident, or U.S. corporation, or if your business is otherwise taxable in the U.S. If Algorithmia (or its third-party payment processor) requests tax information from you and you do not provide it, Algorithmia (or its third-party payment processor) may (in addition to any other rights or remedies available to Algorithmia) withhold any fees until you provide this information or otherwise satisfy Algorithmia (or its third-party payment processor) that you are not a person from whom Algorithmia (or its third-party payment processor) is required to obtain tax information.

Algorithmia will not be liable for any taxes that you are legally obligated to pay and that are incurred or arise in connection with or related to the transactions contemplated under this Agreement. You will defend, indemnify, and hold harmless Algorithmia from any taxes (including sales or use taxes paid by one party to another) or claims, causes of action, costs (including reasonable attorneys’ fees) and any other liabilities of any nature whatsoever related to any taxes that you are legally obligated to pay.

If you purchase and use Algorithmia credits to make API calls to algorithms, you will be charged in accordance with the guidelines available at the then-current Algorithmia pricing page.

TERMINATION

Either party may terminate this Agreement at any time, for any reason, or for no reason including, but not limited to, if you violate any provision of this Agreement. Any termination of this Agreement shall also immediately terminate the license granted to you hereunder. Upon termination of this Agreement, Algorithmia (or its third-party payment processor) will pay you all outstanding fees earned prior to the date of termination within thirty (30) days and you shall no longer be entitled to earn any additional fees.

REPRESENTATIONS AND WARRANTIES

You represent and warrant that: (i) you have the necessary power and authority to enter into this Agreement, and that the performance of your obligations will not constitute a breach or otherwise violate any other Agreement or the rights of any third party arising therefrom; (ii) if you are developing Software for the Services on behalf of an entity, you are authorized to accept the terms and conditions of this Agreement on the entity’s behalf and that the entity agrees to be responsible to Algorithmia if you violate the terms and conditions of this Agreement; (iii) you will secure and maintain all required rights and licenses related to the Software and you will be responsible, at your sole expense and cost, for paying all licensing fees, if any; (iv) if the Software includes any FOSS, you will comply with all applicable FOSS license terms, including any source code availability requirements and the Software will not cause any non-FOSS Algorithmia software to become subject to the terms of any FOSS license; (v) the Software will not infringe, misappropriate or otherwise violate any third party rights, including but not limited to any third party intellectual property rights; and (vi) your use of the Software does and will comply with all Applicable Law.

MISCELLANEOUS

If any part of this Agreement is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect. Algorithmia's failure to enforce any right or provisions in this Agreement will not constitute a waiver of such or any other provision. Algorithmia will not be responsible for failures to fulfill any obligations due to causes beyond its control.

You may not assign any of the rights or obligations granted under this Agreement, voluntarily or by operation of law (including without limitation in connection with any merger, acquisition, or sale of assets) except with the express written consent of Algorithmia, and any attempted assignment in violation of this paragraph is void and of no force or effect. Algorithmia may assign, transfer or delegate any of its rights and obligations hereunder without restriction by you. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. Except as otherwise provided expressly elsewhere in this Agreement, there will be no third party beneficiaries to this Agreement. As used in this Agreement, “including” means “including (without limitation)”. The section headings of this Agreement are for reference purposes only and will not affect the meaning or interpretation of this Agreement.

The Services are operated by Algorithmia from its offices in the United States. You agree to comply with all Applicable Law that relate to your use of the Services.

Algorithmia reserves the right to take steps Algorithmia believes are reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement. You agree that Algorithmia has the right, without liability to you, to disclose any information or data about or supplied by you to law enforcement authorities, government officials, and/or a third party, as Algorithmia believes is reasonably necessary or appropriate to enforce and/or verify compliance with any part of this Agreement (including but not limited to Algorithmia's right to cooperate with any legal process relating to your use of the Services and/or a third-party claim that your use of the Services is unlawful and/or infringes such third party's rights).

This Agreement, along with the Algorithmia Agreements and Policies, constitute the entire agreement among the parties with respect to the subject matter hereof and supersede and merge all prior proposals, understandings, and contemporaneous communications, whether oral, written or electronic.

QUESTIONS

If you have any questions regarding this Agreement or your use of the Services, please email Algorithmia at support@algorithmia.com.