UPDATED JANUARY 25, 2024

IMPORTANT - READ CAREFULLY: This API License Agreement (this "Agreement") is a contract between you, as Licensee ("You" or "Licensee") and MakePrisms Inc. (“Prism”), a Delaware corporation, and applies to your use of the Prism API service (the "Service"). IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT, PLEASE DO NOT USE OR ACCESS OUR SERVICES. INSTEAD, IF YOU WISH TO MODIFY THESE TERMS PRIOR TO USING OR ACCESSING OUR SERVICES, PLEASE CONTACT US AT API@MAKEPRISMS.COM.

In this Agreement, "you" or "your" means any person or entity using the Service. Unless otherwise stated, "Prism," "we" or "our" will refer collectively to MakePrisms Inc. and its affiliates. This Agreement is effective as of the date you first access, download or use the API, or click the Acceptance button ("Effective Date"), until the time it is terminated. This Agreement incorporates the Prism Terms of Use, the terms of which also govern your use of the Prism Service.

1. LICENSES AND RESTRICTIONS

1. API License. Subject to the terms and conditions of this Agreement, Prism hereby grants to you a non-exclusive, non-transferable, non-sublicense-able, limited license to use the Application Programming Interface ("API License") solely in accordance with this Agreement. You may do the following under this API License:

●      Enable your applications, websites, products, or services to connect with and/or utilize Prism’s Services

●      Access information stored in Prism’s Services

●      Abide by this and all other agreements you have or will enter into with Prism

2. Any combination of the foregoing bulleted subsections above are "Permitted Use." Permitted Use is subject to all restrictions identified herein. We will provide to you a key that will permit you to use the API (the "Key"). The Key is the property of Prism and may be immediately revoked or terminated by Prism. A "Third Party Service Provider" is any third party service provider who is reasonably needed to undertake the Permitted Use of this Agreement and who is subject to all restrictions herein, including confidentiality provisions at least as restrictive as those set forth in Section 7 ("Confidential Information").

3. General License Conditions and Restrictions. You shall neither use the Services in any way not expressly permitted or granted under this Agreement, nor use any alternative means such as robots, spiders, scraping or other technology to access, query, or use www.makeprisms.com, or any other web site owned or operated by Prism or any of its affiliates or subsidiaries (the "Prism Site"), or the Services to obtain any information, other than as provided by Prism to you pursuant to this Agreement. Following expiration or termination of this Agreement, you shall not use (or facilitate use of) any alternative means such as robots, spiders, scraping or other technology to access, query, or use the Prism Site or Services to obtain any information. We may deprecate or terminate the availability or performance of the API at any time and for any reason.

4. Restrictions and Conditions on Use. You agree that you shall not use the Services, or permit same to be used in any manner, whether directly or indirectly, that would (i) permit the disclosure of the Services to, or the use of the Services by, anyone other than your employees or Third Party Service Providers, or (ii) enable the Services to be used in any location other than your Site (unless Prism otherwise has agreed in writing in advance). Specific Prohibitions: Notwithstanding anything contrary in this Agreement, you are specifically prohibited from doing any of the following:

●      You shall not sell, transfer, sublicense, or disclose your Key or any credentials provided by Prism to any third party (other than Third Party Service Providers);

●      You shall not transmit, facilitate, enable or otherwise provide the Services to any third parties not expressly authorized by this Agreement;

●      You shall not modify, decompile or otherwise alter the Services;

●      You shall not engage in phishing attacks or any activity associated with malware;

●      You shall not make requests to the API that are, in our sole discretion, excessive;

●      You shall not use the API to discover undocumented calls or other functionality of the API;

●      You shall not use the API to discover private information about other users;

●      You shall not use the API to discover private information about our System;

●      You shall not circumvent or attempt to circumvent any limitations on API requests we put in place; and

●      You shall not use or access the Services in a manner inconsistent with the terms of this Agreement.

2. CONTENT AND INTELLECTUAL PROPERTY LICENSES.

1. Content and IP Ownership. Except as otherwise provided in this Agreement, as between Prism and You, Prism retains all rights, title and interest in and to all intellectual property rights (including without limitation all patent, trademark, copyright, trade dress, trade secrets, database rights and all other intellectual property rights) embodied in or associated with the Services, the Prism Site and any and all services, technology and any content created or derived there from. There are no implied licenses under this Agreement, and any rights not expressly granted to you hereunder are reserved by Prism or its suppliers. You shall not take any action inconsistent with Prism’s ownership of the API, and/or Services. You shall not exceed the scope of the licenses granted hereunder.

2. Limits on Sublicensing. All license rights (under any applicable intellectual property right) granted herein are not sublicenseable, transferable or assignable, except as otherwise provided herein.

3. Uptime. Prism does not guarantee that the Prism Site shall be available twenty-four hours a day.

3. TERM AND TERMINATION.

1. No Notice. Prism may terminate this Agreement at any time upon advance notice for any reason and without notice to you.

2. Survival. The following Sections of the Agreement shall survive any termination of this Agreement: the following sections under Section 1.2 ("General License Conditions and Restrictions"), Section 1.3 ("Restrictions and Conditions of Use"), Section 2 ("Content and Intellectual Property Licenses"), Section 3.2 ("Survival"), Section 6 ("Representations and Warranties"), Section 7 ("Confidential Information"), Section 8 ("Limitation of Liability"), Section 9 ("Indemnification"), and Section 10 ("General").

3. Effects of Termination. Upon termination of this Agreement, you shall no longer log in with your Key and all licenses granted hereunder shall terminate unless such licenses are expressly stated as surviving.

4. SECURITY AND STABILITY.

You acknowledge that it is in the best interests of both parties that Prism maintains a secure and stable environment; to that end, Prism reserves the right to change the method of access to the Services at any time. You also agree that, in the event of degradation or instability of Prism’s system or an emergency, Prism may, in its sole discretion, temporarily suspend your access to the Services under this Agreement in order to minimize threats to and protect the operational stability and security of the Prism system.

5. DISCLAIMER OF PRISM WARRANTIES.

YOUR USE OF THE API IS PROVIDED HEREUNDER ON AN "AS IS" BASIS WITHOUT WARRANTY OF ANY KIND. EXCEPT AS EXPRESSLY STATED HEREIN, PRISM DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PRISM DOES NOT REPRESENT OR WARRANT THAT THE PRISM SITE SHALL OPERATE SECURELY OR WITHOUT INTERRUPTION. You acknowledge that you have not entered into this Agreement in reliance upon any warranty or representation.

6. REPRESENTATIONS AND WARRANTIES.

You represent and warrant that you shall at all times comply with all laws and regulations applicable to your products and/or services, related promotional activities and its performance under this Agreement.

7. CONFIDENTIAL INFORMATION.

1. Confidential Information. Confidential Information Defined. Prism’s “Confidential Information" is defined as any confidential or proprietary information which is disclosed to you in a writing marked "Confidential" or, if disclosed orally, is identified as confidential at the time of disclosure and is subsequently reduced to a writing marked "Confidential" and delivered to the other party within ten (10) days of disclosure, or disclosed through the API. The terms of this Agreement and the Services shall be deemed Confidential Information regardless of whether marked "Confidential."

2. Licensee Obligations. You shall hold Prism’s Confidential Information in confidence and shall not disclose such Confidential Information to third parties nor use Prism’s Confidential Information for any purpose other than as required to perform under this Agreement. Where Confidential Information is required to be disclosed by a court, government agency, regulatory requirement, or similar disclosure requirement, you shall immediately notify Prism upon learning of the existence or likely existence of such requirement and shall use reasonable efforts to avoid such disclosure and, if necessary, use reasonable efforts to obtain confidential treatment or protection by order of any disclosed Confidential Information. Notwithstanding any contrary provision in Section 15 ("Notice"), notification to Prism under this Section 7.2 should be provided by personal delivery on a same day. Your obligations hereunder shall survive the termination of this Agreement for a period of five (5) years.

3. Return of Confidential Information Upon Termination. Upon termination of this Agreement, you shall return to Prism within three (3) days all Confidential Information and all documents or media containing any such Confidential Information and any and all copies or extracts thereof.

4. Competitive or Similar Materials. Notwithstanding the foregoing, in no event shall Prism be precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing or developing for third parties, as well as marketing and/or distributing, materials which are competitive with your products and/or services (collectively, "your Products"), irrespective of their similarity to current Products or your Products that may be developed hereafter.

8. LIMITATION OF LIABILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE SHALL NOT BE LIABLE FOR DAMAGES OF ANY KIND (INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOST DATA, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES) ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE SERVICES INCLUDING, BUT NOT LIMITED TO, DAMAGES ARISING FROM OR RELATED TO ANY OF THE FOLLOWING: ANY HARM OR DAMAGE CAUSED BY, OR OTHERWISE RELATED TO, YOUR RELIANCE ON INFORMATION PROVIDED THROUGH THE SERVICES; ANY LOSS OR UNAUTHORIZED DISCLOSURE OF DATA; ANY HARM OR DAMAGE CAUSED BY, OR OTHERWISE RELATED TO, YOUR USE OF OR INTERACTION WITH ANY SERVICES OFFERED THROUGH THE SERVICES; AND ANY VIOLATIONS OF APPLICABLE LAWS, RULES, REGULATIONS, AND OTHER AGREEMENTS. THIS LIMITATION SHALL APPLY REGARDLESS OF THE LEGAL THEORY OR FORM OF ACTION.

IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND YOUR USE OF THE SERVICES EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100.00) AND THE FEES THAT YOU HAVE PAID TO US IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND US. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES OR CAUSES OF ACTION, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

9. INDEMNIFICATION.

In the event that any third party brings a claim against us related to your use of the Services (a “Claim”), you agree to indemnify, defend, and hold us and our agents harmless from and against any and all third party claims, losses, liabilities, damages, and/or costs (including reasonable attorneys’ fees and costs) relating to such Claim. We will notify you promptly of any such Claim and will provide you with reasonable assistance, at your expense, in defending any such Claim; provided, however, that our failure to so notify you shall not relieve you of your indemnity obligations with respect to such Claim, but instead shall reduce those obligations by the amount of damages or increased costs and expenses attributable to our failure to give notice. We reserve the right to approve counsel retained by you, to take control of the defense (at our expense), and to participate in the defense of any Claim (at our expense) for which indemnity is required. You may not settle any Claim without our prior consent.

10. GENERAL.

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without giving effect to any choice or conflict of law provision or rule. The parties hereby consent to the exclusive jurisdiction and venue of the federal and state courts located in the State of California for any litigation arising out of or related to this Agreement. Both parties waive any objection to the jurisdiction and venue of such courts and agree that any litigation initiated shall be conducted in the State of California, where the decisions and awards shall be considered final and conclusive.

11. PUBLICITY.

You shall not make any public statement regarding the terms of this Agreement, any aspect thereof, or the Services without Prism’s prior written approval which may be withheld at its sole discretion.

12. INDEPENDENT CONTRACTORS.

This Agreement does not create, and nothing contained in this Agreement shall be deemed to establish, a joint venture between the parties, or the relationship of employer-employee, partners, principal-agent, a fiduciary relationship or the like.

13. ASSIGNMENT.

You may not assign rights nor delegate duties hereunder without Prism’s prior written consent, which may be withheld at its sole discretion.

14. SEVERABILITY.

If any provision herein is held to be invalid or unenforceable for any reason, the remaining provisions shall continue in full force without being impaired or invalidated in any way.

15. NOTICE.

Any notice under this Agreement shall be in writing and delivered by confirmed e- mail and shall be deemed given upon confirmation of receipt of e mail. Notices shall be sent to a party at its address set forth above or such other address as that party may specify in writing pursuant to this Section 15, or to the email address you provide ("Notice").

16. ENTIRE AGREEMENT; WAIVER.

This Agreement sets forth the entire understanding and agreement of the parties regarding the Services, and supersedes any and all oral or written agreements or understandings between the parties as to the Services. The waiver of a breach of any provision of this Agreement shall not operate or be interpreted as a waiver of any other or subsequent breach.