By accessing or using the Offenders.io API, or by paying any invoice referencing these Terms, you agree to be bound by this Agreement. If you are entering into this Agreement on behalf of a company, you represent that you have the authority to bind such entity to these terms.
1. Services
1.1. Provider agrees to provide access to its Sex Offender API (“API”) as described in the attached API documentation (“Documentation”).
1.2. Client agrees to subscribe to the API for the term specified in Section 2 below.
2. Term and Termination
2.1. The initial term of this Contract shall commence on the Effective Date and shall remain active unless terminated under Section 2.2. or 2.3.
2.2. This Contract may be terminated by either party upon 15 days written notice to the other party.
2.3. Either party may terminate this Contract immediately upon notice to the other party if a party materially breaches the Contract, and if such breach is capable of being remedied, fails to remedy such a breach within 15 days after receiving written notice of the breach.
3. Fees and Payment
3.1. Client shall pay Provider a subscription fee as specified in the pricing plan agreed upon by both parties.
3.2. Payment shall be made monthly, on or before the due date, which is 30 days from the initial invoice date, unless otherwise agreed upon in writing.
3.3. Any invoice not paid within thirty (30) days of the invoice date shall accrue interest at the rate of 1.5% per month (or the maximum rate permitted by law, whichever is less). In addition, for each invoice that remains unpaid past the due date, Client shall pay an administrative late fee of $200.00 to cover Provider’s costs in managing the delinquent account. Client shall also be responsible for all reasonable costs of collection, including attorneys’ fees.
3.4. Provider may suspend access to the API for non‑payment.
4. License and Restrictions
4.1. Provider grants Client a non-exclusive, non-transferable license to access and use the API solely for Client’s internal business purposes in accordance with the terms of this Contract.
4.2. Client agrees not to: (a) reverse engineer, decompile, or disassemble the API; (b) modify or create derivative works based on the API; (c) sublicense, lease, rent, or otherwise transfer rights to the API; or (d) use the API for any unlawful purpose.
5. Confidentiality
5.1. Each party agrees to keep confidential all information disclosed by the other party that is marked as confidential or that should reasonably be understood to be confidential.
6. Representations and Warranties
6.1. Provider represents and warrants that it has the necessary rights to grant the license and provide the API in accordance with this Contract.
6.2. Client represents and warrants that it will use the API in compliance with all applicable laws and regulations.
7. Disclaimer of Warranty
7.1. The data provided through the API is aggregated from public sources. The Provider does not independently verify or validate this data. As such, THE PROVIDER MAKES NO REPRESENTATION OR WARRANTY, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, OR FITNESS FOR ANY PARTICULAR PURPOSE OF THE DATA PROVIDED THROUGH THE API. CLIENT ACKNOWLEDGES AND AGREES THAT ALL USE OF THE DATA IS AT CLIENT’S SOLE RISK.
7.2. The API and any related services are provided “as is” and “as available,” without warranty of any kind.
7.3. Client acknowledges that it has not relied on any representations or warranties other than those expressly set forth in this Contract.
8. Limitation of Liability
8.1. In no event shall either party be liable for any indirect, incidental, special, or consequential damages arising out of or in connection with this Contract.
8.2. IN NO EVENT SHALL EITHER PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO LIABILITY UNDER SECTION 9 (INDEMNIFICATION), EXCEED THE TOTAL AMOUNT PAID BY CLIENT TO PROVIDER DURING THE TWELVE (12) MONTHS PRIOR TO THE DATE THE CAUSE OF ACTION ACCRUES.
9. Indemnification
9.1. Client Indemnification. Client agrees to indemnify, defend, and hold harmless Provider and its officers, directors, and employees from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or in connection with: (a) Client’s use of the API; (b) Client’s reliance on any data provided via the API; or (c) Client’s breach of any provision of this Contract.
9.2. Provider Indemnification. Provider agrees to indemnify, defend, and hold harmless Client from and against any and all third-party claims, damages, liabilities, costs, and expenses arising out of or in connection with Provider’s material breach of this Contract. In no event shall Provider be liable for any claims arising from the acts or omissions of third-party subcontractors, including cloud infrastructure providers.
9.3. Exclusive Remedy. NOTWITHSTANDING ANYTHING TO THE CONTRARY, PROVIDER’S TOTAL AGGREGATE LIABILITY UNDER THIS SECTION 9 IS SUBJECT TO THE LIMITATIONS SET FORTH IN SECTION 8.2.
10. Miscellaneous
10.1. Any notice required by this Contract or given in connection with it, shall be in writing and shall be given to the appropriate party by email.
10.2. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign this Agreement without consent to a successor in interest in the event of a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any other attempt to assign this Agreement shall be null and void.
10.3. This Contract constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.
11. Governing Law and Jurisdiction
11.1. This Agreement shall be governed by and construed in accordance with the laws of the State of Wyoming, without regard to its conflict of laws principles. Any legal action or proceeding arising under this Agreement shall be brought exclusively in the state or federal courts located in Wyoming, and the parties hereby consent to personal jurisdiction and venue therein.