1. Introduction

These API Terms and Conditions (“API Terms”) governs your use of the carbon emissions calculation API ("API") provided by Sluicebox, Inc. ("Company" or “Sluicebox” or “we” or “us”), headquartered in Austin, TX, as ordered under one (1) or more order forms or separate written agreements fully executed by the parties (“Order Form”). These API Terms are subject to and incorporate by reference the Company’s general Terms and Conditions (“General Terms and Conditions”) https://www.sluicebox.ai/terms-and-conditions) (collectively, the “Additional Terms”). By accessing or using the API, you (“Customer” or “you”) acknowledge that you have read, understood, and agree to be bound by these API Terms and the Additional Terms. Together, the API Terms, [Additional Terms] and the Order Form constitute the entire agreement between you and the Company with respect to your use of the API (the “Agreement”).

2. Definitions

• “API”: The carbon emissions calculation application programming interface provided by Company under these API Terms.
• “Company Data” means any data, content, information, files, prompts, inputs, text, or other materials that Company makes available through the API.
• “Customer Data” means any data, content, information, files, prompts, inputs, text, or other materials that you upload to, submit to, or otherwise make available through the API.
• “Proprietary Information”: Includes Company's calculation engine, algorithms, and any data provided by Company or generated by the API.

3. License Grant

• License: Subject to these API Terms, Company grants Customer a non-exclusive,non-transferable, revocable license to access and use the API solely to enable or facilitate the transfer the Customer Data and/or Company Data for internal business purposes.
• Restrictions: Customer shall not: (i) modify, adapt, alter, translate, or create derivative works of the API; (ii) merge the API with other software; (iii) sublicense, lease, rent, or loan the API; (iv) reverse-engineer, decompile, disassemble, attempt to reconstruct, identify, or discover any underlying ideas, user interface techniques, calculation methodologies, source code, or algorithms from the API or Services, nor assist or allow others to do so; (v) use the API to develop any service or product that competes, directly or indirectly, with the API; or (vi) remove, alter, or obscure any proprietary notices of Company or Company's licensors on the API.

4. Usage and Data

• Data Ownership: You retain all rights in your original Customer Data. Company retains all rights in Company Data. However, by submitting Customer Data through the API, you grant Sluicebox a perpetual, irrevocable, sublicensable, transferable, worldwide, and royalty-free license to use, process, modify, reproduce, distribute, display, and create derivative works of Customer Data, for the purposes of providing the API and improving Sluicebox’s products, models, and offerings.
  
  You acknowledge and agree the Company may use Customer Data, including your inputs, prompts, usage data, and any interactions with the API, to train, improve, and refine its products and services. This use may include, without limitation, enhancing model performance, accuracy, and adaptability across users. Further, we may use Customer Data that constitutes personal data in accordance with Sluicebox’s privacy policy available at [https://www.sluicebox.ai/privacypolicy].
  
  Such use will rely on data in an anonymized and aggregated form. Company will not use Customer Data containing personal information to improve the product without complying with applicable data protection laws, including obtaining any required consents where necessary.
  
  Company may collect, create, use, and share Customer Data in anonymized and aggregated form for any lawful purpose, such as analytics, benchmarking, marketing, development or research purposes permitted by law. Anonymized data will not include any information that directly identifies you or your users.
  
  Company retains all right, title, and interest, including all intellectual property rights, in and to any models, reports, analytics, insights, outputs, derivative works, or other materials created, developed, or generated by Company in connection with your use of the API, even if such materials are based on or derived from Customer Data. You do not acquire any rights in such materials by virtue of having submitted Customer Data or using the API.
  
  After the termination of these API Terms or any Order Form, Company may retain and continue to use Customer Data in anonymized and aggregated form for the purpose of improving and operating its Services, models, and technologies. The license granted herein shall survive termination to the extent necessary for such use. You waive any right to revoke or modify such license following termination.
  
  To the extent you access any Company Data, any license to such Company Data will be subject to an Order Form or other separate written agreement.
• User Data Handling: Customer must delete Company's data upon service termination and comply with GDPR standards in handling all data.

5. Intellectual Property

• IP Ownership: All rights, title, and interest in and to the API and Company Data, including all intellectual property rights therein, are and will remain with Company and Company's licensors. Nothing in these API Terms transfers or assigns to Customer any of Company's intellectual property rights.
• Feedback: Any feedback, comments, or suggestions provided by Customer regarding the API is entirely voluntary and Company will be free to use such feedback, comments, or suggestions provided by or on behalf of Customer as Company sees fit and without any obligation, financial or otherwise, to Customer.

6. Fees and Payment

• Fees: You agree to pay all invoices within the time frame specified in the applicable Order Form(s), or if no timeframe is specified, then within thirty (30) days from date of invoice. All payments shall be made in U.S. dollars via wire transfer, ACH, or other electronic methods as specified in the applicable Order Form(s) or invoice. Company has the right to suspend access to the API and/or Company Data in the event any payment is not paid when due.
• Changes to Fees: Company reserves the right to adjust pricing for its Services over time, provided that any such changes will not apply until the start of a renewal term and will be communicated to you in advance.

7. Confidentiality

• “Confidential Information” means: (i) business or technical information, including product plans, designs, source code, marketing plans, pricing, business opportunities, personnel, research, development or know-how related to the disclosing party’s business; or (ii) information designated by the disclosing party as “confidential” or “proprietary” or which, under the circumstances taken as a whole, would reasonably be deemed to be confidential, all disclosed prior to or during the term. Confidential Information shall not include information which: (i) is or becomes generally available to the public other than as a result of wrongful disclosure by the receiving party; (ii) is or becomes available to the receiving party on a non-confidential basis from a third party that rightfully possesses the Confidential Information and has the legal right to make such disclosure; or (iii) is developed independently by the receiving party without use of any of disclosing party’s Confidential Information and by persons without access to such Confidential Information. The receiving party shall not use the disclosing party’s Confidential Information for any purpose other than the purposes of exercising such party’s rights or performing such party’s obligations under API Terms. The receiving party shall only disclose the disclosing party’s Confidential Information to its employees, personnel, agents, or contractors who have a need to know such information for the purposes of exercising such party’s rights or performing such party’s obligations under the API Terms and who are bound by written obligations of confidentiality and non-use at least as restrictive as those contained in the API Terms. For purposes of clarity, the terms and conditions of this API Terms shall be considered the Confidential Information of both parties. The obligations herein survive the expiration or termination of the API Terms.

8. Warranties and Disclaimers

• DISCLAIMERS: THE API IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE API WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE API AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ANDNON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE API’S CONTENT, COMPANY DATA, OR THE CONTENT OF ANY WEBSITES OR MOBILE APPLICATIONS LINKED TO THE API AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE API, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE API, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE API BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE API. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE API, ANY HYPERLINKED WEBSITE, OR ANY WEBSITE OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
  
  YOU ACKNOWLEDGE AND AGREE THAT OUTPUTS PROVIDED BY THE API MAY NOT BE SUITABLE FOR REGULATORY COMPLIANCE, CERTIFICATION, OR CRITICAL BUSINESS DECISIONS WITHOUT INDEPENDENT VERIFICATION BY YOU. YOU ASSUME SOLE RESPONSIBILITY AND LIABILITY FOR ENSURING COMPLIANCE WITH APPLICABLE LAWS, REGULATIONS, AND STANDARDS RELATED TO THE USE OF ALL OUTPUTS, INCLUDING BUT NOT LIMITED TO AI-GENERATED OUTPUTS.
  
  THE API MAY GENERATE CONTENT, RESPONSES, OR OUTPUTS USING ARTIFICIAL INTELLIGENCE AND MACHINE LEARNING MODELS (“AI OUTPUTS”). YOU UNDERSTAND AND ACKNOWLEDGE THAT AI OUTPUTS ARE GENERATED AUTOMATICALLY AND MAY CONTAIN INACCURACIES, ERRORS, OR OMISSIONS. SLUICEBOX MAKES NO GUARANTEES REGARDING THE ACCURACY, COMPLETENESS, RELIABILITY, OR SUITABILITY OF ANY AI OUTPUT FOR A PARTICULAR PURPOSE.
  
  YOU ARE SOLELY RESPONSIBLE FOR REVIEWING, VALIDATING, AND VERIFYING ANY AI OUTPUTS BEFORE RELYING ON OR USING THEM IN ANY CONTEXT, INCLUDING BUT NOT LIMITED TO BUSINESS, LEGAL, MEDICAL, TECHNICAL, OR FINANCIAL DECISION-MAKING. AI OUTPUTS ARE NOT A SUBSTITUTE FOR PROFESSIONAL ADVICE OR JUDGMENT.
  
  COMPANY MAKES NO REPRESENTATIONS, WARRANTIES, OR GUARANTEES THAT THE OUTPUTS OF ITS ANALYTICS, AI MODELS, OR SERVICES WILL SATISFY ANY SPECIFIC LEGAL, REGULATORY, CERTIFICATION, OR COMPLIANCE STANDARDS THAT MAY APPLY TO YOUR INDUSTRY, JURISDICTION, OR USE CASE. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THAT YOUR USE OF THE API COMPLIES WITH ALL APPLICABLE LAWS AND REGULATIONS.
  
  COMPANY DISCLAIMS ALL LIABILITY FOR ANY ACTIONS TAKEN OR NOT TAKEN BASED ON AI OUTPUTS GENERATED THROUGH THE API.
• Interruptions: We cannot guarantee the API will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the API, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the API at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the API during any downtime or discontinuance of the Services. Nothing in these API Terms will be construed to obligate us to maintain and support the API or to supply any corrections, updates, or releases in connection therewith.

9. Limitation of Liability

• IN NO EVENT WILL WE OR OUR DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM YOUR USE OF THE API, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO US DURING THE SIX (6) MONTH PERIOD PRIOR TO THE EVENT OR INCIDENT GIVING RISE TO THE CAUSE OF ACTION, UNDER THE APPLICABLE ORDER FORM FOR ACCESS TO AND USE OF THE API. CERTAIN US STATE LAWS AND INTERNATIONAL LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

10. Rate Limiting and Data Protection

Rate Limiting: Company may impose usage limits to prevent abuse and ensure fair access to the API. Customer agrees to comply with such limits.

Order Form Usage Limitations: Customer acknowledges and agrees that its access to and use of the API may be subject to usage restrictions, including, without limitation, API call volume, transaction thresholds, rate limits, data quotas, and any additional usage limitations explicitly defined in the applicable Order Form(s). Customer shall strictly adhere to such limitations. Should Customer exceed the prescribed usage restrictions, Company reserves the right, in its sole and absolute discretion, to take one or more of the following remedial actions: (i) Temporarily restrict, throttle, suspend, or terminate Customer’s access to the API until compliance is re-established; (ii) Require Customer to amend or upgrade the existing Order Form to account for increased usage levels; and/or (iii) Impose additional fees consistent with the terms outlined in the applicable Order Form, or as otherwise mutually agreed upon in writing by the parties.

Customer shall promptly comply with any reasonable instruction provided by Company to remedy usage in excess of the limitations set forth in the applicable Order Form(s).

Rate Limiting: Company may impose usage limits to prevent abuse and ensure fair access to the API. Customer agrees to comply with such limits.

• API Keys and Authentication: Access to the API may require a valid API key. Customer must keep API keys secure and must not share them with any third party.
• Usage Monitoring: Company may monitor API usage and logs activities to detect and prevent abuse.
• Data Encryption: Data transmissions may be encrypted.
• Quota Management: Company may apply data usage quotas. Exceeding these quotas may result in additional charges or access restrictions.
• IP Whitelisting: Access to the API may be restricted to specified IP addresses for security reasons.
• Token Expiration: Access tokens may be time-limited and must be refreshed periodically.
• Proprietary Calculation Disclosure: Customer shall not disclose or demonstrate Company's calculation methods to Customer's customers or any related party unless the receiving party has a valid license from Company.

11. Compliance and Enforcement

• Auditing: Company reserves the right to audit Customer's API usage to ensure compliance with these terms. Customer agrees to provide reasonable assistance and access to information in the course of such audits.

• Legal Enforcement: Misuse of the API, including attempts to reverse engineer or extract data, will result in immediate termination of access and may result in legal action.

12. Term and Termination

• Term: These API Terms are effective from the date Customer first accesses the API and continues until terminated.

• Termination: Either party may terminate this Agreement upon thirty (30) days’ written notice. Company may terminate this Agreement immediately if Customer breaches any term of this Agreement. Further, these API Terms will automatically terminate in the event the applicable Order Form is terminated in accordance with the terms therein.
• Effects: Upon termination, Customer's access to the API will cease immediately, and Customer must delete any data obtained through the API. All provisions of this Agreement which by their nature should survive termination will survive, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

13. Governing Law and Dispute Resolution

• Jurisdiction: These API Terms and your use of the API will be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws provisions. Any disputes arising out of or relating to this Agreement shall be resolved exclusively in the federal or state courts located in Delaware, and each party consents to such jurisdiction and venue.

14. Amendments

• Changes to Terms: Company reserves the right to amend these API Terms at any time and will provide notice of such amendments to Customer, such as by posting an update to this page or sending an email. By continuing to use the API after the effective date of any changes, you will be deemed to have been made aware of and accepted them, and you agree to be bound by the modified terms.

15. Miscellaneous

• Entire Agreement: These API Terms, along with the Order Form and General Terms and Conditions, constitutes the entire agreement between Customer and Company regarding the use of the API and supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.

• Severability: If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions will continue in full force and effect.

• Assignment: Customer may not assign this Agreement, nor any rights or obligations hereunder, without Company's prior written consent. Any attempted assignment in violation of this provision shall be null and void. Company may assign any or all of our rights and obligations to others at any time. In the event that Company undergoes a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets (“Change of Control”), all rights, obligations, and licenses granted under these API Terms shall automatically transfer to the successor or acquiring entity without the need for your consent. In the event that Customer assigns this Agreement to a competitor in connection with a Change of Control to a competitor of Sluicebox, Sluicebox shall have the right to terminate this Agreement upon written notice.

• In the event of any conflict between these API Terms and the General Terms and Conditions, these API Terms shall control with respect to the API.