AirKey Developer Portal Terms of Use

1. Access to the Site

• We may change the authorization requirements to access the Site at any time at our sole discretion. We also reserve the right to deny access to the Site. This may be necessary to maintain or restore security or performance of the Site or any other AirKey sites and systems. When we change the authorization requirements or deny you access, we may try to notify you in advance but cannot guarantee we will do so.
• You agree to regularly audit access to ensure that only the correct persons maintain access as your team’s roles and personnel change over time. You agree to keep your user credentials, AirKey card, and any other security or access information (“Access Information”) confidential. You agree not to permit unauthorized users to obtain or use your Access Information. If you believe any Access Information has been compromised in any way, you will notify us immediately. You also agree to rotate your Access Information to access the Site as we request or require.

2. Content and Suggestions

• We own the intellectual property rights in and to the Site. This includes all programs, features, and functions (and their “look and feel”). This also includes all updates or upgrades made available by us (including without limitation the Sandbox, APIs, the API documentation, any URLs, any technical support, and/or any software or technology provided to you in connection with your use of any of the above). We retain all rights not expressly granted to you in this Agreement. Other trademarks and graphics are the property of their respective owners.
• You irrevocably assign, without charge, all intellectual property rights relating to oral and written comments and suggestions from you relating to the Site (including without limitation the APIs and API Documentation) ("Suggestions"). At our expense, you will take all actions we deem necessary to record, perfect, and maintain our rights in and to all Suggestions. We will have an unlimited, worldwide, royalty-free right to use and modify all Suggestions. We have no confidentiality obligations with respect to any Suggestions.

3. Confidential Information

You acknowledge that your use of the Site, including access to the Sandbox, APIs, the API documentation, and any other non-public technical or business information provided by us (collectively, “Confidential Information”), may expose you to our commercially valuable proprietary information and trade secrets. You agree to hold all such Confidential Information in strict confidence and to use it solely for the purpose of developing and testing applications in connection with the Site as permitted under these terms. You will not disclose, publish, or disseminate any Confidential Information to any third party without our prior written consent. You will not decompile, disassemble or otherwise reverse engineer any Confidential Information, or determine or attempt to determine any source code, algorithms, methods or techniques embodied in such Confidential Information, except where such restriction is expressly prohibited by applicable law. You shall use at least the same degree of care to protect the Confidential Information as you use to protect your own confidential or proprietary information of a similar nature of sensitivity, but in no event less than a commercially reasonable standard of care. You will return or destroy, as required by us, Confidential Information in your possession promptly upon termination of the Agreement or when your account is deleted, removed, suspended or terminated. If we request, you will provide us with a certificate certifying return or destruction of all Confidential Information. This obligation of confidentiality shall survive the termination of this Agreement and your use of the Site.

4. Changes and Amendments

We may change, suspend, or discontinue access to the Site, or any part of it, at any time without notice. We may amend this Agreement at our sole discretion by posting revised terms on our website, or otherwise making such revised terms available to you. Unless otherwise indicated, when you access or use the Site after the effective date of the revised Agreement, you accept the terms.

5. Termination

Your rights under this Agreement will cease without notice if you fail to comply with any of its terms. In such a case, we may immediately stop your access to the Site or Sandbox, and you will have no further right to use the Site, Sandbox or any information, data, materials, or documentation you obtained from the Site or Sandbox..

6. Text Message and Email Notices

We may provide you with notices related to the Site by email, text message/SMS, regular mail, or postings on the websites or apps related to the Site. By using the Site, you consent to receive notices from us. This allows us to provide you with certain communications and other records electronically. By providing us with a telephone number (including a wireless/cellular or mobile telephone number), you consent to receiving servicing and transactional SMS from us and our Service Providers at that number. By providing us with an email address, you consent to receive emails from us for everyday business purposes (including identity verification). For text messaging, we may send recurring text messages from numbers and/or short codes used by Capital One or its service providers. Message and data rates may apply and you may reply STOP to stop.

7. Tech Support

We may not be able to provide technical or other support for your access or use of the Site. You agree to any support rules and policies.

8. Feedback

You agree that any suggestions, comments, and feedback you submit to us (“Feedback”) shall be our property. We are free to use any Feedback without any restriction of any kind. This includes without limitation the right to reproduce, display, transform, distribute and create derivative works. We can also use any ideas, concepts, know-how or techniques in such Feedback for any purpose.

9. Disclaimer of Warranty

You assume all risk for your use of the Site. All API materials, the Site, Sandbox, any AirKey or Capital One brands and all data provided by or on behalf of us are provided "as is." We make no express or implied warranty or representation. We and our licensors, suppliers, service providers, and business partners disclaim all warranties, either express or implied, including without limitation the warranties of merchantability, fitness for a particular purpose, and noninfringement. This also includes any warranties that may arise from course of dealing, course of performance, or trade usage. No oral or written advice or information given by us creates any kind of warranty not expressly stated in this agreement.

10. Limitation of Liability

• To the maximum extent permitted by law, you assume all risk that may result from your use of the Site. you agree not to hold us liable for any direct, indirect, incidental, special, consequential, or punitive damages relating to your access or use (or inability to access or use) the Site, regardless of whether they’re based on warranty, contract, tort, statute, or any other legal theory. This includes without limitation damages for loss of profits, goodwill, use, data, or other intangible losses. The Site may sometimes be down, delayed, interrupted, or not work properly. We are not liable to you for any interruptions or unavailability of the Site. Should the Site be defective in any way, we assume no liability for servicing, repair, or correction. We have no obligation to correct any bugs, defects, or errors in connection with the Site.
• If you are dissatisfied with the Site or any feature, function or service available through the site, your sole and exclusive remedy is to stop using the Site.
• In states where the exclusion or limitation of liability for consequential or incidental damages may not apply, our liability in those states is limited and warranties are excluded to the greatest extent permitted by law but shall, in no event, exceed ten dollars ($10).

11. Indemnification

You agree that you are personally responsible for your conduct while using the Site. You agree to indemnify, defend, and hold harmless AirKey, LLC and our respective owners, affiliates, directors, officers, employees and agents from claims, losses, expenses, liability, damages and costs (including, but not limited to, direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys’ fees, caused by or arising out of your use, misuse, or inability to use the Site. This includes any violation by you of these terms. This provision will survive the expiration or termination of this Agreement.

12. Sandbox Usage

Without limiting the foregoing, by signing up to access and use the Sandbox, you acknowledge and agree that:

• The information you provide to us is accurate;
• We own all right, title, and interest in the Sandbox APIs (including any experimental APIs), the API documentation, and any software or source code we provide to you in connection with your use of the Sandbox. We are providing you a limited license to use the Sandbox and related APIs solely for you to assess the feasibility of, and your interest in, using our external API(s) in a production environment;
• The Sandbox is a test environment. We make no promises or claims as to the availability or uptime of the Sandbox. You may only use simulated, anonymous, non-live data when testing in the Sandbox. You may not use real customer data or transactions. You shall be solely responsible for all liability and losses associated with failure to comply with such prohibition.

13. Security and Harmful Code

You will not include (or enable or permit to be included) any spyware, malware, virus, worm, Trojan horse or other malicious or harmful code. You will not: (i) use the Site, Sandbox or any APIs for any purpose or in any manner other than expressly permitted in this Agreement or the API documentation; (ii) rent, sell, lease, lend, convey, redistribute or otherwise provide any third party with use of the Sandbox, APIs or API materials; (iii) modify, decompile, reverse engineer, alter, tamper with or create derivative works of the Site, Sandbox, APIs or API materials; (iv) attempt to access or actually access portions of the Site or Sandbox not authorized for your use; (v) use the Site, Sandbox, APIs or API materials for any unlawful purpose; (vi) circumvent or attempt to circumvent or make ineffective any security measures of the Site or Sandbox.

14. Governing Law; Jurisdiction; Venue

Jurisdiction; Venue. Virginia law governs this Agreement without regard to its conflicts of law principles. To the extent permitted under any applicable law, this Agreement will not be subject to the Uniform Computer Information Transactions Act as codified or amended. You irrevocably and unconditionally submit to the jurisdiction and venue of the United States District Court for the Eastern District of Virginia. If this court does not have subject matter jurisdiction, then you submit to the courts of Virginia located in Henrico or Fairfax County.

15. Special Notice for California Users

Under California Civil Code Section 1789.3, certain users of the Services from California are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Suite N 112, Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210. You may contact us at:

AirKey
Attn: Legal Notice
PO Box 30285
Salt Lake City, UT 84130-0285

16. AirKey's Intellectual Property

We own the intellectual property rights related to or used in connection with our Service. This includes patents, trade secrets, copyrights, and trademarks. All other intellectual property rights are the property of their respective owners. Nothing in this Agreement gives you any rights with respect to any intellectual property rights owned by us or others. All other trademarks and graphics are the property of their respective owners.

17. Severability

If any part of this Agreement is void or unenforceable, all remaining terms shall remain valid and enforceable.

18. Non-Waiver

We shall not be deemed to have waived any of our rights or remedies unless such waiver is in writing and signed by us. No delay or failure on our part to exercise any right or remedy shall be a waiver of that or any other right or remedy. A waiver on any particular occasion shall not be construed as a bar or waiver of any rights or remedies in the future.