API License Agreement


PLEASE READ THIS API LICENSE AGREEMENT CAREFULLY AS IT CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES AND OBLIGATIONS. THE API IS LICENSED TO YOU UNDER THIS AGREEMENT, NOT SOLD TO YOU. BY CLICKING A BUTTON DENOTING ACCEPTANCE OF THIS API LICENSE AGREEMENT, OR BY DOWNLOADING, INSTALLING, OBTAINING A LICENSE KEY, OR OTHERWISE ACCESSING OR USING THE API, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS API LICENSE AGREEMENT, THAT YOU UNDERSTAND IT, AND THAT YOU ACCEPT AND AGREE TO BE BOUND BY ITS TERMS. IF YOU ARE ACCEPTING THIS API LICENSE AGREEMENT ON BEHALF OF A COMPANY, ORGANIZATION, EDUCATIONAL INSTITUTION, OR AGENCY AS ITS AUTHORIZED LEGAL REPRESENTATIVE, THEN YOU` REPRESENT AND WARRANT THAT YOU HAVE THE POWER AND AUTHORITY TO BIND SUCH ENTITY TO THESE TERMS, AND REFERENCES TO “YOU” OR “LICENSEE” HEREIN REFER TO YOU, THE INDIVIDUAL END USER, AND THE ENTITY ON WHOSE BEHALF YOU ARE ACCEPTING THIS API LICENSE AGREEMENT.

SPAC WIRE LLC d/b/a SPAC RESEARCH and its affiliates (collectively, “SPAC RESEARCH” and “Licensor”) provide Application Programming Interfaces (as defined below) that may be made available to You to interoperate with SPAC RESEARCH’s products, services, information, and data (collectively, “Services”). You and SPAC RESEARCH may be referred to herein collectively as the “Parties” or individually as a “Party.”

This API License Agreement governs the implementation and use of the APIs, and is made a part of the Terms of Use located at https://www.spacresearch.com/terms (collectively, the “Agreement”). If there is a conflict between this API License Agreement and any other part of the Terms of Use, this API License Agreement will control with respect to matters within its scope. This Agreement is effective between You and SPAC RESEARCH as of the date of Your acceptance (the “Effective Date”).

  1. Definitions.
    • (a) "API" means the application programming interface and any API documentation or other API materials made available to Licensee by Licensor, including, without limitation, through SPAC RESEARCH’s website, including any Updates.
    • (b) "Licensor Offering" means the technology and application software made available by Licensor on a hosted basis.
    • (c) "Updates" means any updates, bug fixes, patches, or other error corrections to the API that Licensor generally makes available free of charge to all licensees of the API.
  2. License.
    • (a) License Grant. Subject to and conditioned on Your payment of the Fees (as defined under Section 5(a)) and compliance with all the terms and conditions set forth in the Agreement, SPAC RESEARCH hereby grants You a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the term of the Agreement to use the API solely for the purposes of accessing and downloading content from SPAC RESEARCH’s website and for Your use for internal business in the ordinary course (including use by Your employees and contractors providing outsourcing or hosting services, as long as You assume full responsibility for all compliance with this Agreement and any acts and omissions of such employees and contractors), including but not limited to any of the data, research, information, charts, tools, rankings, financial information, explanatory information related to selecting specific special-purpose acquisition companies ("SPACS") (collectively referred to as the "Content").
    • (b) Use Restrictions. You shall not use the API or any Content for any purposes beyond the scope of the license granted in the Agreement. Without limiting the foregoing and except as expressly set forth in this Agreement, You shall not at any time, and shall not permit others to: (i) copy, modify, or create derivative works of the API, in whole or in part; (ii) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the API; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the API, in whole or in part; (iv) remove any proprietary notices from the API; (v) use the API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; (vi) combine or integrate the API with any software, technology, services, or materials not authorized by SPAC RESEARCH; (vii) design or permit any applications to disable, override, or otherwise interfere with any SPAC RESEARCH-implemented communications to end users, consent screens, user settings, alerts, warning, or the like; (viii) use the API in any applications to replicate or attempt to replace the user experience of the Licensor Offering; or (ix) attempt to cloak or conceal Your identity or the identity of any applications when requesting authorization to use the API.
    • (c) Reservation of Rights. SPAC RESEARCH reserves all rights not expressly granted to You in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to You or any third party any intellectual property rights or other right, title, or interest in or to the API.
  3. Licensee Responsibilities.
    • (a) You are responsible and liable for all uses of the API resulting from access provided by You, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, You are responsible for all acts and omissions of Your end users in connection with Your applications and their use of the API, if any. Any act or omission by Your end user that would constitute a breach of this Agreement if taken by You will be deemed a breach of this Agreement by You. You shall take reasonable efforts to make all of Your end users aware of this Agreement's provisions as applicable to such end user's use of the API and shall cause end users to comply with such provisions.
    • (b) You shall comply with all terms and conditions of the Agreement, and all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on SPAC RESEARCH’s website from time to time. You shall monitor the use of Your applications for any activity that violates applicable laws, rules, and regulations or any terms and conditions of this Agreement, including any fraudulent, inappropriate, or potentially harmful behavior, and promptly restrict any offending users of Your applications from further use of your applications. You are solely responsible for posting any privacy notices and obtaining any consents from Your end users required under applicable laws, rules, and regulations for their use of Your applications.
    • (c) You will use commercially reasonable efforts to safeguard the API (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. You will promptly notify SPAC RESEARCH if You become aware of any infringement of any intellectual property rights in the API and will fully cooperate with SPAC RESEARCH in any legal action taken by SPAC RESEARCH to enforce SPAC RESEARCH’s intellectual property rights.
  4. Support and Updates.
    • (a) No Support. This Agreement does not entitle You to any support for the API.
    • (b) Updates. During the Term, SPAC RESEARCH may provide You, at no additional charge, all Updates, each of which are a part of the API and are subject to the terms and conditions of this Agreement. You acknowledge that SPAC RESEARCH may require You to obtain and use the most recent version of the API. Updates may adversely affect how Your applications communicate with the Licensor Offering. You are required to make any changes to your applications that are required for integration as a result of such Update at Your sole cost and expense.
  5. Fees and Payment.
    • (a) Fees. You shall pay SPAC RESEARCH the fees ("Fees") set forth in any order form, purchase order, or service form without offset or deduction. All Fees shall be non-refundable and payable in US dollars on or before the due date set forth in the applicable order form, purchase order, or service form. If You fail to make any payment when due, in addition to all other remedies that may be available: (i) SPAC RESEARCH may charge interest on the past due amount at the rate of 1.5% per month and compounded monthly or, if lower, the highest rate permitted under applicable law; (ii) You shall reimburse SPAC RESEARCH for all reasonable costs incurred by SPAC RESEARCH in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (iii) if such failure continues for thirty (30) days following written notice thereof, SPAC RESEARCH may suspend access to the API until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to You or any other person by reason of such suspension of access to the API.
    • (b) Taxes. All Fees and other amounts payable by You under this Agreement are exclusive of taxes and similar assessments. You are responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by You hereunder, other than any taxes imposed on SPAC RESEARCH’s income.
  6. Confidential Information.
    "Confidential Information" means any business or technical information of a Party, whether provided in written, electronic, oral or any other form, that: (i) is clearly marked or identified as "confidential" or "proprietary" at the time of disclosure; or (ii) the receiving Party knows or should reasonably understand is the confidential or proprietary information of disclosing Party; or (iii) is information that is not generally known by the public or belongs to one of the following categories: financial data, customer information, technical schematics, technical data, technical algorithms, product pricing, product roadmaps, product documentation, product software in source code, object code, or any other form, security procedures, trade secrets, developments, and designs. Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party's Confidential Information to any person or entity, except to the receiving Party's employees who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party's rights under this Agreement, including to make required court filings. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party's Confidential Information, or destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed.
  7. Collection and Use of Information.
    SPAC RESEARCH may collect certain information through the API or the Licensor Offering about You or any of Your employees, contractors, or agents. By accessing, using, and providing information to or through the API or the Licensor Offering, You consent to all actions taken by SPAC RESEARCH with respect to Your information in compliance with the then-current version of SPAC RESEARCH’s Privacy Policy, available at https://www.spacresearch.com/privacy.
  8. Intellectual Property Ownership; Feedback.
    You acknowledge that, as between You and SPAC RESEARCH, SPAC RESEARCH owns all right, title, and interest, including all intellectual property rights, in and to the API and the Licensor Offering. If You or any of Your employees, contractors, and agents sends or transmits any communications or materials to SPAC RESEARCH by mail, email, telephone, or otherwise, suggesting or recommending changes to the API or the Licensor Offering, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), all such Feedback is and will be treated as non-confidential. You hereby assign to SPAC RESEARCH on Your behalf, and on behalf of Your employees, contractors, and agents, all right, title, and interest in, and SPAC RESEARCH is free to use, without any attribution or compensation to You or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although SPAC RESEARCH is not required to use any Feedback.
  9. Disclaimer of Warranties.
    THE API IS PROVIDED "AS IS" AND SPAC RESEARCH SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. SPAC RESEARCH SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. SPAC RESEARCH MAKES NO WARRANTY OF ANY KIND THAT THE API, OR ANY PRODUCTS, CONTENT, OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY'S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
  10. Indemnification.
    You agree to indemnify, defend, and hold harmless SPAC RESEARCH and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, arising from or relating to (a) Your use or misuse of the API, (b) Your breach of this Agreement, and (c) your applications, including any end user's use thereof. In the event SPAC RESEARCH seeks indemnification or defense from You under this provision, SPAC RESEARCH will promptly notify You in writing of the claim(s) brought against SPAC RESEARCH for which SPAC RESEARCH seeks indemnification or defense. SPAC RESEARCH reserves the right, at SPAC RESEARCH’s option and in SPAC RESEARCH’s sole discretion, to assume full control of the defense of claims with legal counsel of SPAC RESEARCH’s choice. You may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by SPAC RESEARCH or bind SPAC RESEARCH in any manner, without SPAC RESEARCH’s prior written consent. In the event SPAC RESEARCH assumes control of the defense of such claim, SPAC RESEARCH will not settle any such claim requiring payment from You without Your prior written approval.
  11. Limitations of Liability.
    THE LIABILITY OF A PARTY UNDER THIS API LICENSE AGREEMENT WILL BE SUBJECT TO THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET OUT IN THE TERMS OF USE. NOTWITHSTANDING THE FOREGOING SENTENCE, IN NO EVENT WILL SPAC RESEARCH BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR (a) ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE API OR CONTENT; OR (b) ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF THE FEES PAID TO SPAC RESEARCH BY YOU UNDER THIS API LICENSE AGREEMENT, EVEN IF SPAC RESEARCH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR SPAC RESEARCH WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING THIS SECTION 11, ANY CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS API LICENSE AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.
  12. Term and Termination.
    • (a) Term. The term of this API License Agreement begins on the Effective Date and, unless terminated earlier pursuant to any of the Agreement's express provisions, will continue in effect until all executed ordering documents for the API have expired or been terminated.
    • (b) Termination.
      • (i) SPAC RESEARCH may immediately terminate or suspend this API License Agreement, any rights granted herein, and Your licenses under this API License Agreement, in SPAC RESEARCH’s sole discretion, at any time and for any reason, by providing notice to You or revoking access to the API. This API License Agreement will terminate immediately and automatically without any notice if You violate any of the terms and conditions of the Agreement.
      • (ii) Either Party may terminate this API License Agreement, effective on written notice to the other Party, if the other Party materially breaches this API License Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured for thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach.
      • (iii) Either Party may terminate this API License Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
    • (c) Effect of Expiration or Termination. Upon expiration or termination of this API License Agreement for any reason all licenses and rights granted to You under this API License Agreement will also terminate and You must cease using, destroy, and permanently erase from all devices and systems You directly or indirectly control all copies of the API.
    • (d) Survival. Any terms that by their nature are intended to continue beyond the termination or expiration of this Agreement will survive termination, including Sections 6 (Confidential Information), 8 (Intellectual Property Ownership), 9 (Disclaimer of Warranties), 10 (Indemnification, and 11 (Limitation of Liability).
  13. Miscellaneous.
    • (a) Entire Agreement. This API License Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the Parties with respect to the subject matter of this API License Agreement and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this API License Agreement, the Terms of Use, and any other documents incorporated herein by reference, the following order of precedence governs: (a) this API License Agreement; (b) the Terms of Use; and (c) any other documents incorporated herein by reference.
    • (b) Notices. Except as otherwise specified in the Agreement, all notices, permissions and approvals hereunder shall be in writing and shall be deemed to have been given: (i) when verified by written receipt if sent by personal courier or overnight courier or mail with verification of receipt; (ii) when received if sent by mail without verification of receipt; or (iii) when verified by automated receipt or electronic logs if sent by email, provided e-mail shall not be sufficient for notice of breach, termination or indemnifiable claim. Notices to You shall be addressed to the contact designated in the relevant order form or service form, and SPAC RESEARCH shall be entitled to rely on that address until You give SPAC RESEARCH notice that such address is no longer valid.
    • (c) Amendment and Modification; Waiver. SPAC RESEARCH reserves the right, at its sole discretion, to change, modify, add, or delete portions of the Agreement at any time without further notice. Your continued use of the API after any such changes constitutes your acceptance of the Agreement. If you do not agree to abide by this or any future Agreement, do not use or access (or continue to use or access) the Services. It is your responsibility to regularly check this Agreement to determine if there have been changes to this Agreement. No waiver by any Party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the Party so waiving. Except as otherwise set forth in this Agreement, (i) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof and (ii) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
    • (d) Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the Parties shall negotiate in good faith to modify this Agreement so as to affect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
    • (e) Governing Law and Jurisdiction. This API License Agreement, and any dispute of any sort that might arise between You and SPAC RESEARCH or any of SPAC RESEARCH’s affiliates, is governed by and construed in accordance with the internal laws of the State of Illinois without regard to principles of conflict of laws. With respect to any disputes or claims not subject to arbitration (as set forth in Section 13(f)), You agree not to commence or prosecute any action in connection therewith other than in the state and federal courts of Illinois, and You hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts of Illinois.
    • (f) Arbitration. YOU AND SPAC RESEARCH AGREE THAT, EXCEPT AS MAY OTHERWISE BE PROVIDED IN REGARD TO SPECIFIC SERVICES ON THE SITE IN ANY SPECIFIC TERMS APPLICABLE TO THOSE SERVICES, THE SOLE AND EXCLUSIVE FORUM AND REMEDY FOR ANY AND ALL DISPUTES AND CLAIMS RELATING IN ANY WAY TO OR ARISING OUT OF THIS API LICENSE AGREEMENT, THE API OR USE OF THE API SHALL BE FINAL AND BINDING ARBITRATION, except that: (a) to the extent that either You or SPAC RESEARCH has in any manner infringed upon or violated or threatened to infringe upon or violate the other Party's patent, copyright, trademark or trade secret rights, or You have otherwise violated any of the user conduct rules set forth in the Terms of Use, then the Parties acknowledge that arbitration is not an adequate remedy at law and that injunctive or other appropriate relief may be sought; and (b) no disputes or claims relating to any transactions You enter into with a third party may be arbitrated. Arbitration under this API License Agreement shall be conducted by the American Arbitration Association (the "AAA") under its Commercial Arbitration Rules and, in the case of consumer disputes, the AAA's Supplementary Procedures for Consumer Related Disputes (the "AAA Consumer Rules") (collectively the "AAA Rules"). The location of the arbitration and the allocation of costs and fees for such arbitration shall be determined in accordance with such AAA Rules and shall be subject to the limitations provided for in the AAA Consumer Rules (for consumer disputes). If such costs are determined to be excessive in a consumer dispute, SPAC RESEARCH will be responsible for paying all arbitration fees and arbitrator compensation in excess of what is deemed reasonable. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, NO ARBITRATION OR CLAIM UNDER THIS API LICENSE AGREEMENT SHALL BE JOINED TO ANY OTHER ARBITRATION OR CLAIM, INCLUDING ANY ARBITRATION OR CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE API, AND NO CLASS ARBITRATION PROCEEDINGS SHALL BE PERMITTED. In no event shall any claim, action or proceeding by You related in any way to the API be instituted more than three (3) years after the cause of action arose.
    • (g) Assignment. A Party may not, without the prior written consent of the other Party, assign the API License Agreement or any portion thereof, by operation of law or otherwise, and any attempt to do so shall be null and void. Notwithstanding the foregoing, SPAC RESEARCH may assign the API License Agreement to its successor-in-interest without obtaining Your consent in connection with a merger, consolidation, reorganization, divestiture or sale of substantially all of the assets of SPAC RESEARCH. Subject to the foregoing, the API License Agreement shall be binding upon and inure to the benefit of the Parties hereto and their permitted successors and assigns.
    • (h) Export Regulation. The API may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the API to, or make the API accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the API available outside the US.
    • (i) Government Use. The API is a "commercial item," consisting of "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. § 12.212. Accordingly, if You are an agency of the US Government or any contractor therefor, You receive only those rights with respect to the API as are granted to all other end users under license, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government licensees and their contractors.