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
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
This API License Agreement governs the implementation and use of the APIs, and is
(collectively, the “Agreement”). If there is a conflict between this API License
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”).
- (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
- (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.
- (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.
- (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.
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
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.
"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.
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
available at https://www.spacresearch.com/privacy.
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.
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.
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.
Limitations of Liability.
THE LIABILITY OF A PARTY UNDER THIS API LICENSE AGREEMENT WILL BE SUBJECT TO THE
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.
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).
- (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
and any other documents incorporated herein by reference, the following order of precedence governs: (a)
- (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
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.