These ApiMoon Terms and Conditions (the "Terms"), which may be amended from time to time, apply to the use of our services and platform – a unique software solution for API gateway and AI integration which is provided as a cloud / software-as-a-service solution (the "Services"). By signing the Order Form (including via on-line means and tools) or simply by using our Services (including downloading, installing or accessing the Services or any of its parts, components, functions or features), you confirm that you have read these Terms and agree to be bound by and comply with these Terms. These Terms set out the rights and obligations governing the relationship between us, ApiMoon s.r.o., a company incorporated in the Czech Republic, ID No. 075 29 449, registered office: Na Korábě 2483/3, Libeň, 180 00 Prague 8, Czech Republic, registered with the Municipal Court in Prague, file No. C 302197 (the "Provider"), as the owner and operator of the Services, and you as our client (the "Client").
1. GENERAL PROVISIONS
1.1 The Terms set out the terms and conditions of use of the Services.
1.2 The Provider is a company developing and operating the Services which is a unique software solution for API gateway and AI integration which is provided as a cloud / software-as-a-service solution.
1.3 The Client wishes to use the Services and to use related services offered by the Provider in accordance with the Order Form and these Terms. The Provider wishes to provide the Client with access to the Services and allow the Client to use the Services and its functions or features pursuant to the Terms and the Order Form.
1.4 By signing the Order Form (including electronically via on-line means and tools), the Client enters into a binding Agreement with the Provider and acknowledges its rights and obligations under the Agreement. These Terms form an integral and inseparable part of the Agreement specifying the rights and obligations governing the relationship between the Provider and the Client. The Client acknowledges and agrees that the Client is responsible for informing all Users about the terms and conditions of the Agreement and ensuring that the Users will comply with the Agreement, including these Terms.
1.5 No transfer or assignment of any property or ownership, including intellectual property, shall occur based on the Agreement between the Provider and the Client, unless specifically and explicitly specified in the Agreement.
2. DEFINITIONS
2.1In these Terms, unless explicitly specified otherwise or unless the context requires otherwise, the following words and expressions shall have the following meanings:
2.1.1 "Agreement" means the agreement entered into by and between the Provider and the Client upon signing the Order Form. The Agreement consists of the Order Form and its Schedules, including in particular (but not limited to) these Terms.
2.1.2 "Billing Period" has the meaning specified in Article 7.2 of the Terms.
2.1.3 "Confidential Information" has the meaning specified in Article 14.1 of the Terms.
2.1.4 "Control" means the beneficial ownership of more than 50% of the issued share capital of a company or the legal power to direct or cause the direction of the general management of the company, and Controls, Controlled and the expression change of Control shall be construed accordingly.
2.1.5 "Copyright Laws" means the applicable laws governing copyright and rights related to copyright.
2.1.6 "Client Data" means any and all data sent, transmitted or otherwise provided or submitted by the Client to the Provider or uploaded by the Client or by the Provider based on the Client's instruction to Blindfold for use in connection with Blindfold and the Services.
2.1.7 "Platform" means a unique software solution for API gateway and AI integration which is provided as a cloud / software-as-a-service solution which is developed, owned and operated by the Provider and used by the Provider for providing the Services. The Platform is accessible at
https://apimoon.com.
2.1.8 "Client Account" means a primary non-transferable user account created for the Client to access the Platform and Services, its functions and features with unique access details consisting of a username and password or, as the case may be, different login method anticipated by the Platform.
2.1.9 "User Account" means a non-transferable user account created by or for the Client under the Client Account for the Users to access the Platform and Services and its functions with unique access details consisting of a username and password or, as the case may be, different login method anticipated by the Platform.
2.1.10 "Derivative Data" means any and all data that result from the commingling or other aggregation of the Client Data and/or the Provider Data.
2.1.11 "Effective Date" means the day when the Agreement becomes effective; unless agreed otherwise in the Order Form, the Effective Date shall be the first day when the Client actually starts to use Blindfold.
2.1.12 "Force Majeure" means any cause preventing any Party from performing any or all its obligations under the Agreement, that arises from, or is attributable to circumstances beyond the respective Party's reasonable control, including, but not limited to, acts of God, wars, warlike events, terrorism, strikes, civil unrest or commotion, riots, vandalism, physical or electronic attacks targeting the respective Party's premises or communication, Internet or utilities infrastructure and similar, acts of governmental or supranational authority, national emergencies, epidemies, or natural disasters, such as fires, floods, earthquakes, volcanic eruptions, major storms, or failures and delays in the banking or payment collections or payment transfer systems.
2.1.13 "Order Form" means the binding order form signed between the Parties to which these Terms are attached as its integral part.
2.1.14 "Parties" mean collectively the Provider and the Client and "Party" means individually the Provider or the Client.
2.1.15 "Provider" refers to ApiMoon s.r.o., a company incorporated in the Czech Republic, ID No. 075 29 449, registered office: Na Korábě 2483/3, Libeň, 180 00 Prague 8, Czech Republic, registered with the Municipal Court in Prague, file No. C 302197.
2.1.16 "Provider Data" means any and all data that is (a) generated by the Provider in the course of providing the Services including, without limitation, service and usage data; and/or (b) otherwise collected by the Provider, whether as a result of the Services or otherwise.
2.1.17 "Services" mean, collectively: (a) provision of access to, operation and maintenance of the Platform under the terms and conditions stipulated in the Agreement; (b) the Provider's reception and processing of the Client Data in order to provide the Services via the Platform; and (c) provision other services described in the Agreement.
2.1.18 "Term" means the term of the Agreement; unless agreed otherwise in the Order Form, the Agreement is concluded for an indefinite period of time commencing on the Effective Date.
2.1.19 "Terms" mean these ApiMoon Terms and Conditions.
2.1.20 "User" means a person designated by the Client that is authorized to use the User Account created under the Client Account to access Blindfold.
2.2 All capitalized terms used in these Terms but not otherwise defined in these Terms shall have the meanings given to them in the Order Form.
2.3 Article and paragraph headings shall not affect the interpretation of the Terms and the Agreement.
2.4 Unless the context requires otherwise, words in the singular shall include the plural and, in the plural, shall include the singular.
2.5 A reference to a statute or statutory provision is a reference to it amended, extended or re-enacted from time to time.
2.6 A reference to a statute or statutory provision shall include all subordinate legislation made from time to time under that statute or statutory provision.
2.7 A reference to writing or written includes e-mail.
2.8 Any approval or consent required under the Agreement shall not be unreasonably withheld or delayed, unless stated otherwise.
2.9 Any requirement for notice shall be deemed to be a requirement for a written notice and, if no timescale is specified for giving/sending the notice or the performance of any obligation under the Agreement, the deemed requisite timescale shall be as soon as reasonably possible.
3. SUBJECT OF THE AGREEMENT
3.1 The Provider shall provide access to the Platform to the Client and allow the Client to use the Platform, its functions and features and provide the Services to the Client under the terms and condition of the Agreement.
3.2 The Client shall pay to the Provider the agreed fees for access to and use of the Platform, its functions and the Services pursuant to the terms and conditions of the Agreement.
4. PROVISION OF THE PLATFORM AND SERVICES
4.1 Upon concluding the Agreement and as of the Effective Date, the Provider shall provide access to the Platform via the Client Account and the User Account and allow the Client to use the Platform. Creating the Client Account and the User Account requires completing registration by the Client. The Client is required to designate at least one individual (User) as an admin user (the "Admin User") who will be authorized to make changes to the Client Account, add or remove Users, including other Admin Users, and to take any other actions on behalf of the Client pursuant to the Agreement.
4.2 During the Term, and subject to the terms and conditions of the Agreement, the Provider shall make the Platform and Services available to access and use by the Client on a non-exclusive, non-transferable, non-assignable and revocable basis. The Client shall have a corresponding non-transferable, non-assignable and revocable right to access and use the Platform on the Client's computer and other devices (if allowed by the Provider) solely for the Client's business purposes. The Platform shall be made available to the Client solely on an on-demand basis via the Internet.
4.3 Except to the extent otherwise expressly agreed: (a) the Provider hereby reserves all rights in and to the Platform, the Services, the Provider Data, and the Derivative Data; and (b) the Client hereby reserves all rights in and to the Client Data it provides hereunder.
4.4 The Provider shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Services in a professional and workmanlike manner. The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by the Provider or by third-party providers, or because of other causes beyond the Provider's reasonable control, but the Provider shall use reasonable efforts to provide advance notice by e-mail of any scheduled Service disruption.
4.5 The Client acknowledges that the Platform and the Services may be updated and modified from time to time (these include general updates and modifications of the Platform intended for all Clients and Users to ensure general improvements of the Platform's features, eliminate general errors, adjust to technical improvements etc.). Such updates and modifications shall be performed in the Provider's sole discretion and without any right to claim any additional fees.
4.6 In case the Services were not provided in the agreed scope or quality, the Client is obliged to notify the Provider and provide the Provider with active cooperation in order to rectify the shortcoming. In addition, the Provider shall inform the Client if the Provider becomes aware that the Services were not provided in the agreed scope or quality; the Client's obligation to notify the Provider, however, remains unaffected.
4.7 The Provider reserves the right in its sole discretion to restrict the Client's access to and use of the Platform for any reason or without a reason, including but not limited to, the Client's violation of any laws or the Agreement, including particularly (but not limited to) the Terms. The Client expressly acknowledges and agrees that the Provider may terminate and discontinue the provision of the Platform and the Services at any time in its own discretion without any liability to the Client.
4.8 The Provider may revise features and functions of the Platform from time to time, including without limitation by adding new features and functions, modifying current features and functions and/or removing or substituting current features and functions. The Provider shall notify the Client at least 1 month before any such revision of the Platform materially reducing the features, functionality or backward compatibility of the Platform takes effect.
4.9 The Client further acknowledges and agrees that the Provider has no obligation to provide maintenance and support (including upgrades or updates) of the Platform to the Client unless explicitly agreed with the Provider otherwise. The Client acknowledges and agrees that the Client shall have no remedy for any failure of the Platform unless explicitly stated herein or agreed separately with the Provider.
5. TRIAL PERIOD
5.1 All Clients considering the use of our Services have the opportunity to test the Platform for the period of up to 1 month based on their acceptance of these Terms (i.e., without the need to sign an Order Form).
5.2 We reserve the right to reduce or extend the duration of the trial period or to provide our Clients with further trial periods at any time and in our sole discretion.
5.3 Please note that we provide the trial periods as a complimentary service, and we shall not charge you any fees for it.
5.4 Please note that we provide the trial periods as a complimentary service, and we shall not charge you any fees for it.
5.5 The Provider reserves the right in its sole discretion to restrict the use of the Platform in the trial period for any reason or without a reason, including but not limited to, the Client's violation of any laws or these Terms. The Client expressly acknowledges and agrees that the Provider may discontinue the provision of the Platform in the trial period at any time in its own discretion without any liability whatsoever.
6. INTELLECTUAL PROPERTY RIGHTS
6.1 The Provider grants to the Client a non-exclusive, non-transferable, non-assignable and revocable license to use the Services and Platform to the extent necessary for using the Platform in accordance with the Agreement and particularly its purpose as specified in the Agreement (see Article 4.1 of the Terms). The license is provided for the time period in which the Client is allowed to use the Services pursuant to the Agreement, and also applies to any parts of the Services which are copyrighted works or databases, within the meaning of the Copyright Act.
6.2 The Provider represents and warrants that it is exclusively authorized to grant licenses to the Platform. The Client is not allowed to license, sublicense, lease, commercially exploit, sell, transfer, assign the Platform or any of the Services to a third party unless expressly stipulated otherwise in the Agreement.
6.3 Notwithstanding the previous Article, the Client acknowledges and agrees that the Platform uses certain open-source elements and libraries, for which the terms and conditions of the respective open-source licenses apply. However, the use of such open-source elements in the Platform does not affect the usability of the Platform in accordance with these Terms and its purpose.
6.4 No provision of the Agreement or any other document shall be interpreted as granting, assigning or transferring to the Client any intellectual property or other proprietary rights, including patents, copyrights, trademarks (both registered and not registered), industrial designs, moral rights, trade secret or confidential information, mask work rights, service marks, design rights, registered designs, topography rights, database rights, rights of confidence, know-how, expertise, technology, techniques and all other similar intellectual property or proprietary rights anywhere in the world, whether or not registered or statutory and including, without limitation, all applications and registrations with respect to the foregoing, to or relating to the Platform, the Provider Data or the Derivative Data.
6.5 The Provider may incorporate in the Platform tools and features that enable the Provider to remotely supervise the scope of use of the Platform to the extent necessary to verify the compliance of the Client with the terms of the Agreement. The Provider may further incorporate in the Platform computer code capable of automatically disabling or limiting the operation of the Platform or any part thereof, and has the right to activate such disabling code if (i) fees are not paid by the Client when due; or (ii) the Client repeatedly fails to meet the Provider's reasonable request to verify the compliance of the Client with the terms of the Agreement; or (iii) the Client infringes the terms and conditions of this Agreement; or (iv) the Agreement is terminated.
6.6 The Client acknowledges and agrees that any modifications or extensions of the Platform (or any part thereof) of any kind may be carried out exclusively by the Provider unless the Parties agree otherwise. For the avoidance of doubts, the Parties agree that the Provider shall own all ownership and intellectual property rights to any and all modifications or extensions of the Platform (or any part thereof) of any kind.
6.7 The Provider may limit the Client's use of the Platform and the Services if the Client violated the terms and conditions under the Agreement.
6.8 The Client acknowledges that the Platform may include third-party software code or components (such as frameworks, libraries, modules, application interfaces, tools, graphic objects, etc.) protected by such third party's intellectual property rights.
7. FEES FOR THE SERVICES
7.1 In consideration of the Services provided (access and use of the Platform and its functions and features) by the Provider to the Client under the Agreement, the Client shall pay to the Provider fees according to the Order Form, unless agreed otherwise in writing. The Provider may, on a case-by-case basis, discount the fees at its sole discretion.
7.2 Unless agreed otherwise in the Order Form, the fee charged for the Services shall be charged by the Provider and paid by the Client either (i) monthly at the beginning of each monthly billing period of using the Platform, or (ii) yearly at the beginning of each 12-month billing period of using the Platform (the "Billing Period").
7.3 For the purpose of calculation of the fee, the Client shall indicate in the Order Form or notify the Provider without undue delay after the signing of the Order Form the number of the Client Accounts and the User Accounts to be created and used by the Client in the immediately following Billing Period. Unless agreed otherwise in the Order Form, the total amount of the fee applicable to each Billing Period shall be calculated as the product of (i) the number of the Client Accounts and the User Accounts to be created and used by the Client in the respective Billing Period and (ii) the respective agreed fee per one Client Account and User Account ordered by the Client, as specified in the respective Order Form.
7.4 In case the Client wishes to increase the number of the Client Accounts or the User Accounts during a Billing Period beyond the pre-paid number of the Client Accounts or User Accounts in the given Billing Period, the Provider shall charge and the Client shall pay for such additional Client Accounts or User Accounts an additional fee, which shall be calculated in accordance with Article 7.3 of the Terms and proportionally reduced to correspond to the number of calendar months (including incomplete calendar months) remaining until the end of the given Billing Period.
7.5 Unless agreed otherwise between the Parties in writing, the Client is entitled to decrease the number of the Client Accounts or User Accounts that have been pre-paid for a particular Billing Period only with effect from the beginning of the immediately following Billing Period, i.e., the Client is not entitled to request any refunds in case the Client does not use any of the Client Accounts or the User Accounts that have been pre-paid for a particular Billing Period.
8. PAYMENT CONDITIONS
8.1 The Client shall pay all fees and due amounts to the Provider either based on an invoice issued by the Provider or, if such an option is available, by debit or credit card.
8.2 In case of payment based on invoices, the following rules shall apply:
8.2.1 All invoices issued by the Provider under the Agreement shall contain all information required by the relevant law for tax documents.
8.2.2 The Parties agreed that all payments pursuant to the Agreement shall be due 14 days from the date of delivery of the invoice.
8.2.3 The Client shall pay the fee for the Services and any other payment via bank transfer to the bank account specified by the Provider in the invoice. Payment is considered as paid when credited to the bank account specified in the invoice.
8.3 In case of payment by debit or credit card, the following rules shall apply:
8.3.1 The Client may use only such types of debit and/or credit cards that are explicitly permitted by the Provider and registered by the Client in the Client Account.
8.3.2 Upon initial registration of debit or credit card in the Client Account, the Client may see a pending charge as part of the authorization confirmation process. This is not a charge and is used to confirm bank account authenticity.
8.3.3 The Provider is not responsible for any fees or charges that Client's bank or card issuer may apply. The Client acknowledges that the Client may be charged local tax, if applicable.
8.3.4 If the payment method is declined, the Provider will attempt to process the charge until the transaction is approved. If the Provider is unable to complete the transaction, the Provider may contact the Client to update its account information.
8.3.5 The Provider may use a third-party service provider for payment services (e.g., credit card transaction processing, merchant settlement, and related services). By registering the debit or credit card in the Client Account, the Client authorizes the Provider to charge the Client's payment provider. Furthermore, the Client consents to provide and authorize the Provider's third-party service providers to share any information and payment instruction the Client provides to the extent required to complete payment transactions in accordance with the Terms and Agreement, including personal, financial, card payment, and transaction information.
8.3.6 In particular, the Client acknowledges and agrees that for the purpose of the operation and use of on-line payments in accordance with Article 8 of the Terms, the Provider may cooperate with Stripe Payments Europe, Limited, Reg. No. 513174, with its registered seat at C/O A&L Goodbody, Ifsc, North Wall Quay Dublin 1., Dublin 1, Dublin, Ireland ("Stripe"), which operates the Stripe payment gateway. The Client expressly agrees to be connected to the Stripe payment gateway through the Provider, as a result of which the Client enters into a contractual relationship with Stripe.
8.3.7 The Parties agreed that all payments pursuant to the Agreement shall be charged to the respective debit or credit card (or any of them in case the Client registered more than one debit or credit card) when such fees and charges become due in accordance with Article 7 of the Terms.
8.4 If the Client fails to make any payment in time, it undertakes to pay to the Provider default interest in the amount of 0.05% of the due amount per each day until the outstanding amount is fully paid.
8.5 In case the Client is in default with payment of any invoice by more than 30 days, the Client shall be considered as having committed a material breach of the Agreement and the Provider is entitled to restrict or suspend the provision of the Services until all the outstanding amounts are duly paid.
8.6 The Client acknowledges that if a physical attendance of the Provider's experts on the premises of the Client or other places as the Client may require is necessary, the Client shall be obliged to bear the costs connected with such attendance, e.g., travel costs. The Provider will communicate to the Client an estimation of such costs in a reasonable advance and reserve a right to postpone the provision of the Services until the cost estimation is approved in writing by the Client.
These Terms enter into force and become effective as of 15. May 2023.