Last Updated: January 27, 2023
"API" refers to the Walnut Application Programming Interface, any software development kits, sample code, command line tools, developer tools, and other related documentation including all data, documentation, and functionality provided through it.
"User" refers to any individual or entity that accesses or uses the API.
"Walnut" refers to the company or organization providing the API including corporate affiliates and third party contractors.
Subject to the restrictions below, we grant you a non-exclusive, worldwide, non-transferable, limited license to access our APIs only as necessary to develop, test, use and support an application (an "Application" or "App") with the Services. You may not sell, rent, lease, sublicense, redistribute, or syndicate access to any of our APIs.
Walnut may set and enforce rate limits on your use of the Walnut API, limiting the number of requests that you may make in a period of time. You agree to, and will not attempt to circumvent such limitations.
Walnut may make changes to the API at any time, for any reason. Walnut will make a reasonable effort to notify Users of any material changes to the API, but it is the User's responsibility to stay informed of any changes.
Users may not use any Walnut trademarks without the express written consent of Walnut. User shall not, now or in the future, apply for or contest the validity of any Walnut Trademarks and User shall not, now or in the future, apply for or use any term or mark confusingly similar to any Walnut Trademarks.
Users must comply with all applicable laws and regulations related to privacy and data security when accessing or using the API. Users are responsible for securing and protecting any data obtained through the API.
Users must notify Walnut of any actual or suspected breach or compromise of the Application (a “Data Breach”) immediately upon, but no later than twenty-four (24) hours of, becoming aware of such occurrence, by reporting an issue to firstname.lastname@example.org.
Upon learning of the Data Breach, at your own cost, you will: (a) promptly remedy the Data Breach; (b) investigate the incident; (c) take reasonable actions to mitigate any future anticipated harm to Walnut and customers; and (d) promptly answer questions from Walnut relating to the Data Breach, regularly communicate the progress of your investigation to Walnut and cooperate to provide Walnut with any additional requested information in a timely manner.
You will, and will ensure that your employees, agents and service providers will, comply with all applicable local, state, provincial, national or international laws or regulations, and policies of regulatory bodies or agencies.
Users are responsible for securing their API key and for all activity that occurs under their account. Users must immediately notify Walnut if there is any unauthorized use of their account or API key.
You agree that Walnut may monitor the use of the Walnut API to ensure uptime, response time, data quality and otherwise to improve Walnut products and services, and verify your compliance with the terms. This monitoring may include Walnut accessing and using your Application, for example to identify security issues that could affect Walnut customers. You will not interfere with this monitoring. Walnut may use any technical means to overcome such interference. Walnut may suspend access to the Walnut API by you or your Application without notice if we reasonably believe that you are in violation of the Terms.
Except as expressly provided for herein, the API and all related components and information are provided by us on an "as is" and "as available" basis without any warranties of any kind, and we expressly disclaim any and all warranties, whether express or implied, including the implied warranties of merchantability, title, fitness for a particular purpose, and non-infringement. You acknowledge that we do not warrant that the APIs will be uninterrupted, timely, secure, or error-free.
In no event will Walnut’s aggregate liability arising out of or related to the contract (whether in contract or tort or under any other theory of liability) exceed $100.
In no event will Walnut have any liability to you or to any third party for any lost profits or revenues or for any indirect, special, incidental, consequential, cover or punitive damages however caused, whether in contract, tort or under any other theory of liability, and whether or not you or the third party has been advised of the possibility of such damages. The foregoing disclaimer will not apply to the extent prohibited by applicable law.
You agree to indemnify, defend and hold harmless Walnut and the directors, officers, employees, subcontractors and agents thereof (each, an “Indemnified Party”, and collectively, the “Indemnified Parties”), with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees (collectively, “claims”), to the extent that such claim is based upon or arises out of: (a) your breach of any representation, warranty, obligation or covenant under the terms; (b) your gross negligence or wilful misconduct; (c) any warranty, condition, representation, indemnity or guarantee relating to Walnut granted by you; (d) your access to or use of the Walnut API; (e) any third party claim that your products or services, including any Application, infringes the intellectual property or other rights of a third party; (f) the performance, non-performance or improper performance of the your products or services, including any Application; and (h) a Data Breach.
Confidential Information. Each party (“Disclosing Party”) may disclose “Confidential Information” to the other party (“Receiving Party”), which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure including non-public business, product, technology and marketing information. If something is labeled “Confidential,” that’s a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.
Protection and use of Confidential Information. The Receiving Party will (a) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with the Contract; and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Contract. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, however, that the advisors are bound to confidentiality obligations at least as restrictive as those in the Contract.
Compelled Access or Disclosure. The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.
Independent Contractors. The parties to the Terms are independent contractors. Neither party is an agent, representative or related entity of the other party. Neither party shall have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or otherwise bind, the other party. The Terms shall not be interpreted or construed to create an association, agency, joint venture or partnership between the parties or to impose any liability attributable to such a relationship upon either party.
Applicable Laws. The Terms shall be governed by and interpreted in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to principles of conflicts of laws. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Ontario with respect to any dispute or claim arising out of or in connection with the Terms.