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RINGFENCE API CUSTOMER AGREEMENT
  1. License and Access
  2. Description of Service
  3. Data Capture and Usage
  4. Data Sale and Third-Party Disclosure
  5. Prohibited Uses
  6. Term, Termination and Suspension
  7. Data Usage and Privacy
  8. Service Availability
  9. Fees and Payments
  10. Intellectual Property Rights
  11. Disclaimer of Warranties
  12. Limitation of Liability
  13. Release and Waiver
  14. Indemnification
  15. General Terms
  16. Governing Law and Dispute Resolution
  17. Modifications
  18. Miscellaneous

Last Updated: November 2024


THIS CUSTOMER AGREEMENT IS A BINDING AGREEMENT BETWEEN REGENT IT INC. D/B/A RINGFENCE AI (“Ringfence AI”) AND YOU, AND IF APPLICABLE, THE COMPANY OR OTHER LEGAL ENTITY YOU REPRESENT (COLLECTIVELY, “YOU”).


This API Customer Agreement (the “Agreement”) governs your use of Ringfence AI’s API (the “API”). By accessing or using the API, you (“Customer”) agree to comply with the terms and conditions of this Agreement. If you do not agree, you must discontinue use of the API immediately.

1.License and Access
    1. License Grant: Subject to this Agreement, Ringfence AI grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the API solely in accordance with this Agreement.
    2. Use Limitations: You agree to only use the API as outlined in the API documentation provided by Ringfence AI. Any unauthorized use of the API is prohibited. The API may not be used in a way that violates any laws, regulations, or third-party rights.
    3. API Keys: To access the API, you must create an account and obtain an API Key. You are responsible for all activities that occur using your API Key. You agree to keep the API Key confidential and will notify Ringfence AI immediately of any unauthorized use.
2.Description of Service
    1. Ringfence AI API is a software integration which provides data governance and management to customers with proprietary databases. All API data verifications are screened against Ringfence’s data index and/ or against Ringfence client index(es).
3.Data Capture and Usage
    1. You acknowledge and agree that Ringfence AI will collect, store, and maintain a database containing your data for the purpose of indexing, screening, and identifying conflicts or uniqueness within the data, as may be necessary for the efficient and effective operation of the Ringfence AI API. You agree that the establishment and maintenance of this database is integral to the services provided by Ringfence AI to you, and you expressly authorize such data processing, collection, and maintenance.
4.Data Sale and Third-Party Disclosure
    1. Ringfence AI may, from time to time, request your consent to sell or otherwise transfer your data to third parties for purposes including, but not limited to, marketing, advertising, research, and the training or fine-tuning of artificial intelligence models. In the event that such consent is granted, your data may be sold and shared with third parties for these purposes.You acknowledge that once such consent is provided, Ringfence AI is authorized to sell and release the data to third parties as outlined, and any subsequent revocation of consent shall not affect any data sales, transfers or disclosures made prior to such revocation, and Ringfence AI shall bear no liability for any subsequent use of your data by third parties in accordance with this provision.
5.Prohibited Uses
You agree not to:
    1. Use the API in any way that could harm, disrupt, or overburden the API or any associated services.
    2. Reverse engineer, decompile, or otherwise attempt to extract the source code of the API.
    3. Use the API to infringe upon any intellectual property rights or other proprietary rights of any third party.
    4. Use the API to transmit any illegal, harmful, threatening, abusive, defamatory, or otherwise objectionable material.
6.Term, Termination and Suspension
This Agreement will commence upon signup and agreeing to the Ringfence AI API terms. It will remain in effect until terminated by you or Ringfence AI in accordance with the terms outlined below.
    1. Termination by You: You may terminate this Agreement at any time for any reason or no reason at all, at your convenience, by providing us (30) thirty days advance written notice of termination.
    2. Termination by Ringfence AI: Ringfence AI may terminate this Agreement or suspend your access to the Ringfence AI API, or terminate this agreement in its entirety, and accordingly cease providing all services to you at any time at our discretion.
    3. Causes for Immediate Suspension or Termination: We reserve the right to immediately and without prior notice to you, suspend your access to Ringfence AI API and/or terminate this agreement in its entirety and your right to use our services for any of the causes below:
      1. Failure to comply and abide to the terms and conditions of the use of Ringfence AI API
      2. Any use of the Ringfence API that disrupts or poses a threat to our service
      3. Default on your payment obligations
      4. Ringfence AI receives notice, or at it sole discretion determines that the Ringfence AI API is being used for illegal purposes, in violation of the law, or in a manner that infringes upon or misappropriates the rights of any third party
      5. Ringfence AI determines at our sole discretion that providing the Ringfence AI API to you is prohibited by law or not permitted due to any legal or regulatory reasons.
    4. Effect of Termination: Upon termination of this agreement, your rights to use the API will immediately cease and the following additional obligations will apply:
      1. You are required to promptly destroy any and all copies of Ringfence AI API data in your possession.
      2. You remain liable for all fees, charges, payments and any other obligations accrued up to the effective date of termination.
7.Data Usage and Privacy
    1. Data Privacy: The Ringfence AI API may provide access to certain data from Ringfence AI. By using the Ringfence AI API, you agree to comply with all applicable data privacy and protection laws.
    2. Security: You agree to use reasonable security measures to protect any data you access using the Ringfence AI API, including complying with any data encryption or security protocols required by law or as specified by Ringfence AI.
8.Service Availability
    1. Service Changes: Ringfence AI reserves the right to modify, suspend, or discontinue the API (or any part thereof) at any time with or without notice.
    2. Support: Ringfence AI may provide limited technical support for the API but is under no obligation to do so. Any such support will be provided as described in the API documentation. Any integration with your systems remains your responsibility. Ringfence AI shall seek to address any service interruptions promptly and use commercially reasonable efforts to provide email support to API users.
9.Fees and Payments
    1. Fees: Fees for use of the Ringfence AI API are payable in advance and non-refundable. Each API credit purchased is redeemed for one file verification through Ringfence AI API. Credits expire after 2 years.You agree to pay any applicable fees in accordance with the terms specified.
    2. Payment Terms: Payments for the API are due as outlined in the billing section of your account. Failure to make timely payments may result in suspension or termination of your API access.
    3. Renewal Terms: Upon the usage of seventy-five percent (75%) of your allocated Ringfence AI API credits, Your account will be automatically renew, and the payment method on file will be charged for the applicable fees. You expressly consent to such automatic renewal and authorize Ringfence AI to charge the associated payment method without further notice.
    4. All Payments are Final. You hereby acknowledge and agree that all payments made to Ringfence AI are irrevocable, non-cancelable, and non-refundable. In addition, You agree to waive any and all rights to dispute or seek reimbursement of such payments, except as may be otherwise provided by applicable law. No refunds or credits shall be issued for any reason, including but not limited to, any unused Ringfence AI API credits or early termination of this agreement.
10.Intellectual Property Rights
    1. Ownership: All intellectual property rights, including but not limited to copyrights, trademarks, title, interest and patents related to the Ringfence AI API, are owned or licensed by Ringfence AI. You agree to abide to all applicable proprietary rights laws and other laws, as well as any copyright notices and/or restrictions contained in these terms.
    2. Feedback: Any feedback or suggestions provided by you regarding the API is voluntary. Ringfence AI may use such feedback to improve the API without any obligation to you.
11.Disclaimer of Warranties
YOU EXPRESSLY AGREE THAT YOUR USE OF THE RINGFENCE AI API IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. RINGFENCE AI DOES NOT REPRESENT OR WARRANT THAT THE RINGFENCE AI API WILL BE FREE OF INACCURACIES, ERRORS, BUGS,INTERRUPTIONS, FREE FROM HARMFUL COMPONENTS OR IS RELIABLE ACCURATE OR COMPLETE. RINGFENCE AI EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, AVAILABILITY, TITLE AND NON-INFRINGEMENT. THE USE OF THE RINGFENCE AI API IS AT YOUR OWN RISK AND DISCRETION AND YOU ASSUME FULL RESPONSIBILITY FOR ANY DAMAGE OR LOSS RESULTING FROM ITS USE, INCLUDING, BUT NOT LIMITED TO, ANY DAMAGE TO YOUR COMPUTER SYSTEMS, NETWORK OR LOSS OF DATA.
12.Disclaimer of Warranties
YOU AGREE THAT RINGFENCE AI SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH YOUR USE OF THE RINGFENCE AI API, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE), OR ANY OTHER PECUNIARY LOSS, INCLUDING LOSS OF DATA, PROFITS OR BUSINESS, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. RINGFENCE AI’S AGGREGATE LIABILITY FOR CLAIMS RELATING TO THIS AGREEMENT WILL BE LIMITED TO AN AMOUNT EQUAL TO ONE THOUSAND UNITED STATES DOLLARS.
13.Disclaimer of Warranties
You hereby irrevocably and unconditionally releases Ringfence AI, its affiliates, existing directors, officers, employees, partners, agents, and representatives (collectively, the “Released Parties”) from any and all claims, rights, demands, causes of action, liabilities and/or suits of any kind and nature, whether known or unknown, suspected or unsuspected, arising from or in any way related to your use of the Ringfence AI API. In addition, you expressly waive and relinquish any and all rights and benefits which you may have, including but not limited to, participation in a class action or other collective proceeding under any law, principle of similar effect, to the fullest extent permitted by law in any jurisdiction.
14.Indemnification
You agree to indemnify, defend, and hold harmless Ringfence AI, its affiliates, and their respective officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, and expenses arising out of your use of the Ringfence AI API or any breach of this Agreement.
15.General Terms
Notwithstanding any provision hereof, for all purposes, this agreement does not establish a principal-agent or employer-employee relationship. You and Ringfence AI shall be and act independently and not as partner, agent, employee or employer of the other. You do not have any authority to assume or create any obligation for or on behalf of Ringfence AI, whether express or implied, and you shall not attempt to bind Ringfence Ai to any contract.
16.Governing Law and Dispute Resolution
This Agreement will be governed by the laws of the British Virgin Islands. Any disputes arising under this Agreement shall be resolved in the courts of the British Virgin Islands.
17.Modifications
Ringfence AI reserves the right to modify this Agreement at any time. Any changes will be effective upon posting the updated Agreement on our website. Your continued use of the Ringfence AI API after any such changes constitutes your acceptance of the updated terms.
18.Miscellaneous
    1. Entire Agreement: This Agreement constitutes the entire agreement between you and Ringfence AI regarding your use of the API and supersedes any prior agreements.
    2. Severability: If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
    3. No Waiver of Rights: Any failure to exercise or enforce any right or provision of the Terms of Use of this Agreement shall not constitute a waiver of such rights or provisions.

If you have any questions about this Agreement, please contact us at: support@ringfence.ai