These Developer Terms and Conditions (the “Agreement”) govern access to and use of the Tools and apply to You and Your employer, employees, agents, contractors and any other entity on whose behalf You accept these terms (collectively “You” and “Your”). If you access or use the Tools and/or a sandbox environment or complete an Order Form, even if you have not executed or affirmatively accepted this Agreement, You accept this Agreement. If You are entering into this Agreement on behalf of a company or other legal entity, You represent that You have the authority to bind such entity. This Agreement constitutes a binding legal agreement between You and Paper Interactive, Inc. (“Athennian,” “We,” “Us,” and “Our”). If You and Athennian are parties to an existing agreement governing the use of the Tools and Services, the terms of that agreement will control to the extent there is a conflict between these Terms and Conditions and your agreement. Please read the Agreement carefully and print or download a copy for Your future reference.
IF YOU DO NOT AGREE TO THIS AGREEMENT OR YOU DO NOT HAVE THE AUTHORITY TO AGREE, YOU MUST NOT ACCEPT THE AGREEMENT OR ACCESS THE TOOLS.
You agree to receive electronically all communications, agreements, and notices that We provide in connection with the Tools (“Communications”), including by e-mail, text, in-app notifications, or posted on an Athennian site or through any Athennian product or service. You agree that all Communications that We provide to You electronically satisfy any legal requirement that such Communications be in writing.
We may modify this Agreement or any additional terms, which are relevant to a particular product or service, to reflect changes in the law or to the Tools. We will post the revised terms on the Site (as defined in Section 1, below). PLEASE REVIEW THE SITE ON A REGULAR BASIS TO OBTAIN TIMELY NOTICE OF ANY REVISIONS. IF YOU CONTINUE TO USE THE TOOLS AFTER THE REVISED TERMS TAKE EFFECT, YOU AGREE TO BE BOUND BY THE REVISED AGREEMENT. You agree that We shall not be liable to You or to any third party for any modification of this Agreement.
“Account” means the Developer Sandbox account, as further described in Section 4, established by You to enable You to access and use the Tools and Services.
“API” means one or more application programming interfaces that support interoperation of applications with Athennian products and services, including but not limited to Athennian Entity Manager, Athennian Document Manager, and Athennian E-File.
“API Materials” means any API libraries, Integrator Keys, software, source files, sample code, reference documentation, how-to guides, and template materials.
“Authorized User” means one individual, whether an employee, business partner, contractor or agent that You register to use the Tools. An Authorized User must be identified by a unique email address and username and two or more persons may not use the Tools as the same Authorized User.
“Athennian Content” means content from or regarding Athennian’s products or services.
“Athennian Document Manager” means the Athennian service that allows subscribers to create, manage, store and share electronic documents.
“Athennian Entity Manager” means Athennian’s corporate entity management database platform, which provides centralized registration, governance, ownership, tax and compliance data storage and management services via the Internet.
“Athennian E-File” means the Athennian service that allows end users to electronically file statutory filings with government and regulatory bodies from within the Athennian platform.
“Integration” means a computer application, including but not limited to web, client/server, mobile, and IoT applications, that use API or API materials to interact with Athennian Services, including without limitation Athennian Entity Manager, Athennian Document Manager, Athennian E-File, and Our websites.
“Integrator Key” (or client App ID) means the one globally unique identifier (GUID) that is used to identify Your Integration and is necessary to authenticate Your API calls from such integration.
“Order Form” means the schedule that sets forth the pricing, features and options of a purchase by You from Athennian.
“Registration” means the information provided by You to Us in order to set up Your Account, such as Authorized User information and notice information.
“Sandbox” means the online environment where You may access the Tools and where You may test Your Integrations in a demonstration or non-production environment.
“Site” means athennian.com, help.athennian.com, any other Athennian domain or subdomain, and any website that supports use of the Tools and development of an Integration, including, but not limited to, nonproduction or demonstration environments.
“Tools” means the Developer Sandbox Account, Athennian Content, the API, and API Materials including the API as well as any other services or tools that Athennian makes available for You to use for the purpose of building and operating an Integration.
2. ACCOUNTS AND REGISTRATION
2.2 By accessing the API or API Materials, You explicitly agree that You and any Integration you develop or support shall comply with: (i) the applicable Athennian API guidelines (as may be available from time to time); (ii) Your Order Form (if any); and (iii) any license agreement governing the software we make available for use with the API.
3. OWNERSHIP & RIGHT TO USE
3.1 Except for those limited rights expressly granted in this Section 3, Athennian reserves all rights, title, and interest in and to the Tools and any related intellectual property developed by or for Athennian. You authorize Us to interact with your Integration, including to engage in any copying or transmission that is necessary to provide the Tools or any Athennian Content, such as Athennian Entity Manager, Athennian Document Manager, or Athennian E-File.
3.2 Subject to your compliance with the terms of this Agreement, You are granted a limited, revocable, non-transferable and non-sublicensable right to use the Tools for the sole purpose of developing and supporting Your Integration. Your license to use the API is (i) internal (all others, including any affiliates, must obtain their own license and Integrator Key); and (ii) limited to making direct server calls to Athennian for the Athennian Content and to distributing the Athennian Content to Your end users, immediately upon receipt by Your servers.
3.3 Some of the software that We provide for use with the Tools may be open-source software and governed by open-source licenses. If an applicable open-source license conflicts with this Agreement, the terms of the open-source license will control.
3.4 You acknowledge that Athennian reserves the right to terminate or modify, in any manner, in Our sole discretion, the Tools, including any of its content, in whole or in part, with or without notice. Modifications may affect Your Integration and may require You to make changes to Your Integration at Your own cost to continue to be compatible with the API or other aspects of the Tools. We will not be liable if, for any reason, all or any part of the Tools or a Sandbox is unavailable for any time or for any period.
3.5 Your Use of the Tools is non-exclusive. You acknowledge and agree that Athennian may: (i) sell or otherwise make available its products and services and any Tools to any customer; and (ii) independently develop or extend its products and services without regard to whether those products or services compete with Your Integration.
3.6 The Athennian name and logo (“Brand Assets”) are trademarks of Paper Interactive, Inc. You may use the Brand Assets, provided that your use complies with Athennian’s use policy, which shall be made available to you from time to time. You acknowledge and agree that Athennian may require Integrations to meet certain quality and branding requirements, including, but not limited to, display of an Athennian logo. You grant Athennian the right to use Your company name and logo as necessary to identify your Integration and to promote the Tools.
3.7 Unless otherwise agreed by the parties in writing, You are not entitled to any support from Athennian for the Tools. You acknowledge and agree that Athennian may update or modify the Tools from time to time at Athennian’s sole discretion. You are solely responsible for making any changes to the Your Integration required for access and use of the Tools as a result of any such update or modification.
4. SANDBOX ACCOUNT PLANS
4.1 Athennian offers several types of Sandbox Accounts, including a free Developer Account. The price (if any), features, and options available for Your Account depend on the Sandbox Account plan You select. Athennian may set and enforce limits on use of Sandbox Accounts, the API and other aspects of the Tools. If Your use of Your Account exceeds the limits for the type of Account you use, Athennian may require you to purchase an Account that suits your needs. Athennian may change the prices, features or options associated with any particular Sandbox Account plan without notice.
5. YOUR RESPONSIBILITIES
5.1 Athennian’s provision of the Tools is conditioned on Your acknowledgement of and agreement to the following:
(ii) You will keep Your developer credentials (such as passwords, integration keys, rsa private keys, OAuth client secrets, “Developer Credentials”) confidential, and not share it with any third party. If You believe that Your Developer Credentials have been obtained by any other person or that Your account has been used in an unauthorized way, You agree to notify Us immediately at the contact information provided below;
(iii) You will participate in any review or approval process applicable to Your Integration;
(iv) You will provide the Athennian Content to users on “as is” terms, with disclaimers substantially equivalent to those set forth in Section 8 (Warranties & Disclaimers); and
5.2 In connection with this Agreement and your use of the Tools, You will not, and You will not permit others to:
(i) violate any law or regulation (including relevant electronic signature laws), or rights of any person, including but not limited to intellectual property rights, rights of privacy, or rights of personality;
(ii) sell, lease, lend, redistribute, transfer, or sublicense the API, API Materials, Integrator Keys or access thereto;
(iii) charge others for Athennian Content or access thereto, except with Our prior written agreement;
(iv) transmit any viruses, malware or other computer programming that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system or data;
(v) retain any copies of the Athennian Content, other than limited intermediate copies and only as necessary to perform activities permitted under this Agreement. This means that You must delete intermediate copies when they are no longer required for the purpose for which they were created;
(vi) make it appear or permit someone else to make it appear that Athennian Content is available from a third party website;
(vii) remove, obscure or alter any Athennian terms and conditions or links to or notices of those terms;
(viii) extract data elements from the Athennian Content except as necessary to support Your Integration;
(ix) use the API other than on an individual transactional basis (i.e., You will not permit Your users to access the Athennian Content in bulk);
(x) make more calls than allowed or any calls to the API that are not permitted by Our applicable API guidelines or in violation of any other restrictions in this Agreement;
(xi) frame any web page served by Athennian servers, unless you have secured Our prior written permission;
(xii) reproduce, modify, distribute, decompile, disassemble or reverse engineer any portion of the API or any data provided by Athennian, or use robots, spiders, scrapers, viruses, Trojan Horses or any other technology to: (a) access or use Athennian Content or the Tools to obtain any information beyond what Athennian allows under this Agreement; (b) change any Athennian Content; (c) break or circumvent any of Athennian’s technical, administrative, procedural or other measure that pertains to security; (d) disrupt or degrade the performance of the Site or the API; or (e) otherwise test the vulnerability of Our systems or networks;
(xiii) damage, disable, overburden, or impair the Tools, or otherwise interfere with the use or enjoyment of the Tools by others;
(xiv) access the Tools if You are Our direct competitor, except with Our prior written consent;
(xv) access the Tools for purposes of monitoring availability, performance or functionality, or for any other benchmarking or competitive purposes;
(xvi) use the Tools or any information gained from the use thereof to train, calibrate, or validate, in whole or in part, any other systems, programs or platforms, or for benchmarking, software-development, or other competitive purposes, or use the Tools for any other purposes that are outside the purposes defined in Section 3 above.
6. FEES AND PAYMENT TERMS
6.1 If You purchase an Account or another aspect of the Tools that requires a fee, You will be invoiced as set forth in the Order Form. Unless otherwise specified in an applicable Order Form You agree (i) to pay the then current list price for the Account or Tools; (ii) that the first invoice will coincide with the Order Start Date; and, (iii) unless otherwise agreed by the parties, all amounts due will be denominated in U.S. dollars. If you fail to timely pay any amounts due, Athennian may assess finance charges equal to the lesser of 1.5% of the unpaid balance per month or the highest rate permitted by applicable usury law. You will be responsible for any reasonable attorneys’ fees, costs and expenses incurred by Athennian to collect any amounts that are not paid when due.
6.2 Athennian may accept any partial payment, regardless of any language that would purport to limit Athennian’s rights to collect further amounts, and without prejudice to Athennian’s right to recover the balance of the amount due or to pursue any other right or remedy. Amounts due to Athennian may not be withheld or offset by You for any reason against amounts due or asserted to be due to You from Athennian. If You fail to timely pay any undisputed amounts due under this Agreement, then without limitation of any of Your other rights or remedies, Athennian may suspend performance of those services until Athennian receives all past due amounts from You.
6.3 Other than income taxes imposed on Athennian, You will bear all taxes, duties, VAT and all other governmental charges (collectively, “taxes”) resulting from this Agreement or transactions conducted in relation to this Agreement or the Tools. If You are exempt from any applicable taxes, it will provide evidence reasonably satisfactory to Athennian of its tax exempt status, and Athennian will not include such taxes in its invoices to You.
7. TERM AND TERMINATION
7.1 Term. This Agreement begins upon creation of Your Account or any other access to the Tools and continues until: (a) your Sandbox plan expires; or (b) your use of the Tools ceases (including as a result of termination in accordance with this Section 7) and/or you provide notice to Us pursuant to 7.3 below (“Term”).
7.2 Termination by Us. Notwithstanding anything to the contrary herein, and in addition to all other remedies available to Us, We may limit, suspend or terminate Your Account access or use of the API, Integrator Key or other aspects of the Tools without notice if: (a) You breach any provision of this Agreement; (b) You violate any policy applicable to the Tools; (c) You transfer use of the Tools to another person without Our consent; (d) We determine, in Our sole discretion, that Your use of the Tools is excessive, unusually burdensome, or unprofitable to Us; (e), We believe that Your continued use of the Tools presents a threat to the security of other developers or to users any Athennian product or service; (f) at our discretion, for any reason or no stated reason, including pursuant to the provisions of Section 3.4.
7.3 Termination by You. For any free account You may terminate this Agreement for convenience by providing written notice to Us.
7.4 Effect of Termination & Post-Termination Obligations. If this Agreement expires or is terminated for any reason: (a) You will pay to Athennian any amounts that have accrued before, and remain unpaid as of the date of the termination or expiration; (b) any and all liabilities of You to Athennian that have accrued before the effective date of the termination will survive; (c) licenses and use rights granted to You under this Agreement will immediately terminate; (d) Athennian’s obligation to provide any further services to You under this Agreement will immediately terminate; (e) You will cease using the Brand Assets and the Tools, including the API, and Athennian Content; (f) You will remove implementation of the API and the Integrator Key from Your Integration(s) and delete all copies of the Athennian Content and Brand Assets; and (g) the parties’ rights and obligations under Sections 7.4, 8 through 12 will survive.
8. WARRANTIES AND DISCLAIMERS
8.1 NO WARRANTIES. THE TOOLS, ATHENNIAN CONTENT, AND ACCESS TO THE SANDBOX ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. YOU EXPRESSLY AGREE THAT THE SANDBOX AND YOUR USE THEREOF, INCLUDING ALL CONTENT OR DATA DISTRIBUTED BY, DOWNLOADED OR ACCESSED FROM OR THROUGH THE TOOLS OR THE SANDBOX, IS AT YOUR SOLE RISK. WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS TO THE INFORMATION, MATERIALS, AND CONTENT ON THE TOOLS AND SANDBOX. WE DO NOT REPRESENT OR WARRANT THAT MATERIALS IN THE TOOLS AND SANDBOX ARE ACCURATE, COMPLETE, RELIABLE, CURRENT, OR ERROR-FREE.
8.2 Disclaimer. YOU HAVE NO RIGHT TO MAKE OR PASS ON ANY REPRESENTATION OR WARRANTY ON BEHALF OF ATHENNIAN TO ANY THIRD PARTY.
Because some states and jurisdictions do not allow limitations on implied warranties, the above limitation may not apply to you. in that event, such warranties are limited to the maximum extent permitted by, and to the minimum warranty period allowed by the mandatory applicable law.
9. YOUR INDEMNIFICATION OBLIGATIONS
9.1 You agree to defend, hold harmless and indemnify Athennian, and its subsidiaries, affiliates, officers, agents, employees, and suppliers, from and against any third party claim arising from or in any way related to Your use of the Tools or Athennian Content, use of Brand Assets other than as set forth in Sections 3 and 4, violation of this Agreement or other actions connected with use of Athennian services, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, We will provide You with written notice of such claim, suit, or action.
10. LIMITATIONS OF LIABILITY
10.1 Limitations of Liability.
(i) IN NO EVENT SHALL ATHENNIAN, ITS OFFICERS, DIRECTORS, AGENTS, AFFILIATES, EMPLOYEES, ADVERTISERS, OR DATA PROVIDERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, BUSINESS INTERRUPTION, OR LOSS OF DATA) WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), EQUITY OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE TOOLS, ATHENNIAN SANDBOX, ATHENNIAN CONTENT, OR ATHENNIAN API.
(ii) NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, ATHENNIAN’S AGGREGATE LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF THIS AGREEMENT, SHALL IN NO EVENT EXCEED THE GREATER OF: (1) ONE HUNDRED U.S. DOLLARS ($100.00); AND (2) THE TOTAL FEES PAID UNDER THIS AGREEMENT IN THE 12 MONTHS PRECEDING SUCH CLAIM. REGARDLESS OF ANY LAW OR STATUTE, ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR.
(iii) SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OF LIABILITY SO THE ABOVE LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE MANDATORY LAW (AND SHALL NOT LIMIT OR EXCLUDE ANY LIABILITY THAT CANNOT LEGALLY BE EXCLUDED OR LIMITED UNDER MANDATORY LAW).
11.1 “Confidential Information” means any trade secrets or other information of Athennian or You, whether of a technical, business, or other nature (such as Athennian Content or Your uploaded content), that is disclosed to the other party (the “Recipient”) and that is marked “confidential,” or, whether or not marked, that a reasonable person would understand to be confidential given the circumstances of the disclosure. Confidential Information does not include any information that: (a) was known to Recipient before receiving it from the disclosing party; (b) is independently developed by Recipient without use of or reference to any Confidential Information of the other party; (c) is acquired by Recipient from another source that did not receive it in confidence from the other party to this Agreement; or (d) is or becomes part of the public domain through no fault or action of Recipient.
11.2 Restricted Use and Nondisclosure. During and after the Term, Recipient will: (a) use the Confidential Information of the other party solely for purposes that are consistent with the scope of this Agreement; (b) not disclose such Confidential Information to a third party, except on a need-to-know basis to its attorneys, auditors and consultants who are under confidentiality obligations at least as restrictive as contained herein; and (c) protect such Confidential Information from unauthorized use and disclosure to the same extent (but using no less than a reasonable degree of care) that it protects its own Confidential Information of a similar nature.
11.3 Required Disclosure. If Recipient is required by law to disclose Confidential Information of the other party or the terms of this Agreement, Recipient will give prompt written notice to the other party before making the disclosure, unless prohibited from doing so by the legal or administrative process, and assist the disclosing party to obtain where reasonably available an order protecting the Confidential Information from public disclosure.
11.4 Ownership. Recipient acknowledges that, as between the parties, all Confidential Information it receives from the disclosing party, including all copies thereof in Recipient’s possession or control, in any media, is proprietary to and exclusively owned by the disclosing party. Nothing in this Agreement grants Recipient any right, title or interest in or to any of the disclosing party’s Confidential Information. Recipient’s incorporation of the disclosing party’s Confidential Information into any of its own materials will not render Confidential Information non-confidential.
11.5 Remedies. Recipient acknowledges that any actual or threatened breach of this Section 10 may cause irreparable, non-monetary injury to the disclosing party, the extent of which may be difficult to ascertain. Accordingly, the disclosing party is entitled to (but not required to) seek injunctive relief in addition to all remedies available to the disclosing party at law and/or in equity, to prevent or mitigate any breaches of this Agreement or damages that may otherwise result from those breaches. Absent written consent of the disclosing party to the disclosure, the Recipient, in the case of a breach of this Section 11, has the burden of proving that the disclosing party’s Confidential Information is not, or is no longer, confidential or a trade secret and that the disclosure does not otherwise violate this Section 11.
11.6 Existing Obligations. The obligations in this Section 11 are in addition to, and supplement, each party’s obligations of confidentiality under applicable law and under any nondisclosure or other agreement between the parties.
12.1 Relationship. At all times, the parties are independent actors, and are not the agents or representatives of the other. This Agreement is not intended to create a joint venture, partnership, or franchise relationship, or give rise to any third party beneficiary.
12.2 Assignability. You may not assign Your rights or obligations under this Agreement, which include without limitation Your Integrator Key, without Athennian’s prior written consent. If consent is given, this Agreement will bind Your successors and assigns. Any attempt by You to transfer its rights, duties, or obligations under this Agreement without Athennian’s prior written consent is void. Athennian may freely assign its rights, duties, and obligations under this Agreement.
12.3 Notices. Except as otherwise permitted herein, any notice required or permitted to be given in accordance with this Agreement will be effective only if it is in writing and sent via: (a) email if receipt of the email is acknowledged by the intended recipient, (b) certified or registered mail, or, (c) insured courier.
If to You, such notice will be sent to the information provided in any Order Form or Registration.
If to Us, such notice will be sent to:
Paper Interactive, Inc., dba Athennian
Suite 500, 340 12 Avenue SW
Calgary, Alberta, Canada T2R 1L5
Either party may change its address for receipt of notice by providing notice to the other party in accordance with this Section or the recitals to this Agreement.
12.4 Force Majeure. Except for any payment obligations, neither party will be liable for failure to perform any obligation under this Agreement to the extent such failure is caused by a force majeure event (including acts of God, natural disasters, war, civil disturbance, action by governmental entity, strike and other causes beyond the party’s reasonable control). The party affected by the force majeure event will provide notice to the other party within a commercially reasonable time and will use commercially reasonable efforts to resume performance as soon as practicable. Obligations not performed due to a force majeure event will be performed as soon as reasonably possible when the force majeure event concludes.
12.5 Governing Law & Venue. This Agreement, and any disputes arising out of or related to this Agreement, will be governed exclusively by the internal laws of the Province of Alberta and the laws of Canada applicable in the Province of Alberta, without regard to its conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The provincial and federal courts located in Calgary, Alberta will have exclusive jurisdiction over any disputes arising out of related to this Agreement, and each party consents to the exclusive jurisdiction of those courts.
12.6 Waiver. The waiver by either party of any breach of any provision of this Agreement does not waive any other breach. The failure of any party to insist on strict performance of any covenant or obligation in accordance with this Agreement will not be a waiver of such party’s right to demand strict compliance in the future, nor will the same be construed as a novation of this Agreement.
12.7 Severability. If any part of this Agreement is found to be illegal, unenforceable, or invalid, the remaining portions of this Agreement will remain in full force and effect. If any material limitation or restriction on the grant of any license Athennian provides to You under this Agreement is found to be illegal, unenforceable, or invalid, the license will immediately terminate.
12.8 Entire Agreement. Except as expressly stated herein, this Agreement, which includes the language and paragraphs preceding Section 1, is the final and complete expression of the agreement between these parties regarding the Tools. This Agreement supersedes any previously published iteration of Terms and Conditions applicable to Developers as well as all previous oral and written communications regarding these matters.
Last updated: March 1, 2022