RunNode API Terms

RunNode Inc. and RunDAO and RunNode.com

Date of Last Update: 02/26/2022

The following terms (“API Terms”) govern your use of the application program interfaces and accompanying documentation and materials (the “RunNode API”) that are made available by SolTech Inc., doing business as RunNode (“RunNode”) for the purpose of enabling applications developed by you (“App”) to access and use RunNode’s Solana RPC endpoint services (the “RunNode Services”). RunNode is willing to grant to you the rights set forth below, subject to and in accordance with these API Terms. By accessing and using the RunNode API, you are consenting to be bound by these API Terms, as well as the RunNode Terms of Service (“Terms of Service”), located at (https://runnode.com/site-terms-of-use/). In the event of a conflict between the Terms of Service and the API Terms, these API Terms shall govern. If you are acting on behalf of or at the request of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these API Terms and, in such event, “you” and “your” will refer to that company or other legal entity.

API Rights. Subject to your compliance with the terms and conditions of these API Terms, RunNode grants you a nonexclusive right to access and use the RunNode API solely for the purposes of developing and implementing Apps that communicate with and make use of the RunNode Services. RunNode reserves all rights in and to the RunNode API not expressly granted to you in these API Terms.

Restrictions. Except as expressly authorized under these API Terms, you may not: (a) copy, modify, display, distribute, transfer or sublicense the RunNode API or otherwise make the functionality of the RunNode API available to any third party through any means; (b) interfere with, bypass or disable any features or functionality that are embedded in or included with the RunNode API or RunNode Services; (c) access or use the RunNode API for the purpose of monitoring the availability, performance, or functionality of the RunNode Services or for any other benchmarking or competitive purpose; (d) access or use the RunNode API or RunNode Services in any unlawful manner, for any unlawful purpose or in any manner inconsistent with these API Terms; or (e) use any scraping, data harvesting, web crawlers, or other data extraction methods to extract data from the RunNode API or RunNode Services. You acknowledge and agree that the RunNode API and RunNode Services constitute or contain trade secrets of RunNode and its licensors. Accordingly, you will not disassemble, decompile or reverse engineer the RunNode API or RunNode Services or permit or authorize a third party to do so, except to the extent expressly permitted by law.

Ownership. You acknowledge that RunNode owns all worldwide right, title and interest in and to the RunNode API and RunNode Services including all intellectual property rights therein. If you provide RunNode with comments, suggestions or feedback regarding the RunNode API or RunNode Services you agree that RunNode will be free to use, disclose, reproduce, license or otherwise exploit such comments, suggestions or feedback as it sees fit, without obligation or restriction of any kind.

Term and Termination. You may terminate these API Terms at any time by ceasing your use of the RunNode API. RunNode may immediately terminate these API Terms at any time and without notice if you breach any term or condition of these API Terms. RunNode may also terminate these API Terms for any reason upon thirty (30) days’ notice. RunNode will not be liable for any costs, expenses or damages you incur as a result of its termination of these API Terms. Upon any termination of these API Terms, you will promptly cease all access to and use of the RunNode API and RunNode Services.

Updates and Revisions to RunNode API. RunNode may update or revise the RunNode API from time to time and such updates and revisions may adversely affect the manner in which your Apps access or communicate with the RunNode API or the RunNode Services. You are responsible, at your expense, for making any changes to your Apps that are required as a result of RunNode’s updates and revisions to the RunNode API. RunNode will attempt to provide thirty (30) days’ advance notice of any updates or revisions to the RunNode API that are not backward compatible or significantly change its functionality by posting such notice on the RunNode developer web site, unless circumstances require RunNode to make an immediate change, in which case RunNode will attempt to provide you with as much advance notice as possible.

No Warranty. The RunNode API AND RunNode SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. RunNode EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. NO ADVICE OR INFORMATION WHETHER ORAL OR WRITTEN, OBTAINED FROM RunNode OR ELSEWHERE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE API TERMS. YOU ACKNOWLEDGE AND AGREE THAT: (I) RUNNODE IS SOLELY A SOFTWARE PROVIDER AND MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE RUNNODE SERVICES OR YOUR USE THEREOF COMPLIES WITH THE APPLICABLE LAWS, REGULATIONS, RULES AND ORDERS OF ANY GOVERNMENTAL OR OTHER REGULATORY BODY (“APPLICABLE LAW”); AND (II) YOU ARE SOLELY RESPONSIBLE FOR DETERMINING WHETHER YOUR EXERCISE OF THE RIGHTS GRANTED TO YOU UNDER THESE API TERMS INCLUDING WITHOUT LIMITATION YOUR USE OF THE RUNNODE SERVICES COMPLIES WITH APPLICABLE LAW.

Limitation of Liability. IN NO EVENT WILL RunNode BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE API TERMS OR THE USE OR PERFORMANCE OF THE RunNode API OR RunNode SERVICES, WHETHER SUCH LIABILITY ARISES FROM A CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT RunNode HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. RunNode’S TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY WILL BE LIMITED TO AND WILL NOT EXCEED FIFTY DOLLARS ($50) OR THE AMOUNTS YOU PAID TO RunNode FOR USE OF THE RunNode API, whichever is greater. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE API TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

Indemnity. You will defend, indemnify, and hold RunNode harmless from and against any liabilities, losses, damages, judgments, fines, penalties, costs and expenses (including reasonable attorneys’ fees and court costs), as incurred, arising out of or in any way connected to: (i) your access to and use of the RunNode API or RunNode Services; or (ii) breach or violation of these API Terms or Applicable Law.

Confidential Information. You may be given access to certain non-public information, software or specifications relating to the RunNode API and RunNode Services (“Confidential Information”), which is confidential and proprietary to RunNode. You may use Confidential Information only as necessary in exercising your rights granted in these API Terms. You may not disclose any Confidential Information to any third party without RunNode’s prior written consent. You will protect Confidential Information from unauthorized use, access or disclosure in the same manner and to at least the same extent that you would use to protect your own confidential and proprietary information of similar importance, but in any event, you will use your reasonable efforts.

Modification of API Terms. RunNode may modify any of these API Terms, at any time and in its sole discretion, by posting notice on the RunNode developer website or by otherwise notifying you. If any modification is unacceptable to you, your only recourse is to terminate these API Terms. Your continued access and use of the RunNode API and the RunNode Services following such notice will constitute your acceptance of the modification.

Assignment. You may not assign or transfer these API Terms, by operation of law or otherwise, without RunNode’s prior written consent. Any attempt by you to assign or transfer these API Terms, without such consent, will be null. RunNode may freely assign or transfer these AP| Terms without restriction. Subject to the foregoing, these API Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

General. These API Terms constitute the entire and exclusive understanding and agreement between RunNode and you regarding the RunNode API and RunNode Services, and these API Terms supersede and replace any and all prior oral or written understandings or agreements between RunNode and you regarding the RunNode API and RunNode Services. If for any reason a court of competent jurisdiction finds any provision of these API Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of these API Terms will remain in full force and effect. Any notices or other communications provided by RunNode under these API Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the RunNode Services. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted. RunNode’s failure to enforce any right or provision of these API Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of RunNode. Except as expressly set forth in these API Terms, the exercise by either party of any of its remedies under these API Terms will be without prejudice to its other remedies under these API Terms or otherwise.