By clicking “I accept,” or by requesting access to, accessing or using the Meow APIs to access your Meow Account data, you are agreeing to this API Addendum ("API Terms") with Meow Technologies, Inc. ("MTI", "we", "us", or "our"), and to comply with its terms."You" refers to the person or entity accepting these API Terms. If you are agreeing to the API Terms on behalf of an entity, then you represent and warrant that you have authority to bind that entity, that you are doing so on behalf of that entity, and that all references to "you" in this agreement refer to that entity. These API Terms are subject to and incorporated into the Meow Technologies Terms of Service, available at https://www.meow.com/legal/terms-of-service (the "Terms of Service"). If you have not previously agreed to the Terms of Service, then by entering into these API Terms, you hereby agree to the Terms of Service. All capitalized terms which are not defined in these API Terms shall have the definitions given in the Terms of Service. For purposes of the Terms of Service, the "Service" will be deemed to include the Meow APIs.

1. Defined Terms

"Data" means any data, including documentation, information, content or other material, that is transmitted by or accessible through the Meow APIs from your Meow Account, including any Personal Data contained therein.

"Dispute" means any dispute, controversy, and claim resulting from a party's rights and obligations under, or in connection with, the API Terms.

"Feedback" means all feedback, suggestions, ideas, or enhancement requests you submit or otherwise communicate by any means.

"Personal Data" means personal information or personal data, as defined under applicable data protection law.

"Meow Account" means your Meow account used to access Services.

"Meow APIs" means (i) any software, code, services, accounts, keys, or information related to Meow's application programming interface, including the developer console and all other tools, elements, components and executables, and (ii) documentation that MTI makes available to help enable use.

2. API Access

2.1 Requesting API Access. Only administrators of your Meow Account may request access to the Meow APIs. To request access, an administrator must submit a request through the Meow platform. MTI may approve or deny your request in our sole discretion, including based on our risk assessments, due diligence, compliance checks, and other internal criteria. Before you can create API keys or access or use any Meow APIs, you must review and agree to these API Terms.

2.2 API Keys. Once your API access request is approved and you have agreed to these API Terms, you may create API keys through your Meow Account. "API Keys" means the security keys, secrets, tokens, and other credentials to access the Meow APIs and Data associated with your Meow Account. All activities that occur using your API Keys are your responsibility. API Keys are non-transferable and non-assignable. You are required to keep them confidential and secure. You must promptly revoke and rotate any API Keys that you believe or reasonably suspect may have been compromised and, where technically feasible, implement API key rotation in accordance with industry best practices.

2.3 Sandbox Environment. You may initially receive access to the Meow APIs in a demo or sandbox environment. The sandbox environment may use synthetic, test, or otherwise obfuscated data and is provided without any uptime, availability, support, performance commitments or service-level agreements. You will not access or use the sandbox environment in connection with any production Data or to deliver any production services.

3. Meow API Guidelines

3.1 Use of Meow APIs. Subject to your compliance with all of the API Terms, MTI grants you a limited, non-exclusive, non-assignable, non-transferable, revocable right to use the Meow APIs to access and integrate your own Meow Account Data with your internal systems and workflows, and with applications you operate for your own business purposes. You may use the Meow APIs only as expressly permitted in the API Terms. We provide no Services to you under the API Terms. All service-level commitments (if any) are set forth in the Terms of Service and not in these API Terms.

3.2 API Restrictions. You may NOT, and may not cause or permit any third party to:

• Use the Meow APIs in a way that could impair or harm MTI or any of MTI's customers or users, the Meow APIs, or any Services or otherwise interferes with their normal operation or security;
• Use the Meow APIs to disrupt, interfere with, or attempt to gain unauthorized access to Meow Accounts, Data, servers, systems, devices, or networks connected to or which can be accessed via the Meow APIs;
• Attempt to circumvent the limitations MTI sets on your use of the Meow APIs, including any rate limits or API request quotas;
• Redistribute or resell, or sublicense access to, the Meow APIs;
• Display or disclose any portion of the Meow APIs to any person except as expressly permitted by these API Terms;
• Use the Meow APIs in a way that violates or encourages violation of applicable law, including:
  • Accessing or authorizing anyone to access the Meow APIs in violation of any U.S. government sanctions, embargoes or other prohibitions.
  • Defrauding anyone for any reason.
  • Violating applicable privacy laws or regulations.
• Reverse engineer, disassemble, decompile, or otherwise attempt to gain access to the source code of the Meow APIs or Services except to the extent permitted by applicable law;
• Access the Meow APIs to replicate or develop products or services that compete with the Meow APIs, Services, including any features or functionality thereof, or other aspects of our business; or
• Use the Meow APIs in a way that could create, in MTI's sole discretion and judgment, an unreasonable risk to MTI, the Services, or any Meow customer.

You also may not use the Meow APIs or any Data to train, fine-tune, or otherwise improve any generalized machine learning models, large language models, or similar systems, except as expressly permitted in a separate written agreement with MTI. You may not subject any portion of the Meow APIs or any MTI intellectual property right in any portion of the Meow APIs or Services to the terms of any "open source" license, including a license that requires, as a condition of use, modification, or distribution of technology subject to such license, that such technology or other technology combined or distributed with such technology (a) be disclosed or distributed in source code form; (b) be licensed for the purpose of making derivative works; or (c) be redistributable at no charge.

3.3 Permitted Applications. Subject to these API Terms, you may use the Meow APIs to build and operate internal tools and external applications (such as dashboards, connectors, or integrations) that allow you and your authorized users to access and use Data from your Meow Account, provided that:

• you only use the Meow APIs to access Data associated with your own Meow Account;
• you have all rights, consents, and permissions required under applicable law and contract to access and use such Data; and
• you do not provide any third party with access to the Meow APIs except on your behalf and under your control.

You are solely responsible for any such application or integration that you develop and ensuring that such integration or application complies with all applicable laws, including the distribution or provision of the application or integration to end users. You must not make any representation or any express or implied warranty to third parties (including, without limitation, to any end customers) on behalf of MTI.

3.4 Fees. Meow reserves the right to implement fees for the Meow APIs. MTI may also propose premium offerings that provide for additional access as well as enhanced service and support terms. You agree to pay all applicable fees for use of the Meow APIs pursuant to the terms of the Terms of Service.

4. Security

You must keep your API Keys secure and confidential. Do not share your API Keys with unauthorized parties or expose them in public repositories or client-side code. You are responsible for maintaining appropriate security measures for any systems that access the Meow APIs, including implementing and maintaining appropriate technical and organizational measures designed to protect Data from unauthorized or unlawful access, use, alteration, or disclosure.

MTI may monitor and analyze your use of the Meow APIs, including to verify your compliance with the API Terms, to ensure the quality and reliability of the Meow APIs, and to improve the Meow APIs or other Services. You agree not to interfere with any such monitoring, and you understand that MTI may use any technical means to overcome such interference.

You will promptly respond to any questions by MTI about your compliance with the API Terms and treatment of Data, including providing any requested documentation. Without limiting the foregoing, upon request by MTI, you will provide us (or an independent auditor acting on our behalf) with access to and allow us to test your systems and operations relating to your use of the Meow APIs or Data as reasonably requested by us to verify your compliance with these API Terms (including, in particular, your security and privacy obligations), where reasonably practicable with reasonable prior notice and during normal business hours.

You must promptly respond to and remediate any security vulnerabilities. In the event of any unauthorized access or use of Data or any other security incident that may impact the Meow APIs, Services or Data, you will immediately contact support@meow.com (within twenty four (24) hours of discovery) and provide details of the incident. You will reasonably cooperate with MTI in investigating, mitigating, and remediating any such security incident, including providing ongoing updates and information as requested. Upon MTI's reasonable request following a security incident related to your systems or use of the Meow APIs, you will provide a post-incident root cause analysis and a summary of corrective actions taken or planned. You agree to refrain from making public statements (e.g., press, blogs, social media, etc.) without prior written and express permission from MTI in each instance as it relates to the Meow APIs or Services.

The rights and requirements of this section will survive for five (5) years following any termination of these API Terms.

5. Compliance with Laws

You must comply with all laws and regulations applicable to your use of the Meow APIs and Data, including without limitation laws related to privacy, data protection, data transfer and security. Your use of the Meow APIs is conditioned upon implementing and maintaining appropriate protections for your Application, and that includes your responsibility for Personal Data obtained through the use of the Meow APIs. For all Data, including Personal Data, you must:

• provide all necessary notices and obtain all necessary consents and permissions before processing;
• implement proper retention and deletion policies, and only retain Data or any derivatives to the extent the associated customer or account owner has expressly granted you permission to do so; and
• maintain, post and comply with terms of service and a privacy policy for your Application that accurately describe the operations of your Application and your practices regarding the data you collect and use.

You are solely responsible for your compliance obligations relating to your Data and Application. Nothing in the API Terms shall be construed as creating a joint controller or processor-subprocessor relationship between you and Meow.

The Meow APIs and Services may be subject to U.S. export jurisdiction and other applicable national or international laws. You will comply with all applicable international and national laws that apply to the Meow APIs and Services, including the U.S. Export Administration Regulations.

6. Changes to the Meow APIs and API Terms

WE MAY CHANGE OR DISCONTINUE THE AVAILABILITY OF SOME OR ALL OF THE MEOW APIs AT ANY TIME FOR ANY REASON WITH OR WITHOUT NOTICE. Such changes may include, without limitation, removing or limiting access to specific Meow API(s), requiring fees, or setting and enforcing limits on your use of additions to the Meow APIs. We may also impose limits on certain features and services or restrict your access to some or all of the Meow APIs. We may release subsequent versions of the Meow APIs and require that you use those subsequent versions, at your sole cost and expense.

Any version of the Meow APIs designated as “pre-release”, “beta”, or similar (“Preview APIs”), may be incomplete, unstable and contain bugs, errors and design flaws. We may change or not release a final or commercial version of a Preview APIs in our sole discretion.

We may change, amend or terminate these API Terms at any time. Where reasonably practicable, we will use commercially reasonable efforts to provide you with advance notice of material changes to the Meow APIs or these API Terms (for example, via the Meow platform, email, or developer documentation and changelogs), but we do not guarantee that such notice will be provided in every case. We may maintain versioning for the Meow APIs and document material changes in accompanying release notes or changelogs. Your use of the Meow APIs after we post any change or amendment means you agree to the new API Terms. If you do not agree to the new API Terms or if we terminate these API Terms, you must stop using the Meow APIs and delete your API Keys.

7. Marks

7.1. Meow Marks. Subject to your compliance with these API Terms, MTI hereby grants you a limited, non-exclusive, revocable, non-transferable and non-sublicensable license to use our name and logos that we pre-approve and make available (collectively, "Meow Marks") to accurately communicate that you use Meow Services. All use of Meow Marks must be in accordance with any brand guidelines made available by MTI. You may not suggest a partnership or endorsement by MTI absent specific written approval by us. Should MTI find objectionable any use of the Meow Marks in its sole discretion, MTI will have the right to revoke the rights granted under this Section, and you will immediately cease using the Meow Marks in the manner MTI finds objectionable. You agree that your use of Meow Marks and all goodwill related to the use of Meow Marks shall inure to the benefit of MTI.

7.2. Your Marks. You hereby grant to MTI a limited, fully paid-up, royalty-free, non-exclusive license to use your name(s) and logo(s) ("Your Marks") in connection with your use of the Meow APIs. For example, we might include Your Marks on our website, in blog posts or other marketing materials. MTI agrees that you own and retain all right, title and interest in and to Your Marks, and that any and all goodwill generated by MTI in Your Marks will inure to your sole benefit.

8. Ownership; Feedback

8.1 MTI IP. All right, title and interest, including intellectual property and other proprietary rights, in and to the Meow APIs, Meow Marks, Services and all Confidential Information ("MTI IP") is and will remain the sole property of and reserved to MTI and no right, title or interest therein is transferred to you as a result of your use thereof or these API Terms. You will not contest or assist others in contesting the validity of any such rights.

8.2 Feedback. You hereby grant MTI a royalty-free, fully-paid, irrevocable, perpetual, nonexclusive, worldwide, assignable and otherwise transferable license, with the unrestricted and unlimited right to grant sublicenses, (a) to create derivative works based upon any Feedback; and (b) to use, copy, display, publish, distribute or otherwise commercialize or exploit in any manner any Feedback or derivative works based thereon. For purposes of these API Terms, “Feedback” does not include your Confidential Information that you unintentionally include in your communications with us; to the extent of any conflict between this Section and the confidentiality obligations in these API Terms with respect to such Confidential Information, the confidentiality obligations shall control. MTI has no obligation to compensate or credit you for Feedback you provide, regardless of whether or how we may use or otherwise commercialize or exploit it.

9. Confidentiality

You may be given access to certain non-public information, technology, documentation and specifications, including the Meow APIs and related materials ("Confidential Information"), which is confidential and proprietary to MTI. You agree to hold any Confidential Information, whether in oral or written form, strictly confidential. You will not use or disclose Confidential Information, in whole or in part, except as necessary to test and use the Meow APIs as expressly permitted in the API Terms. You shall have no obligation to maintain the confidentiality of any information which: (a) is or becomes publicly available without breach of the API Terms; (b) is rightfully received by you from a third party without an obligation of confidentiality and without breach of the API Terms; (c) is developed independently by you without access to or use of the Confidential Information; or (d) has been approved for release by our written authorization.

10. Disclaimer of Warranties, Limitation of Liability and Indemnity

THE MEOW APIs AND ALL INTELLECTUAL PROPERTY MADE AVAILABLE OR LICENSED BY MTI UNDER OR IN CONNECTION WITH THESE API TERMS ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. MTI DISCLAIMS ALL WARRANTIES DUTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED OR STATUTORY WITH RESPECT TO THE MEOW APIs AND RELATED INTELLECTUAL PROPERTY, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON INFRINGEMENT. In addition, the disclaimers, limitations of liability, and indemnity provisions in the Terms of Service apply to your use of the Meow APIs. See the Terms of Service.

11. Termination

11.1 Termination. We may suspend or terminate these API Terms, any rights granted herein, and/or your right to access the Meow APIs, in our sole discretion at any time, for any reason. Where reasonably practicable, we will use commercially reasonable efforts to provide you with prior notice of termination. However, we may suspend or terminate your access to the Meow APIs immediately without prior notice if we believe it is necessary to comply with law, protect the security, integrity or availability of the Meow APIs, Services, or Data, or to prevent or mitigate harm or liability. You may terminate the API Terms at any time by ceasing your access to the Meow APIs and deleting your API Keys.

11.2 Effect of Termination. Upon termination, all rights granted to you herein immediately expire and you must cease use of the Meow APIs and any other Meow IP. You must also comply with customer or account owner instructions to return or delete any Data accessed or obtained through the Meow APIs, unless prohibited by law.

12. General Terms

These API Terms supplement the Terms of Service and MTI's Privacy Policy. Those policies include the governing law, dispute resolution, notice, assignment, waiver, and survival provisions that apply to your use of the Meow APIs and the Services.