API Terms Of Service

These Foresight API Terms of Service ("API Terms") describe the terms and conditions which govern Customer's access to and use of the application programming interface (the "API") provided by iConvert, a limited liability company with registered office at Rubensheide 40, 2950 Kapellen, registered with the Crossroads Bank for Enterprises under number 0665.855.015 ("Foresight"). Hereinafter the parties may individually be referred to as a "Party" or jointly as the "Parties".

1. APPLICABILITY

1.1 These API Terms supplement Foresight's Terms of Service (the "ToS") available at www.foresightiq.ai/terms-of-service. Customers must accept both documents to access the API. All capitalised terms not defined herein have the meanings in the ToS.

1.2 By accepting these API Terms, either by clicking a box indicating acceptance, executing an Order Form or other document that references these API Terms, by using (or making any payment for) the API, or by otherwise indicating acceptance of these AP Terms, the use of the API will be governed by these API Terms. The general terms and conditions of the Customer are not applicable and are explicitly excluded, even if such general terms and conditions of the Customer would contain a similar clause. By entering into this Agreement on behalf of a legal entity, the individual accepting these API Terms represents that it possesses the necessary authority to bind that legal entity to the Agreement. All references to "the Customer" in these API Terms mean the person accepting these Terms of Service as an individual or the legal entity for which the representative is acting.

1.3 In the event of conflict between the ToS and these API Terms regarding API usage, these API Terms prevail.

1.4 The most recent version of the API Terms is available on the Website: www.foresightiq.ai/api-terms-of-service.

2. DEFINITIONS

  • API: means the application programming interface for programmatic access to the Service;
  • API Credentials: means authentication keys, tokens, or credentials issued for accessing the API;
  • API Call: means a single request made to the API;
  • Rate Limit: means the maximum number of API Calls permitted within a specified time period;
  • Usage Quota: means the maximum volume of data or API Calls allocated per billing period;
  • Breaking Change: means an API modification requiring Customer to modify its integration.

3. API ACCESS AND RESTRICTIONS

3.1 Customer license. Subject to these API Terms and payment of applicable Fees, Foresight grants Customer a limited, non-exclusive, non-transferable, revocable licence to access and use the API solely for Customer's internal Business Purposes.

3.2 Authorized Users license. In accordance with the conditions set forth in this Agreement, Foresight grants to the Authorized Users a limited, non-exclusive, non-transferable, revocable license (without the right to sub-license), to access and use the API solely for Customer's Business Purposes, and in accordance with the Subscription Plan.

3.3 Excluded usage.

3.3.1 Customer will not have the right to:

  • (i) Exceed Rate Limits or Usage Quotas through technical means;
  • (ii) Share or disclose API Credentials to third parties;
  • (iii) Reverse engineer or attempt to derive the API's source code;
  • (iv) Use the API to build competing products or services;
  • (v) Resell or redistribute API access to third parties;
  • (vi) Cache API responses beyond 24 hours or reasonable operational needs;
  • (vii) Access data or endpoints not authorised for Customer's API tier;
  • (viii) Use the API in violation of third-party platform terms of service;
  • (ix) Make excessive API Calls that burden Foresight's infrastructure.

3.3.2 Any violation of these restrictions may result in immediate suspension or termination of access to the ΑΡΙ.

3.4 Security and confidentiality. Customer is solely responsible for maintaining the confidentiality and security of all API Credentials and all activities using Customer's credentials. Customer will immediately notify Foresight of any unauthorised use of API Credentials. Foresight may revoke, regenerate, or rotate API Credentials at any time for security purposes, with reasonable notice where feasible. API Credentials must not be embedded in publicly accessible code repositories or client-side applications.

4. RATE LIMITS, QUOTAS AND FEES

4.1 Rate Limits. Customer's API usage is subject to Rate Limits and Usage Quotas specified in the Order Form. If Customer exceeds:

  • (i) Rate Limits: Foresight may throttle requests or return error responses;
  • (ii) Usage Quotas: Foresight may suspend API access or charge overage fees.

4.2 API Fees. API access may be subject to additional fees as specified in the Order Form. Usage-based fees will be billed monthly in arrears. Overage fees as specified in the Order Form apply if Customer exceeds allocated quotas.

5. DATA USAGE AND CACHING

5.1 API responses may include Marketing Data and Output subject to Section 6 of the ToS.

5.2 Customer may cache API responses for reasonable operational purposes, not exceeding 24 hours, and must not use caching to circumvent Rate Limits or Usage Quotas.

5.3 All cached data must be deleted within thirty (30) days of termination of API access.

5.4 Customer may not share or redistribute API response data to third parties except as necessary for internal Business Purposes and subject to confidentiality obligations.

6. INTELLECTUAL PROPERTY RIGHTS

Foresight and its suppliers exclusively own and retain all intellectual property rights, title and interests in and to the API including all endpoints, methods, protocols, specifications, documentation, code samples, SDKs, libraries, and underlying technology.

7. API MODIFICATIONS AND DEPRECATION

7.1 Right to Modify. Foresight reserves the right to modify, update, or discontinue the API at any time.

7.2 Non-Breaking Changes. Foresight may implement backwards-compatible changes (such as adding new endpoints or optional parameters) without advance notice.

7.3 Breaking Changes. Foresight will provide at least ninety (90) days' advance notice of Breaking Changes, except for security vulnerabilities or legal compliance requirements.

7.4 Deprecation. When deprecating API endpoints, Foresight will:

  • (i) announce the deprecation with at least ninety (90) days' notice;
  • (ii) provide migration guidance where feasible;
  • (iii) maintain the deprecated endpoint during the deprecation period.

7.5 Customer is solely responsible for monitoring API documentation, adapting integrations to changes, and migrating from deprecated endpoints.

8. API AVAILABILITY AND SUPPORT

8.1 Foresight will use commercially reasonable efforts to maintain API availability but does not guarantee uninterrupted or error-free access.

8.2 Foresight may perform scheduled maintenance with advance notice where feasible, or emergency maintenance without notice.

8.3 API support is provided in accordance with Customer's Subscription Plan. Enhanced support may be available for additional fees.

8.4 Customer is responsible for implementing appropriate error handling and retry logic in its integration.

9. SUSPENSION AND TERMINATION

9.1 Suspension. Foresight may suspend API access immediately without notice if:

  • (i) Customer violates these API Terms;
  • (ii) Customer's usage poses security threats or impacts other customers;
  • (iii) Customer fails to pay API Fees; or
  • (iv) Suspension is necessary to prevent harm or comply with legal requirements.

9.2 Termination. The initial term for access to the API is specified in the Order Form ("Minimum Term"). Following the Minimum Term, either Party may terminate Customer's API access for convenience with thirty (30) days' prior written notice. Notwithstanding the foregoing, Foresight may terminate API access for (i) material or repeated violations, (ii) upon termination of the ToS, or (iii) circumstances that would justify suspension under Section 9.1.

9.3 Effect of Termination. Upon termination:

  • (i) All API Credentials will be revoked;
  • (ii) Customer must cease all API use and delete cached data within thirty (30) days; and
  • (iii) Fees paid are non-refundable except as required by law.

10. DISCLAIMERS AND LIABILITIES

10.1 "As Is". THE API IS PROVIDED "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, RELIABILITY, OR AVAILABILITY.

10.2. No guarantees. IN PARTICULAR FORESIGHT DOES NOT WARRANT THAT:

  • (i) THE API WILL BE UNINTERRUPTED, SECURE, OR ERROR-FREE;
  • (ii) API RESPONSES WILL BE ACCURATE OR COMPLETE;
  • (iii) ERRORS WILL BE CORRECTED;
  • (iv) THE API WILL REMAIN UNCHANGED OR THAT SPECIFIC FEATURES WILL CONTINUE TO BE AVAILABLE; OR
  • (v) THIRD-PARTY DATA SOURCES WILL REMAIN ACCESSIBLE.

10.3 Limitation of liability. IN ADDITION TO LIMITATIONS IN SECTION 10.2 OF THE TOS, FORESIGHT IS NOT LIABLE FOR:

  • (1) DAMAGES FROM API UNAVAILABILITY, ERRORS, OR MODIFICATIONS;
  • (II) COSTS OF DEVELOPING OR MAINTAINING API INTEGRATIONS; AND
  • (III) BUSINESS LOSSES FROM RELIANCE ON API DATA.

FORESIGHT'S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE API TERMS WILL NOT EXCEED THE API FEES PAID BY THE CUSTOMER DURING THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO FORESIGHT'S LIABILITY.

11. MISCELLANEOUS

11.1 Amendments. Foresight reserves the right to amend its API Terms from time to time upon notice to the Customer (via email, on the Website or the Service). These changes will enter into force fifteen (15) calendar days after written notice from Foresight to the Customer. In the event the Customer does not accept these material changes, the Customer has the right to terminate the Agreement where the subscription will terminate upon the first Renewal Term and such new amended API Terms will not apply for the then-current subscription term. Where the Customer has not notified Foresight of such termination within the aforementioned fifteen (15) calendar days period, Customer irrevocably and unconditionally accepts such changes and will no longer be entitled to terminate the Agreement. Continued API use after the aforementioned fifteen (15) calendar days period constitutes acceptance.

11.2 Governing Law. These API Terms are governed by the laws specified in Section 14 of the ToS.

11.3 Entire Agreement. These API Terms, together with the ToS and Order Form, constitute the entire agreement regarding API access.

11.4 Contact. Questions regarding these API Terms should be directed to info@foresightiq.ai.