Particle Data Platform Terms of Service
Last Updated: October 21, 2026
1. INTRODUCTION AND SCOPE
1.1 Parties. These Particle API Terms of Service ("API Terms") are a binding agreement between Mina Labs, Inc., a Delaware corporation ("Particle," "we," "us," or "our"), and the entity or individual identified in the API account registration ("Customer," "you," or "your").
1.2 Scope. These API Terms govern your access to and use of: (a) the Particle Podcast Intelligence application programming interface and any associated documentation, software development kits, sample code, and related materials (collectively, the "API"); and (b) the Particle platform located at platform.particle.pro, through which you register for an account and access the API Explorer (the "Platform"). The API and the Platform are collectively the "API Services."
1.3 Other Particle Services. These API Terms do not govern: (a) Radar, Particle's web interface for viewing podcast trends and running searches of Particle's podcast data; or (b) Particle's consumer-facing news website or mobile application, which are subject to separate terms of use.
1.4 Acceptance. By registering for an API account, accessing the Platform, accessing any API endpoint, or using the API Services in any manner, you represent that: (a) you have read, understand, and agree to be bound by these API Terms; (b) you have the legal authority to enter into these API Terms on behalf of yourself or the entity you represent; (c) if you are entering into these API Terms on behalf of an entity, all references to "you" or "your" refer to that entity; and (d) you are at least eighteen (18) years of age and have reached the age of majority in your jurisdiction of residence.
1.5 Definitions. The following definitions apply to these API Terms:
(a) "API Output" means all content, data, metadata, summaries, analytics, audio clips, transcripts, full episode audio, and other materials delivered to you through the API Services.
(b) "Source Content" means third-party audio content sourced from external podcast publishers and made available through the API Services.
(c) "Clips" means audio excerpts of Source Content selected or produced by Particle's systems, consisting of: (i) "AI-Identified Clips," which are excerpts identified or selected using Particle's artificial intelligence systems; and (ii) "Filtered Clips," which are excerpts identified using traditional search, filtering, or matching technology. Clips are typically limited in duration.
(d) "Transcripts" means machine-generated textual representations of Clips or other Source Content produced by Particle's automated systems.
(e) "Full Episode Audio" means the complete audio recording of a podcast episode made available through the API Services.
(f) "Derived Content" means all outputs generated by Particle from or in connection with Source Content, including Clips, Transcripts, metadata, analytics, summaries, and other materials, but excluding the underlying Source Content itself.
(g) "Content Sources" means the third-party podcast creators, publishers, distributors, and platforms from which Particle sources Source Content.
(h) "Customer Application" means your applications, products, services, internal tools, dashboards, analytics platforms, and systems that integrate with the API Services.
(i) “Particle Audio URL” means the audio file location for a full episode hosted on Particle’s content delivery network, as delivered through the API Services.
(j) “Source Audio URL” means the audio file location for a full episode as published in the applicable Content Source’s feed, as delivered through the API Services.
2. ACCOUNT AND ACCESS
2.1 Registration. To access the API Services, you must register for an account ("API Account") and provide accurate, current, and complete registration information, including your legal entity name and contact information. You agree to maintain and promptly update this information as needed.
2.2 API Keys. Upon registration, Particle will issue you unique API credentials ("API Keys"). You are responsible for maintaining the confidentiality and security of your API Keys and for all activity that occurs under your API Account. You will immediately notify Particle of any unauthorized use of your API Keys or any other security breach. Particle reserves the right to revoke or rotate API Keys at any time, with or without notice.
2.3 Approval. Particle reserves the right to approve or reject any API Account application in its sole discretion. Particle may also require additional information or documentation regarding your intended use of the API Services before granting access.
2.4 Platform and Explorer. The Platform includes an API Explorer through which you may issue test requests to the API. All activity in the Explorer constitutes use of the API Services and is subject to these API Terms in full, including all use restrictions, rate limits, and usage quotas.
3. DESCRIPTION OF THE API SERVICES
3.1 Description. The API Services provide programmatic access to podcast analytics, insights, metadata, transcripts, audio clips, and full episode audio derived from publicly available podcast episodes. Particle ingests and processes podcast content from publicly available sources using artificial intelligence, natural language processing, and other technologies.
3.2 Service Changes. Particle may modify, update, or discontinue any feature or functionality of the API Services at any time, including the addition or removal of Content Sources, changes to Clip duration or availability, and updates to Transcript generation methods. Particle will use commercially reasonable efforts to provide advance notice of material changes but is not obligated to do so.
4. LICENSE AND USE RIGHTS
4.1 License Grant. Subject to your compliance with these API Terms and payment of all applicable Fees, Particle grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) access the API Services using your API Keys; (b) integrate the API Services into your Customer Applications; and (c) display API Output to end users of your Customer Applications, solely in accordance with these API Terms. For the avoidance of doubt, Customer Applications include internal tools, dashboards, analytics platforms, and systems used for your own business purposes, and end users include your employees, authorized contractors, and, where you operate a business-to-business service, your own customers and their authorized personnel.
4.2 Termination of License. The license granted in Section 4.1 terminates automatically upon termination or expiration of these API Terms.
5. ATTRIBUTION
5.1 Attribution Requirements. You must display all attribution information included in the API Output in a manner that is clearly visible to end users of your Customer Application. You may not remove, obscure, or modify any attribution information. In addition, when Clips, Transcripts, or other Derived Content are displayed or made available to individuals outside of your internal organization, you must include the following clear and conspicuous attribution for each item displayed within your Customer Application, where such information is included in the API Output:
(a) Source Identity: the podcast series name, episode title, and the name of the podcast creator or host;
(b) Direct Link: a functional hyperlink to the original episode on its native platform, where such link is provided in the API Output; and
(c) AI Disclosure: a visible notice stating: "This [Clip/Transcript] was generated by Particle's automated systems"; provided that this AI Disclosure requirement does not apply to audio content delivered through Particle-provided embed functionality that includes Particle branding and source attribution.
5.2 Non-Compliance and Enforcement. Particle reserves the right, upon reasonable advance notice, to audit your Customer Application for compliance with the attribution requirements set forth in Section 5.1. If Particle identifies a deficiency, you will have three (3) business days to cure the non-compliance following written notice from Particle.
5.3 Suspension of Access. Failure to provide required attribution or to include the mandatory AI Disclosure notice constitutes a material breach of these API Terms. Particle may, at its sole discretion, suspend or terminate your API Keys without further notice or liability if you fail to cure any attribution deficiency within the cure period specified in Section 5.2.
6. RESTRICTIONS
6.1 General Restrictions. You will not, and will not permit any third party to:
(a) use the API Services or API Output to train, fine-tune, or otherwise develop any machine learning model, artificial intelligence system, or similar technology;
(b) redistribute, resell, sublicense, or otherwise make API Output available to third parties outside of your Customer Application, including through any secondary API, data feed, or syndication service;
(c) use API Output as a substitute for, or in a manner that reduces the need for end users to access, the original source content;
(d) remove, alter, or obscure any copyright notices, trademarks, attribution, or proprietary markings included in or accompanying the API Output;
(e) use the API Services in any manner that violates applicable law, including intellectual property laws, privacy laws, or regulations governing the content accessible through the API Services;
(f) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, or data models underlying the API Services;
(g) use the API Services for any competitive intelligence purpose or to build a product or service that competes with the API Services;
(h) exceed any rate limits, usage quotas, or technical restrictions imposed by Particle;
(i) use the API Services in any manner that could damage, disable, overburden, or impair the API Services or interfere with any other party's use of the API Services;
(j) use API Output in connection with any unlawful, defamatory, harassing, fraudulent, or otherwise objectionable activity; or
(k) knowingly permit any individual under the age of thirteen (13), or under the minimum age of digital consent in the applicable jurisdiction, to access API Output through your Customer Application. You are solely responsible for implementing age-gating or other measures necessary to comply with the Children's Online Privacy Protection Act (COPPA), the General Data Protection Regulation (GDPR), and any other applicable law governing the collection of personal information from minors.
6.2 Purpose of Clips and Transcripts. Clips and Transcripts are provided for purposes of commentary, criticism, research, news reporting, and informational use. Clips are designed to provide a brief, representative excerpt of a podcast episode and are not intended to serve as a substitute for the full episode.
6.3 Clip Restrictions. You will not use or display Clips:
(a) as a substitute for listening to the full podcast episode from which the Clip was derived;
(b) in a manner that suggests endorsement by or affiliation with the podcast creator, host, or Content Source;
(c) in compilations, playlists, or sequential arrangements that replicate a substantial portion of any single podcast episode or series;
(d) for commercial advertising or promotional purposes unrelated to your Customer Application; or
(e) in any manner that is likely to compete with or diminish the market for the original podcast episode.
6.4 Transcript Limitations. You acknowledge that Transcripts are generated by automated speech-to-text systems and may contain errors, omissions, or inaccuracies. You will not represent Transcripts as verbatim or authoritative records of the underlying audio content. If you display Transcripts within your Customer Application, you must include a conspicuous notice indicating that the transcript was machine-generated and may contain errors.
6.5 Full Episode Audio Restrictions. You will not use or display Full Episode Audio:
(a) to operate a primary or standalone podcast listening service or media player that competes with or serves as a substitute for the Content Source's own distribution channels;
(b) in compilations, playlists, or sequential arrangements of multiple full episodes designed to replicate a podcast series or feed;
(c) for commercial advertising or promotional purposes unrelated to your Customer Application;
(d) in any manner that Particle reasonably determines may expose Particle to material claims from Content Sources or other rights holders, as notified by Particle to you in writing; or
(e) play, stream, or otherwise make Full Episode Audio available to end users of your Customer Application other than by reference to the Source Audio URL. Full Episode Audio made available to end users must be retrieved from the Source Audio URL at the time of each request and may not be served from cache or from any copy stored by you.
6.6 Particle Audio URL. Notwithstanding Section 6.5(e), you may access the Particle Audio URL solely for internal processing within your Customer Application, including transcript alignment and clip generation. You will use the Particle Audio URL, and not the Source Audio URL, for all such internal processing. You may store Full Episode Audio retrieved from the Particle Audio URL only for the duration necessary to perform such processing, and will delete it promptly upon completion.
6.7 No Downloading or Harvesting. You will not, and will not permit end users of your Customer Application to: (a) download, save, or locally store Clips, Transcripts, or other API Output outside of reasonable caching necessary for real-time display or operational functionality, or store Full Episode Audio other than as permitted under Section 6.6; (b) systematically harvest, scrape, or collect Clips, Full Episode Audio, Transcripts, or other Derived Content; or (c) use automated means, including bots, crawlers, or scripts, to access or extract API Output in bulk; provided, however, that this Section 6.7(c) does not prohibit your use of AI agents, automated systems, or programmatic workflows to access the API Services in accordance with Section 6.8.
6.8 AI Agent and Automated System Use.
(a) Permitted Use. Subject to your compliance with these API Terms, you may integrate the API Services with AI agents, automated systems, and programmatic workflows for purposes of analytics, insights generation, content discovery, summarization, and similar functionality within your Customer Application.
(b) Applicable Restrictions. All AI agent and automated system activity is subject to: (i) all use restrictions set forth in these API Terms, including the restrictions in Section 6.1; (ii) all applicable rate limits, usage quotas, and technical restrictions, with AI agent requests counted against your allocated limits; (iii) the attribution requirements in Section 5; (iv) the prohibition on machine learning training in Section 6.1(a); and (v) the restrictions on downloading, storage, and harvesting in Section 6.7. AI agents may retain Derived Content in session context or short-term memory as reasonably necessary for real-time processing, but may not persistently store Derived Content beyond the operational requirements of the immediate session.
(c) Customer Responsibility. You are solely responsible for all activity conducted by or through your AI agents and automated systems, including any access to or use of the API Services and any violations of these API Terms resulting from such activity. You will implement and maintain reasonable technical and operational safeguards to prevent AI agents from circumventing, exceeding, or otherwise violating the use restrictions, rate limits, and other requirements of these API Terms.
(d) Suspension. Particle may, in its sole discretion and without liability, immediately suspend or terminate your access to the API Services if Particle reasonably believes that your AI agent or automated system activity: (i) violates or is likely to violate these API Terms; (ii) is designed or operated to circumvent rate limits, usage quotas, or other technical restrictions; (iii) poses a risk to the security, integrity, or availability of the API Services; or (iv) adversely impacts other customers' use of the API Services.
(e) No Warranty. Particle makes no representation or warranty regarding the suitability, reliability, or performance of the API Services for AI agent integration or automated system use. You assume all risk associated with such integration.
6.9 Commercial Use. You will not use the API Services for any commercial purpose unless you are subscribed to the Growth, Business, or Enterprise plan.
7. FEES AND PAYMENT
7.1 Pricing. You will pay Particle for your use of the API Services in accordance with one of the following pricing models, as selected by you during registration or as otherwise agreed in writing between the parties: (a) pay-as-you-go, whereby you pay on a per-request basis at the rates published on Particle's API pricing page; or (b) subscription, whereby you pay a fixed monthly fee plus overage fees on a per-request basis, each as set forth on Particle's API pricing page (collectively, the "Fees"). Particle reserves the right to increase the Fees upon thirty (30) days' prior written notice. Continued use of the API Services following the effective date of a Fee increase constitutes your acceptance of the new Fees.
7.2 Billing. Fees for the API Services will be billed as follows: (a) for pay-as-you-go customers, Particle will charge your payment method on file upon reaching a spend threshold specified by Particle or at the beginning of each calendar month for Fees incurred during the prior period, whichever occurs first; and (b) for subscription customers, Particle will charge the fixed monthly fee at the beginning of each calendar month (or, for the first month of service, on the date of sign-up, pro-rated for the number of days remaining in such month), and any overage fees will be charged upon reaching a spend threshold specified by Particle or at the beginning of each calendar month for overage fees incurred during the prior period, whichever occurs first. All Fees are non-refundable, and fixed monthly fees are non-refundable even if you terminate prior to the end of a billing period, except as expressly set forth herein.
7.3 Taxes. All Fees are exclusive of taxes. You are responsible for all applicable sales, use, value-added, and other taxes, duties, and government assessments, excluding taxes based solely on Particle's net income.
7.4 Late Payment. Overdue amounts will accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. If any amount is more than thirty (30) days overdue, Particle may suspend your access to the API Services upon ten (10) days' written notice.
8. INTELLECTUAL PROPERTY
8.1 Particle IP. As between you and Particle, Particle and its licensors retain all right, title, and interest in and to the API Services, the API Output (excluding any underlying Source Content contained therein), and all related technology, documentation, and intellectual property. Nothing in these API Terms transfers any ownership of Particle's intellectual property to you.
8.2 Source Content. The API Output may contain Source Content, including Full Episode Audio. You acknowledge that: (a) Particle does not own or control the underlying Source Content; (b) making Source Content available through the API Services does not constitute a grant of any intellectual property rights in such content; and (c) your access to and use of Source Content through the API Services is at your sole risk. You are solely responsible for evaluating the legal basis for your use of Source Content and for obtaining any rights or licenses that may be required from applicable Content Sources or other rights holders.
8.3 Customer IP. As between you and Particle, you retain all right, title, and interest in and to your Customer Applications (excluding the API Services and API Output incorporated therein).
8.4 Feedback. If you provide Particle with any suggestions, ideas, or feedback regarding the API Services ("Feedback"), you grant Particle a non-exclusive, perpetual, irrevocable, worldwide, royalty-free, fully sublicensable license to use, reproduce, modify, and incorporate such Feedback into Particle's products and services without restriction or obligation.
8.5 Usage Data. Particle may collect and use aggregated, de-identified data regarding your use of the API Services ("Usage Data"), including request volumes, response times, error rates, and feature utilization. Particle owns all Usage Data and may use it for any lawful business purpose, including improving the API Services.
9. CONTENT SOURCES AND FAIR USE
9.1 Content Sources and Fair Use. You acknowledge that: (a) Particle may not hold licenses from Content Sources for the Source Content accessible through the API Services; (b) Particle accesses and processes Source Content from publicly available sources; and (c) Particle's ability to make such content available through the API Services is based on Particle's own assessment of its rights, including under the fair use doctrine and other applicable legal principles, which assessment may not be shared by the owners of the underlying Source Content.
9.2 No Legal Advice. Particle's decision to make Source Content available through the API Services does not constitute legal advice, a legal opinion, or a representation that such content may be freely used by you for any purpose.
9.3 No Control or Endorsement. Particle does not control, sponsor, or assume responsibility for any Source Content created by Content Sources. The views, opinions, and statements expressed in Source Content are solely those of the applicable Content Sources and do not reflect the views of Particle. The inclusion of any Source Content in the API Services does not constitute Particle’s endorsement, recommendation, or approval of the content, the Content Source, or any product, service, or opinion referenced therein.
9.4 Defamation Safeguard. You acknowledge that Source Content, Clips, and Transcripts reflect the speech and views of third-party Content Sources. Particle is not the author, speaker, or publisher of the underlying Source Content and assumes no liability for any defamatory, misleading, offensive, or otherwise objectionable statements contained in the Source Content. To the extent Clips or Transcripts present excerpted content that may lack full context, you are responsible for ensuring that the manner in which such content is displayed does not create a false or misleading impression.
10. AI-GENERATED CONTENT
10.1 Automated Generation. You acknowledge that Derived Content, including Clips, Transcripts, summaries, and analytics, may be generated in whole or in part by Particle's automated artificial intelligence systems without human editorial review. The selection, clipping, transcription, and summarization of Source Content may be performed algorithmically. Certain Derived Content, such as metadata, may be sourced or generated without the use of artificial intelligence.
10.2 No Reliance. Derived Content is provided for informational purposes only. You will not, and will ensure that end users of your Customer Application do not, rely on Derived Content as a sole or primary source of information for any purpose where accuracy is material, including financial, legal, medical, or safety-related decisions.
10.3 Recommendation and Personalization. The API Services may employ recommendation algorithms and personalization features that influence which Source Content or Derived Content is surfaced in response to API requests. Particle does not guarantee that such recommendations are neutral, comprehensive, or free from bias.
11. DISCLAIMERS
11.1 As-Is Basis. THE API SERVICES AND ALL API OUTPUT ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. PARTICLE DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
11.2 No IP Warranty. WITHOUT LIMITING THE FOREGOING, PARTICLE DOES NOT REPRESENT OR WARRANT THAT: (A) THE API OUTPUT DOES NOT INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS, PRIVACY RIGHTS, PUBLICITY RIGHTS, OR OTHER PROPRIETARY RIGHTS; (B) YOUR USE OR DISPLAY OF API OUTPUT WITHIN YOUR CUSTOMER APPLICATION WILL NOT GIVE RISE TO ANY THIRD-PARTY CLAIMS; OR (C) THE SOURCE CONTENT INCLUDED IN THE API OUTPUT IS LICENSED OR AUTHORIZED FOR YOUR SPECIFIC USE CASE.
11.3 Content Accuracy. PARTICLE DOES NOT WARRANT THE ACCURACY, COMPLETENESS, RELIABILITY, OR TIMELINESS OF ANY API OUTPUT, INCLUDING ANY SUMMARIES, ANALYTICS, OR INSIGHTS GENERATED BY PARTICLE'S AI SYSTEMS. YOU ARE SOLELY RESPONSIBLE FOR EVALUATING THE SUITABILITY AND ACCURACY OF API OUTPUT FOR YOUR PURPOSES.
11.4 Fair Use. CERTAIN API OUTPUT MAY INCLUDE CONTENT THAT PARTICLE ACCESSES AND PROCESSES UNDER THE FAIR USE DOCTRINE OR OTHER LEGAL PRINCIPLES. PARTICLE MAKES NO REPRESENTATION THAT THE FAIR USE DOCTRINE OR ANY OTHER LEGAL DEFENSE WILL PROTECT YOU OR YOUR END USERS FROM CLAIMS BY CONTENT OWNERS. YOUR USE OF SUCH CONTENT IS AT YOUR OWN RISK.
11.5 Additional Acknowledgments. In addition to the disclaimers above, you expressly acknowledge and agree that:
(A) CLIPS MAY PRESENT SOURCE CONTENT OUT OF CONTEXT. PARTICLE MAKES NO WARRANTY THAT CLIPS ACCURATELY REPRESENT THE FULL MEANING, INTENT, OR CONTEXT OF THE ORIGINAL PODCAST EPISODE.
(B) TRANSCRIPTS ARE MACHINE-GENERATED AND MAY CONTAIN ERRORS, INCLUDING MISATTRIBUTED SPEAKERS, INACCURATE WORDS, AND MISSING CONTENT. PARTICLE MAKES NO WARRANTY OF ACCURACY, COMPLETENESS, OR FITNESS FOR ANY PARTICULAR PURPOSE WITH RESPECT TO TRANSCRIPTS.
(C) API OUTPUT MAY BECOME UNAVAILABLE AT ANY TIME DUE TO REMOVAL REQUESTS, LEGAL PROCESS, TECHNICAL ISSUES, OR CONTENT SOURCE CHANGES. PARTICLE HAS NO OBLIGATION TO MAINTAIN THE AVAILABILITY OF ANY SPECIFIC CONTENT.
12. INDEMNIFICATION
12.1 Customer Indemnification of Particle. You will indemnify, defend, and hold harmless Particle and its officers, directors, employees, agents, affiliates, successors, and assigns ("Particle Indemnitees") from and against any and all third-party claims, actions, suits, proceedings, losses, liabilities, damages, costs, and expenses (including reasonable attorneys' fees) ("Claims") arising out of or relating to: (a) your use of the API Services or API Output, including the display of API Output within your Customer Application; (b) your Customer Application, including any claims by end users or third parties related thereto; (c) your breach of these API Terms, including any use restriction or attribution requirement; (d) your violation of any applicable law, regulation, or third-party right; or (e) any activity by your AI agents or automated systems, including the content, outputs, or actions generated by such systems using API Output.
12.2 Content Source Claims. Without limiting Section 12.1, your indemnification obligations extend to Claims brought by Content Sources or other rights holders alleging that your use of Clips, Transcripts, Full Episode Audio, or other API Output infringes copyright, violates publicity or privacy rights, constitutes defamation, or misappropriates any proprietary right, and to Claims arising from any end user’s use of API Output obtained through your Customer Application.
12.3 Attribution Claims. Your indemnification obligations under Sections 12.1 and 12.2 extend to Claims for false endorsement or misattribution arising from your display of Clips, Transcripts, or other API Output without the attribution required under Section 5.1, regardless of whether the failure to attribute was intentional, negligent, or inadvertent.
12.4 Indemnification Procedures. Particle will: (a) promptly notify you of any Claim (provided that any delay will not relieve you of your obligations except to the extent you are materially prejudiced); (b) provide you with reasonable cooperation in the defense of the Claim, at your expense; and (c) grant you sole control of the defense and settlement of the Claim, provided that you will not settle any Claim that imposes any obligation on Particle or admits fault on behalf of Particle without Particle's prior written consent.
12.5 Particle Indemnification. Particle will indemnify, defend, and hold harmless you from and against any Claims to the extent arising from an allegation that the API Services themselves (excluding the API Output and any Source Content) infringe a valid United States patent or copyright of a third party. This indemnification obligation does not apply to Claims arising from: (a) modifications to the API Services made by you or at your direction; (b) your combination of the API Services with any other product, service, or technology not provided by Particle; or (c) your use of the API Services in violation of these API Terms.
13. LIMITATION OF LIABILITY
13.1 Exclusion of Consequential Damages. TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATING TO THESE API TERMS, REGARDLESS OF THE THEORY OF LIABILITY AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
13.2 Liability Cap. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE API TERMS WILL NOT EXCEED THE TOTAL FEES PAID BY YOU TO PARTICLE DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED DOLLARS ($100), WHICHEVER IS GREATER.
13.3 Exceptions. The limitations in Sections 13.1 and 13.2 will not apply to: (a) your indemnification obligations under Section 12; (b) your breach of Section 6 (Restrictions); (c) your payment obligations under Section 7; or (d) either party's liability for fraud or willful misconduct.
13.4 Basis of Bargain. The parties agree that the limitations of liability set forth in this Section 13 are a fundamental element of the basis of the bargain between the parties, and Particle would not provide the API Services without such limitations.
14. DMCA AND COPYRIGHT COMPLIANCE
14.1 Takedown Notices. If Particle receives a notice of claimed copyright infringement under the Digital Millennium Copyright Act (17 U.S.C. § 512) or any equivalent legal process relating to Source Content available through the API Services, Particle may immediately remove or disable access to the affected content without prior notice to you.
14.2 Customer Compliance. Upon receiving notice from Particle that specific content has been removed or disabled, you will promptly remove the affected content from your Customer Application. Your failure to do so within forty-eight (48) hours of notice constitutes a material breach of these API Terms.
14.3 Counter-Notices. You may not submit counter-notices on behalf of Particle in response to DMCA takedown notices. If you believe that content was removed in error, you may notify Particle in writing, and Particle will evaluate the matter in its sole discretion.
14.4 Repeat Infringer Policy. Particle maintains a policy of terminating the API access of any customer who is determined, in Particle's sole discretion, to be a repeat infringer of third-party copyrights or other intellectual property rights. Two or more valid takedown notices relating to content displayed by you, regardless of whether the underlying claim is ultimately resolved in your favor, may result in immediate termination of your access to the API Services.
15. TERM AND TERMINATION
15.1 Term. These API Terms are effective as of the date you first accept them or access the API Services and will continue until terminated in accordance with this Section 15.
15.2 Termination for Convenience. Either party may terminate these API Terms at any time upon thirty (30) days' prior written notice to the other party.
15.3 Termination for Cause. Either party may terminate these API Terms immediately upon written notice if the other party: (a) materially breaches these API Terms and fails to cure such breach within fifteen (15) days after receiving written notice thereof; or (b) becomes the subject of a bankruptcy, insolvency, receivership, or similar proceeding.
15.4 Suspension. Particle may immediately suspend your access to the API Services, without liability, if Particle reasonably believes that: (a) your use of the API Services poses a security risk or may adversely impact the API Services or other customers; (b) your use may subject Particle to liability; (c) you are in breach of these API Terms; or (d) your account is more than thirty (30) days overdue.
15.5 Effect of Termination. Upon termination: (a) all licenses granted under these API Terms will immediately terminate; (b) you will immediately cease all use of the API Services and delete all API Keys; and (c) each party will return or destroy all Confidential Information of the other party.
15.6 Deletion of API Output. Upon the expiration or termination of these API Terms for any reason, you will, using commercially reasonable efforts, promptly delete or destroy all API Output from all active production systems, databases, applications, and storage environments under your control or operated on your behalf. You will complete such deletion within thirty (30) days following the effective date of termination.
15.7 Backup Carve-Out. Notwithstanding Section 15.6, you will not be required to delete Derived Content that has been automatically retained in your standard electronic backup or disaster recovery systems, provided that: (a) all such retained data remains subject to the confidentiality obligations and use restrictions set forth in these API Terms, which obligations survive termination; (b) you will not restore such data to any production environment or otherwise access, use, process, or disclose such data for any purpose following termination; and (c) you will ensure that such data is permanently deleted in accordance with your standard backup retention and purge cycle, and in no event later than twelve (12) months following the effective date of termination.
15.8 Prohibition on Post-Termination Use. Following the expiration or termination of these API Terms, you will not access, use, reproduce, distribute, display, or otherwise exploit any API Output for any purpose, including in connection with any successor product, service, or application.
15.9 Certificate of Destruction. Upon Particle's written request, you will, within thirty (30) days of such request, deliver to Particle a written certificate executed by a senior officer confirming that you have complied with your deletion and destruction obligations under this Section 15, including a description of the deletion method employed and, where applicable, the anticipated deletion date for any data retained pursuant to the backup carve-out in Section 15.7.
15.10 Regulatory Retention Exception. Notwithstanding the foregoing, you may retain Derived Content to the extent, and solely to the extent, required by applicable law, regulation, or binding order of a governmental authority. Any such retention must be limited to the minimum amount of data and the minimum duration required by the applicable legal obligation. You will notify Particle in writing within ten (10) days of identifying any such legal obligation, specifying the nature of the requirement and the data subject to retention, and will delete the retained data promptly upon satisfaction of such legal obligation. All data retained pursuant to this Section 15.10 remains subject to the use restrictions and confidentiality obligations of these API Terms.
15.11 Outstanding Fees. Termination will not relieve you of the obligation to pay any Fees accrued prior to the effective date of termination.
15.12 Survival. Sections 1.5, 6, 8, 9, 10, 11, 12, 13, 15.5 through 15.12, 16, and 17 survive termination.
16. CONFIDENTIALITY
16.1 Definition. "Confidential Information" means any non-public information disclosed by one party to the other in connection with these API Terms that is designated as confidential or that the receiving party knows or reasonably should know is confidential, including API Keys, pricing, technical specifications, and business plans.
16.2 Obligations. The receiving party will: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to employees, contractors, and agents who have a need to know and are bound by obligations of confidentiality at least as protective as those herein; and (c) not use Confidential Information for any purpose other than performing its obligations or exercising its rights under these API Terms.
16.3 Exceptions. Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was already known to the receiving party without restriction prior to disclosure; (c) is independently developed by the receiving party without use of or reference to the Confidential Information; or (d) is disclosed pursuant to a valid court order or legal requirement, provided the receiving party gives prompt notice and cooperates with any effort to obtain protective treatment.
17. GENERAL PROVISIONS
17.1 Governing Law. These API Terms will be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of laws provisions.
17.2 Dispute Resolution. Any dispute arising out of or relating to these API Terms will be resolved exclusively in the state or federal courts located in San Francisco, California, and each party consents to the personal jurisdiction and venue of such courts.
17.3 Assignment. You may not assign or transfer these API Terms, or any rights or obligations hereunder, without Particle's prior written consent. Particle may freely assign these API Terms. Any attempted assignment in violation of this section is void.
17.4 Force Majeure. Neither party will be liable for any delay or failure to perform resulting from causes outside its reasonable control, including acts of God, war, terrorism, pandemic, labor disputes, government actions, or internet or infrastructure failures.
17.5 Notices. All notices under these API Terms must be in writing and delivered by email or nationally recognized overnight courier. Notices to Particle must be sent to: Mina Labs, Inc., 454 Las Gallinas Ave #3093, San Rafael, CA 94903, with a copy to api@particle.pro. Notices to you will be sent to the email address associated with your API Account.
17.6 Amendments. Particle may update these API Terms from time to time. Particle will provide you with at least thirty (30) days' prior written notice of any material changes. Your continued use of the API Services following the effective date of any update constitutes your acceptance of the revised terms. If you do not agree to the updated terms, you must stop using the API Services.
17.7 Severability. If any provision of these API Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions will continue in full force and effect.
17.8 Entire Agreement. These API Terms constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous understandings regarding such subject matter.
17.9 Waiver. No waiver of any provision of these API Terms will be effective unless in writing and signed by the waiving party.
17.10 Independent Contractors. The parties are independent contractors. Neither party is an employee, agent, or legal representative of the other for any purpose.
17.11 Privacy. Particle’s collection and use of personal information in connection with the API is described in the Particle API Privacy Policy available at particle.pro/legal/privacy-services. Particle’s collection and use of personal information when you register for, manage, or pay for an API account through the Platform is described in the Particle Websites and Radar Privacy Policy available at particle.pro/legal/privacy-website. By using the API Services, you acknowledge that you have read and understand these privacy policies.
17.12 Export Controls and Sanctions. You represent and warrant that: (a) you are not located in, organized under the laws of, or a resident of any country or territory subject to comprehensive U.S. economic sanctions (currently Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine); (b) you are not, and no person or entity that owns or controls you is, identified on any U.S. government restricted party list, including the Specially Designated Nationals and Blocked Persons List maintained by the Office of Foreign Assets Control, the Denied Persons List or Entity List maintained by the Bureau of Industry and Security, or any similar list maintained by any other applicable governmental authority; (c) you will not directly or indirectly export, re-export, or transfer API Output or any technical data received through the API Services to any embargoed jurisdiction or restricted party; and (d) you will not use the API Services or API Output in connection with any end-use prohibited by applicable U.S. export control laws, including the development, design, manufacture, or production of nuclear, chemical, or biological weapons, or missile technology.
17.13 Interpretation. As used in these API Terms: (a) "including" means "including without limitation"; (b) headings are for convenience only and do not affect interpretation; and (c) unless the context requires otherwise, "days" means calendar days.