Terms of Service

These Terms of Service ("Terms") govern subscription to and use of SearchAF, Antfly's APIs and other services for businesses and developers.

By accessing or using Antfly's Websites and Services, you accept or agree to these Terms. If you are entering into or accepting these Terms on behalf of a legal entity, you represent and warrant that you have the right, authority and capacity to bind such entity and its affiliates to these Terms.

1. Agreement

These Terms of Service are made by and between the party on whose behalf they are accepted ("Subscriber") and Antfly and are effective as of the date they are accepted by Subscriber. "Antfly" means Antfly, Inc., a Delaware corporation with a mailing address at 1355 NW Everett St Suite 100, Portland, OR 97209, United States.

The complete subscription agreement including these Terms (the "Agreement") is made for the purpose of granting Subscriber a limited subscription to use Antfly's hosted search, support, or other services (the "Services").

2. Free Services

Antfly may offer free or trial versions of the Services ("Free Services") from time to time. If Subscriber registers at Antfly's websites for Free Services, Antfly will make such Free Services available to Subscriber free of charge until the earlier of (a) the start date of any paid subscription for a paid version of such Free Services, if applicable, or (b) termination of the Free Services by Antfly at its sole discretion.

ALL FREE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND. FREE SERVICES MAY BE SUSPENDED, TERMINATED, MODIFIED, OR DISCONTINUED (IN WHOLE OR IN PART) AT ANY TIME AND FOR ANY REASON (OR NO REASON).

3. Antfly's Obligations

3.1 Services

Antfly will make the Services available to Subscriber according to one or more online or written ordering documents (each a "Service Order").

3.2 Compliance with Laws

Antfly will comply with all laws and governmental regulations applicable to the provision of the Services to Subscriber.

3.3 Documentation

Antfly will make online documentation available at https://www.searchaf.com/docs or https://www.docs.antfly.io (the "Documentation") that describe software, APIs and other services made accessible as part of the Services and usage guides for the Services.

3.4 Subscriber Data

Antfly will store, process, transmit and disclose electronic data and configurations submitted to the Services at the direction of or on behalf of Subscriber ("Subscriber Data") according to the Agreement and the Documentation.

3.5 Security

Antfly will maintain administrative, physical, and technical safeguards for the security and integrity of the Services consistent with industry standard practices.

4. Subscriber's Obligations

4.1 Subscriber Data

As between Antfly and Subscriber, Subscriber is responsible for Subscriber Data and the provision of Subscriber Data to the Services according to the Agreement.

4.2 Responsibilities

Subscriber:

• Shall comply with the Antfly Acceptable Use Policy;
• Shall use the Services in accordance with the Agreement and Documentation;
• Shall be responsible for using commercially reasonable efforts to prevent unauthorized access to or use of the Services;
• Shall promptly notify Antfly of any unauthorized access or use of the Services;
• Shall not use the Services to store, transmit or display data for fraudulent purposes or in violation of applicable laws;
• Shall not interfere with or disrupt the integrity or performance of the Services;
• Shall not attempt to gain unauthorized access to any of Antfly's datacenters, systems or networks;
• Shall not sell, resell, license, sublicense, distribute, rent, or lease the Services except as integrated with its own offerings that provide additional functionality;
• Shall not copy, modify or create a derivative work of the Services or any part, feature, function, or user interface thereof;
• Shall not access the Services or use the Documentation to develop a competitive product or service;
• Shall not reverse engineer, decompile, translate, disassemble or otherwise attempt to extract any or all of the source code of the Services.

5. Term and Termination

5.1 Term

These Terms are effective during the term of any Service Order that incorporates the Agreement. Service Orders shall renew for successive terms, unless either party gives the other at least thirty (30) days' notice of nonrenewal.

5.2 Termination for Cause

Subscriber or Antfly may terminate the entire Agreement for cause upon 30 days' written notice to the other of a material breach if the breach remains uncured at the expiration of the notice period.

6. Beta Services

From time to time, Antfly may offer services identified as beta, pilot, developer preview, non-production, or evaluation ("Beta Services"). Beta Services are provided only for evaluation purposes and may not be relied on for production use.

ALL BETA SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND. BETA SERVICES MAY BE TERMINATED AT ANY TIME.

7. Fees and Payment

7.1 Fees

Subscriber will pay all fees specified in Service Orders and provide accurate and updated billing contact information. All fees payable under the Agreement shall be made in U.S. Dollars. Fees paid are not refundable.

7.2 Invoicing Terms

Antfly will invoice Subscriber either monthly or according to the billing frequency stated in the Service Order. Invoices to be paid by credit card are due on the invoice date, all other invoices are due net 30 days from the invoice date.

7.3 Taxes

Fees for Services do not include any taxes, levies, duties, or similar governmental assessments. Subscriber is responsible for paying all Taxes associated with its Service Orders.

8. Confidentiality

"Confidential Information" means all information disclosed by a party to the other party that is designated as confidential or should be understood to be confidential. Each party shall safeguard all Confidential Information of the other party with at least the same degree of care as it uses to safeguard its own confidential information.

9. Licenses and Proprietary Rights

9.1 Subscriber Data

Subscriber hereby grants Antfly and its Affiliates a worldwide, nonexclusive, revocable, transferable, sublicensable, royalty-free and limited license to use, store, copy, modify, transmit, display, reproduce, and create derivative works of Subscriber Data as necessary in order for Antfly to provide the Services.

9.2 Antfly Software

Antfly grants Subscriber a limited non-exclusive, non-transferable, non-sublicensable license to use Antfly Software solely in connection with the subscribed Services.

9.3 Proprietary Rights

The Services, Antfly Software and the Documentation are the proprietary information of Antfly. Subject to the limited rights expressly granted in the Agreement, Antfly and Antfly's licensors reserve all right, title, and interest in and to the Services, Antfly Software and the Documentation.

10. Limitation of Liability

IN NO EVENT WILL A PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT EXCEED THE TOTAL AMOUNT ACTUALLY PAID BY SUBSCRIBER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE.

11. Exclusion of Consequential and Related Damages

IN NO EVENT WILL A PARTY HAVE ANY LIABILITY TO ANY OTHER PARTY FOR ANY LOST PROFITS, LOST OPPORTUNITIES, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.

12. Warranties

12.1 Services Warranty

Antfly warrants that during the term of each Service Order: (a) the Services will perform materially in accordance with the applicable Documentation, (b) the Services will be provided in accordance with the applicable service level agreement, and (c) the overall effectiveness of the Security Measures will not be decreased.

12.2 Disclaimers

EXCEPT AS EXPRESSLY PROVIDED, NEITHER PARTY MAKES ANY WARRANTY OR GUARANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

13. Indemnification

13.1 Indemnification by Antfly

Antfly will indemnify and defend Subscriber against any and all third party claims based on a claim that the Services infringe or misappropriate the third party's intellectual property rights, provided Subscriber promptly gives Antfly written notice and gives Antfly sole control of the defense and settlement.

13.2 Indemnification by Subscriber

Subscriber will indemnify and defend Antfly against any and all third party claims arising out of or in connection with Subscriber Data, or Subscriber's use of the Services in breach of the Agreement.

14. Privacy Policy

Antfly will process personal information in accordance with its privacy policy available at /privacy.

15. Assignment

Neither party may assign any of its rights or obligations under the Agreement, whether by operation of law or otherwise, without the other party's prior written consent provided, however, either party may assign the Agreement in its entirety to its Affiliate or in connection with a merger, acquisition, or sale of all or substantially all of its assets.

16. Governing Law and Jurisdiction

The Agreement shall be governed by and construed in accordance with the controlling laws of the United States of America and the State of Oregon. The courts within Multnomah County, Oregon shall have exclusive jurisdiction to adjudicate any dispute arising out of the Agreement.

17. Force Majeure

Except for payment obligations, neither party will be liable for failure to perform or inadequate performance to the extent caused by a condition that was beyond the party's reasonable control, including an act of God, natural disaster, act of war or terrorism, riot or civil unrest, labor conditions, governmental action, or disruption of telecommunications.

18. Entire Agreement

The Agreement supersedes all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter. Antfly may modify these Terms from time to time. Any changes will be posted at this page and material changes will become effective thirty (30) days after posting.

Contact

For legal notices or questions about these Terms, contact us at legal@antfly.io or: