Developer Terms of Use

Thanks for your interest in testing out Atomic! These Developer Terms of Use (these “Terms”) are Atomic’s rules for our sandbox and development environments.

By clicking “I agree” (or a similar checkbox or button) or accessing or using the Services, you indicate your assent to be bound by these Terms. If you do not agree to these Terms, do not use or access the Services. These Terms contain mandatory arbitration provisions that require the use of arbitration to resolve disputes. Please read them carefully.

These Terms are between Atomic FI, Inc., a Delaware corporation (“Atomic”), and the entity or person accessing or using Atomic’s development or sandbox environment (“Client”) (each a “Party” and collectively the “Parties”). If you are accessing or using the Atomic development or sandbox environment on behalf of another entity, then that entity is the Client. Atomic may modify these Terms from time to time in accordance with Section 15 (Modifications) below.

1. Access Rights; Restrictions

1.1. Access Rights

Subject to these Terms, Atomic authorizes Client, on a non-exclusive, non-transferable basis, during the Term (as defined in Section 4.1) and within the United States (the “Territory”): to (i) use any documentation (including any application programming interfaces (“API”) or documentation regarding the same) that Atomic furnishes to Client to assist in the integration or use of the Services (the “Documentation”) solely as necessary to integrate Client’s systems with the Services in compliance with that Documentation, and (ii) access and use the Services as made available by Atomic to Client through the Atomic-furnished interface(s) solely for internal evaluation of the Services, in each case solely for internal evaluation of the Services and in accordance with these Terms. Atomic will not deliver any software or any tangible materials to the Client. “Services” means the cloud-based services that facilitate Atomic-Powered Operations, and associated Client- and/or End User-facing interface(s), that are hosted or otherwise provided by or on behalf of Atomic for Client and/or its End Users (as defined in Section 1.2(a)).

1.2. Client Obligations

In addition to Client’s obligations under other provisions in these Terms, Client shall:

(a) use the Services solely for internal evaluation of the provision, receipt, or administration of income and/or employment-related verification, direct-deposit disbursement switching, and/or monitoring of either that is associated with the Client Services (as defined in Section 1.2(b)) and facilitated by the Services (“Atomic-Powered Operations”) for Client Services accountholders or other end-users (“End Users”) in the Territory;

(b) operate the services that Client offers to its End Users in the ordinary course of its business (“Client Services”) and interact with End Users in compliance with all applicable laws and regulations governing such Client Services or Client’s activities under these Terms;

(c) prevent unauthorized access to and use of the Services, promptly notify Atomic and take all appropriate corrective steps upon the Client’s awareness of any such unauthorized access or use, and be responsible for any activity (whether or not authorized) that occurs under Client’s account or through its integration with the Services; and

(d) comply with all applicable local, state, and federal laws while using the Services and in all transactions and dealings with End Users.

1.3. Prohibitions

Client shall not:

(a) except as may be allowed by any applicable law which is incapable of exclusion by agreement between the Parties, and except to the extent expressly permitted under these Terms: (i) copy, modify, duplicate, create derivative works from, frame, mirror, republish, download, display, transmit, or distribute all or any portion of the Services and/or Documentation (as applicable) in any form or media or by any means; (ii) reverse-engineer the Services; (iii) attempt to do any of the foregoing; or (iv) assist, direct, or authorize any third party to do any of the foregoing;

(b) access all or any part of the Services or Documentation in order to build a product or service which competes with the Services and/or the Documentation;

(c) use the Services and/or Documentation to provide services to third parties, except to End Users in compliance with Section 2, or for any unlawful purpose;

(d) license, sell, rent, lease, transfer, assign, distribute, display, disclose, commercially exploit, or otherwise make available the Services and/or Documentation to any third party;

(e) attempt to circumvent any security or authentication measures for the Services, or to obtain, or assist third parties in obtaining, access to the Services and/or Documentation other than as provided by Atomic under these Terms.

1.4. Development Accounts

Atomic may offer free sandbox or development accounts for the Services ("Development Accounts"). Client may use Development Accounts solely for internal evaluation of the Services to determine whether to enter into a paid commercial relationship with Atomic, and not for production access or any other purpose. In using Development Accounts, Client must comply with Atomic's relevant documentation, policies, and instructions, including as related to the data types and use cases eligible for Development Accounts. Atomic may make available different types of Development Accounts, and each Development Account may have limited functionality and other usage limits. Atomic may modify or disable Development Accounts (and delete related data submitted by Client or provided by Atomic) without notice or liability to Client. Atomic has no support obligations for Development Accounts. Development Accounts remain subject to the terms and conditions of the rest of the Terms except as they conflict with this Section 1.4.

2. End User Terms

2.1. User Agreement

Client acknowledges that Atomic will require End Users to acknowledge or agree to means Atomic’s applicable end-user agreement or terms of service in connection with the use of the Services or associated Atomic-Powered Operations (the “User Agreement”), and that Client may not provide, receive, or perform any Atomic-Powered Operations for any End User unless the End User has accepted such User Agreement.

2.2. Enforcement and Suspension

Client will promptly notify Atomic of any suspected improper or unauthorized accessing or use of the Services and will reasonably cooperate with Atomic’s efforts to enforce the terms of the User Agreement. Atomic reserves the right to suspend or terminate the Services at any time as to any particular End User where Atomic reasonably believes such End User’s continued access to or use of the Services would violate a User Agreement or otherwise threaten the security or integrity of the Services or the legal rights of Atomic or any third party.

2.3. User Data

Client will maintain and abide by commercially reasonable and legally sufficient privacy policies in connection with its provision of Client Services and use of the Services in connection therewith. Client is responsible for ensuring that any and all necessary permissions or consents have been obtained for Client to gather and/or transmit to or through the Services, and for the Services to process, data in connection with any Atomic-Powered Operations or other use of the Services.

3. Ownership

3.1. Client Property

Client retains any ownership rights it may have with respect to any specific data and other information made available by or for Client to Atomic through the use of the Services under these Terms (“Client Data”). Client agrees that Atomic may use such Client Data, and information derived from or based on that data, to operate the Services under these Terms. Atomic will not disclose Client Data to any third party except with Client’s written permission or as required by law. Atomic may, however, aggregate and/or anonymize Client Data, such that it does not identify such End User or Client and use such aggregated or anonymized data in connection with Atomic’s products, services and technologies at any time during or after the Term. To the extent the Client provides Atomic with any feedback relating to the Services (including, without limitation, feedback related to usability, performance, interactivity, bug reports and test results), Atomic will own all right, title and interest in and to such feedback (and the Client hereby makes all assignments necessary to achieve such ownership).

3.2. Atomic Property

Atomic and its third-party suppliers or licensors, if any, retain ownership of all intellectual property rights (including rights in software, inventions, patents, copyrights, design rights, database rights, trademarks and trade names, domain names, service marks, trade secrets, know-how and other intellectual property rights (whether registered or unregistered) and all applications and registrations for and extensions and renewals of such rights or any of them, anywhere in the world) in and relating to the “Atomic Technologies” (meaning the Services, Documentation and any related services provided by Atomic to Client under these Terms), including any Atomic trademarks, trade names, logos and/or slogans used therein, and any other software, systems, data and other intellectual property used by Atomic to provide the Atomic Technologies. Except for the limited rights expressly granted to Client in Section 1.1, Client and End Users acquire no rights, express or implied, in the Atomic Technologies or the underlying software, systems, data or other intellectual property used by Atomic in connection with providing the Atomic Technologies. Without limiting the foregoing, Atomic will own, free from restrictions, any analytics and other statistical, aggregated, and/or anonymized data that it collects, derives or generates in connection with providing or operating the Atomic Technologies.

4. Term and Termination

4.1. Term and Renewal

The term of these Terms shall begin on the Effective Date and shall continue in effect unless terminated earlier as provided below (the “Term”).

4.2. Termination

Either Party may terminate these Terms if the other Party: (i) is in material default of its obligations hereunder and fails to cure such default within ten (10) days after written notice from the non-defaulting Party. Atomic may terminate these Terms for any reason and without cause upon written notice to Client. In addition, Atomic may immediately suspend the Services in the event it determines or believes that (a) there is unauthorized access to the Services via Client’s account, (b) continued provision of the Services may do material harm to Atomic or its networks or systems or reputation or subject Atomic to liability, or (c) Client materially breached Section 1 of these Terms.

4.3. Effect of Termination

Termination or expiration of these Terms is without prejudice to any other rights or remedies a Party may be entitled to and will not affect any accrued rights or liabilities of either Party, nor the coming into, or continuance in force, of the provisions of all sections of these Terms other than Section 1.1. of these Terms.

5. Confidentiality

5.1. Obligation

The recipient of Confidential Information (as defined below) will: (i) keep such Confidential Information in confidence, using a reasonable standard of care in protecting Confidential Information, which will not be less than the standard of care the recipient uses to protect its own confidential information; (ii) only use Confidential Information to perform its obligations and exercise its rights under these Terms; (iii) not disclose Confidential Information to any third party; and (iv) when requested by the disclosing Party, return or destroy (and certify the same to the disclosing Party) the Confidential Information. This Section 7.1 will not be construed as prohibiting the receiving Party from making any disclosure that is required by law or by a competent court or regulatory body, provided that reasonable advance notice is, to the extent permitted under applicable law, provided to the owner of the Confidential Information. “Confidential Information” means these Terms and all information (howsoever presented, whether in oral, physical or electronic form) which comes into a Party’s possession under or in connection with these Terms that: (i) is of a confidential nature (whether identified as confidential or not); or (ii) is reasonably considered by the disclosing Party to be confidential and is identified as confidential at the time of disclosure to the receiving Party. Confidential Information does not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the disclosing Party, (ii) was known to the receiving Party prior to its disclosure by the disclosing Party without breach of any obligation owed to the disclosing Party, (iii) is received from a third party without knowledge of any breach of any obligation owed to the disclosing Party, or (iv) was independently developed by the receiving Party. Atomic Confidential Information includes any APIs, algorithms, and other non-public technical information that may be included in the Atomic Technologies or otherwise furnished by Atomic. Client Confidential Information includes Client Data.

5.2. Internal Control

Each Party shall limit internal dissemination of the other Party’s Confidential Information to the first Party’s officers, employees, consultants, agents, and legal advisors who need access to such Confidential Information in order to effect the intent of these Terms and who are informed of the obligation to keep such disclosure in confidence. Neither Party shall make any copies of the Confidential Information of the other Party except as appropriate to perform its obligations pursuant to these Terms. Each Party shall reproduce the other Party’s proprietary rights notices on any such copies, in the same manner in which such notices were set forth in or on the original. For the avoidance of doubt either Party may share these Terms with any parties involved in a sale, merger or acquisition of all or substantially all of such Party’s stock or assets.

5.3. Remedies

In the event of any breach or threatened breach by the receiving Party of its obligations under this Section 7, the disclosing Party will be entitled to seek injunctive and other equitable relief to enforce such obligations.

6. No Warranty

ALL CONFIDENTIAL INFORMATION AND SERVICES PROVIDED UNDER THIS POC AMENDMENT ARE PROVIDED “AS IS,” AND “AS AVAILABLE.” THE DISCLOSING PARTY SHALL HAVE NO LIABILITY TO THE RECEIVING PARTY OR ANY OTHER PERSON OR ENTITY FOR ANY RELIANCE UPON THE CONFIDENTIAL INFORMATION BY THE RECEIVING PARTY OR SUCH OTHER PERSON OR ENTITY. NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS, IMPLIED, OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS, OR PERFORMANCE OF ITS CONFIDENTIAL INFORMATION. FURTHER, ATOMIC MAKES NO WARRANTIES WITH RESPECT TO THE SERVICES OR OTHERWISE IN CONNECTION WITH THIS POC AMENDMENT, AND HEREBY DISCLAIMS ANY AND ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, ERROR-FREE OR UNINTERRUPTED OPERATION, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

7. Indemnification

Client shall indemnify, defend, and hold harmless Atomic against any costs, claims, demands, damages and reasonable attorney’s fees arising out of or in connection with a claim by a third party to the extent such claim: (i) pertains to Client’s transactions with End Users; (ii) arises from or relates to Client’s gross negligence or willful misconduct in its performance of these Terms; (iii) caused by Client or Clients personnel actions or inactions in relation to fraudulent activity occurring in the use of the Services; or (iv) results from the Client Services or from Client’s or any End User’s use or misuse of Atomic Technologies.

8. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER ATOMIC NOR ITS AFFILIATES, SUPPLIERS, LICENSORS, OR DISTRIBUTORS WILL BE LIABLE UNDER THESE TERMS FOR ANY: (A) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; (B) LOSS, ERROR, OR INTERRUPTION OF USE OR DATA (IN EACH CASE, WHETHER DIRECT OR INDIRECT); OR (C) COST OF COVER OR LOSS OF BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF ATOMIC KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE. TO THE FULLEST EXTENT PERMITTED BY LAW, ATOMIC’S AGGREGATE LIABILITY IN CONNECTION WITH THESE TERMS WILL NOT EXCEED ONE HUNDRED DOLLARS (US$100.00). THE PARTIES AGREE THAT THE WAIVERS AND LIMITATIONS SPECIFIED IN THIS SECTION 10 APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE AND WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS ARE FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

9. Governing Law; Disputes

These Terms shall be governed by and construed in accordance with the laws of the State of Utah without giving effect to choice of law principles that require the application of the laws of a different jurisdiction. Except for claims for injunctive or equitable relief or claims regarding intellectual property rights (which may be brought in any competent court), any dispute arising under these Terms will be finally settled in accordance with the Comprehensive Arbitration Rules of the Judicial Arbitration and Mediation Service, Inc. (JAMS) by a single arbitrator appointed in accordance with such Rules. The arbitration will take place in New York, New York, California, in the English language and the arbitral decision may be enforced in any court. With respect to all disputes arising in relation to these Terms, but subject to the preceding arbitration provision, the Parties consent to exclusive jurisdiction and venue in the state and Federal courts located in New York, New York.

10. Assignment

Neither Party may assign or otherwise transfer these Terms, in whole or in part, to any third party without the other Party’s prior written consent other than in connection with a merger or reorganization of the assigning Party, or the sale of all or substantially all of such Party’s stock or assets; provided, however, that Atomic may assign these Terms to an affiliate or subsidiary without consent. Any attempted assignment in violation of the foregoing will be void.

11. Notices

All notices, demands or consents required or permitted under these Terms shall be in writing and delivered to the Party to whom the notice is directed at the address set forth above or at such other address as such Party may hereafter designate by written notice to the other Party. Email notice will be permitted by Atomic if sent to the Client’s account email address. Notice shall be considered delivered and effective upon receipt, or upon the following business day if received after 4:00 p.m. local time or on a non-business day.

12. Force Majeure

Neither Party will be responsible for any failure or delay in its performance under these Terms due to events which are beyond its reasonable control, including but not limited to governmental acts, war, riots, civil commotion, fires, explosions, storms, floods, lightning, earthquakes and other natural calamities, and failure or unavailability of public or third-party networks or systems.

13. Publicity

During the term of these Terms, (a) Client agrees to participate in case studies and other similar marketing efforts reasonably requested by Atomic; (b) Atomic may disclose that Client is an Atomic customer to third parties; and (c) Atomic may include on and in Atomic’s website, case studies, marketing materials, and conference presentations and other speaking opportunities, Client’s testimonials and other feedback regarding the Services, name, website URL, use case, and logo and other marks. Upon request from Client, Atomic will promptly stop making the disclosure and use described in the foregoing sentence except to the extent already included in any then-existing materials.

14. Compliance with Law

The Parties will at all times have all permits and licenses required by any governmental unit or agency and will comply with all applicable international, federal, state, regional and local laws and regulations, including United States export laws, anti-bribery laws (including, without limitation, the U.S. Foreign Corrupt Practices Act of 1977), in performing their respective duties hereunder and in any of their dealings with respect to the Atomic Technologies. If these Terms or any transaction or act contemplated herein is legally required to be approved, registered, notified or recorded with or by any government agency in the Territory, Client will assume all such obligations and will indemnify and hold harmless Atomic from any liability or expenses (including reasonable attorneys' fees and costs) from any failure by Client to so comply.

15. Modifications

From time to time, Atomic may modify these Terms. Atomic will use commercially reasonable efforts to notify Client of the modifications and the effective date of such modifications through communications via Client’s account, email, or other means. Client must accept the modifications to continue accessing or using Development Accounts. If Client objects to the modifications, its exclusive remedy is to cease any and all access and use of Development Accounts. Client may be required to click to accept or otherwise agree to the modified Terms in order to continue accessing or using the Services, and in any event continued access or use of the Services after the modified version of these Terms goes into effect will constitute Client’s acceptance of such modified version.

16. Miscellaneous

Atomic is an independent contractor of Client and nothing herein will be deemed to create an employment, joint venture, agency, or partnership relationship between the Parties. Should any part of these Terms be held invalid or unenforceable, that portion will be construed consistent with applicable law and the remaining portions will remain in full force and effect. These Terms constitute the entire and only agreement between Client and Atomic, and supersedes all prior or contemporaneous agreements, written or oral, in relation to the subject matter herein. These Terms may be modified only in writing signed by both Parties. These Terms may be executed and delivered in writing or electronically in any number of counterparts, all of which taken together shall constitute one and the same agreement.