Container API License Agreement
Effective August 2, 2022
THE API AGREEMENT IS MADE BETWEEN THE COMPANY AND THE CUSTOMER, EACH AS DEFINED BELOW, AND TAKES EFFECT WHEN YOU SIGN THE ORDER FORM. BY SIGNING THE ORDER FORM AND THEREBY ACCEPTING THE ORDER FORM AND THE TERMS OF THIS API AGREEMENT, YOU (A) REPRESENT AND ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THE API AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THE API AGREEMENT ON BEHALF OF THE CUSTOMER AND TO BIND THE CUSTOMER; AND (C) ACCEPT THE API AGREEMENT ON BEHALF OF THE CUSTOMER AND AGREE THAT THE CUSTOMER IS LEGALLY BOUND BY ITS TERMS.
1. Definitions. For purposes of the API Agreement, the following terms shall have the following meanings:
"Active Frameworks” means the Frameworks for which the Customer has an active subscription, which consists of the Initial Frameworks as adjusted where the Customer subscribes to additional Frameworks or unsubscribes from Active Frameworks in accordance with section 6.
"API" means the containerized Receptiviti Inc. Platform application programming interface, including all related applications, websites, and services, including without limitation the Company’s technology and application software made available by the Company to the Customer on-premises and any API documentation or other API materials made available by the Company on its website at https://dashboard.receptiviti.com/docs.
"API Agreement" means this container API license agreement together with the Order Form.
"API Key" means the security key the Company makes available for the Customer to access the API.
"Company" means Receptiviti Inc., a Canadian federal corporation.
"Company Marks" means the Company’s proprietary trademarks, trade names, branding, or logos that may be made available for use in connection with the API pursuant to the API Agreement.
"Cure Period" has the meaning set forth in Section 12.
"Customer" means the Person identified in the Order Form as the “Customer”, who is a party to this agreement.
"Customer Applications" means any applications developed by the Customer to interact with the API.
"Effective Date" means the effective date set out in the Order Form.
"Feedback" has the meaning set forth in Section 8.
"Frameworks" means the frameworks for evaluating natural language through the API that may be made available by the Company to the Customer on a subscription basis from time to time. Frameworks consist of a grouping of measures for which Scores may be obtained by the Customer through the API.
"Initial Frameworks” means the Frameworks set out in the Order Form.
"Initial Term" means the initial term set out in the Order Form.
"Monthly Fee" means the monthly fee set out in the Order Form, as adjusted in accordance with section 6 where the Customer subscribes to additional Frameworks or unsubscribes from Active Frameworks.
"Order Form" means the API container order form provided to the Customer by the Company and signed by the Customer.
"Parties" means the Company and the Customer.
"Person" means an individual, corporation, partnership, joint venture, governmental authority, unincorporated organization, trust, association, or other entity.
“Renewal Type” means the renewal type set out in the Order Form.
"Scores” means the numerical outputs generated through the API for one or more measures within a Framework.
"Term" means the Initial Term together with all such additional terms, if any, applicable pursuant to Section 12.
"Update" has the meaning set forth in Section 5.
"Use Case" means the use case set out in the Order Form.
2. License Grant. Subject to and conditioned on the Customer’s compliance with all terms and conditions set forth in the API Agreement, the Company hereby grants the Customer a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the Term and subject to Section 7 to:
(a) use Active Frameworks through the API solely for the Customer’s internal business purposes in developing Customer Applications that will communicate and interoperate with Active Frameworks through the API, and external marketing efforts directly related to such applications, in both cases for use solely in connection with the Use Case; and
(b) display certain Company Marks in compliance with permissions and usage guidelines that the Company may specify from time to time solely in connection with the use of Active Frameworks through the API and Customer Applications, and not in connection with the advertising, promotion, distribution, or sale of any other products or services.
The Customer acknowledges that there are no implied licenses granted under the API Agreement. The Company reserves all rights that are not expressly granted. The Customer may not use the API or any Company Mark for any other purpose without the Company’s prior written consent. The Customer must obtain an API Key, available at https://dashboard.receptiviti.com, to use or access the API. The Customer agrees to provide true, current, accurate, and complete information as requested during the registration process and as requested by the Company from time to time, and agrees to promptly notify the Company of any changes to such information. The Customer may not share the Customer’s API Key with any third party, must keep the Customer’s API Key and all log-in information secure, and must use the API Key as the Customer’s sole means of accessing the API. The Customer agrees to immediately notify the Company of any unauthorized use or access to the Customer’s API Key, or other log-in information or account, if any, and to provide assistance to the Company, as requested, to stop or remedy any breach of security related to the Customer’s API Key, or other log-in information or account, if any.
3. Use Restrictions. The Customer agrees not to use the API for any unlawful or unethical purpose, or in any way that could damage the API, the Company Marks, or the general business of the Company. Without limitation to the previous sentence and except as expressly authorized under the API Agreement, the Customer may not:
(a) copy, modify, or create derivative works of the API, the Scores, or any other output of the API in whole or in part;
(b) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the API, or any output of the API, in whole or in part, except to the sole extent that Customer Applications incorporate or rely upon Active Frameworks through the API in accordance with the API Agreement;
(c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component, algorithm or use of an algorithm, dictionary, or any other proprietary feature of or trade secret related to the API, the Scores, or any other output of the API in whole or in part;
(d) remove any proprietary notices from the API;
(e) use the API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property rights or other right of any person, that violates any applicable law, or that is unethical;
(f) combine or integrate the API, the Scores, or any other output of the API with any software, technology, services, or materials not authorized by the Company;
(g) design or permit Customer Applications to disable, override, or otherwise interfere with any Company-implemented communications to end users, consent screens, user settings, alerts, warnings, or the like;
(h) use the API, any Customer Applications, Scores, or other outputs of the API to replicate or attempt to replace the user experience of the API, the Scores, or any other output of the API, or otherwise deliver a service that is duplicative or a flow-through of the services of the API, the Scores, or any other output of the API or that unreasonably removes a person’s or entity’s need for the API or any Framework;
(i) perform, publish, or retain, or permit the performing, publishing, or retaining of, any benchmark or performance tests or analysis relating to the API, the Scores, or any other output of the API; or
(j) attempt to cloak or conceal the Customer’s identity or the identity of Customer Applications when requesting authorization to use the API.
The Customer shall comply with all terms and conditions of the API Agreement, all applicable laws, rules, and regulations. In addition, the Customer will not use the API in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in spyware, adware, or other malicious programs or code, counterfeit goods, items subject to Canadian embargo, unsolicited mass distribution of email, unconsented-to commercial electronic messages, multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, unethical, or otherwise offensive content, stolen products and items used for theft, hazardous materials, or any otherwise illegal or unethical activities.
4. Customer Applications. The Customer agrees to monitor the use of Customer Applications for any activity that violates applicable laws, rules, and regulations or any terms and conditions of the API Agreement, including any fraudulent, inappropriate, or potentially harmful behaviour, and to promptly restrict any offending users of Customer Applications from further use of Customer Applications. The Customer agrees to provide a resource for users of Customer Applications to report abuse of Customer Applications. As between the Customer and the Company, the Customer is responsible for all acts and omissions of the Customer’s users in connection with Customer Application and their use, if any, of the API, the Scores, or the Frameworks. The Customer agrees that the Customer is solely responsible for posting any privacy notices and obtaining any consents from Customer’s users required under applicable laws, rules, and regulations for their use of Customer Applications. All use by the Customer of the Company Marks, if any, must comply with any permissions or usage guidelines that the Company may specify from time to time. The Customer agrees that the Customer’s use of the Company Marks in connection with the API Agreement will not create any right, title, or interest in or to the Company Marks in favour of the Customer, and all goodwill associated with the use of the Company Marks will inure to the benefit of the Company.
5. No Support; Updates. The API Agreement does not entitle the Customer to any support for the API or relating to the Frameworks and Scores, though the Company may provide training resources from time to time at its sole discretion. The API Agreement does not entitle the Customer to any consulting services of the Company and any such consulting services would be subject to a separate agreement between the Customer and the Company. The Customer acknowledges that the Company may update or modify the API and Frameworks from time to time and at its sole discretion (in each instance, an “Update”), and may require the Customer obtain and use the most recent version of the API or Frameworks. Updates may adversely affect how Customer Applications communicate with the API. The Customer is required to make any changes to the Customer Applications that the Customer is required to make for integration as a result of such Update at the Customer’s sole cost and expense. The Customer’s continued use of or access to the API following an Update constitutes binding acceptance of the Update.
6. Frameworks Subscriptions.
(a) The Customer may subscribe to additional Frameworks by submitting a request to billing@receptiviti.com or through the API. The Customer’s subscribing to such Frameworks is effective upon the Customer receiving a confirmation from the Company and the applicable monthly fee for such Framework will be prorated for the first month, as necessary, and immediately added to the Monthly Fee.
(b) The Customer may unsubscribe from one or more Active Frameworks, provided the Customer is not unsubscribing from all Active Frameworks, by submitting a request to billing@receptiviti.com or through the API. Where an Active Framework the Customer is unsubscribing from is an Initial Framework, the Customer’s unsubscribing is effective at the end of the later of the then-current month and the Initial Term. Otherwise, the Customer’s unsubscribing is effective at the end of the then-current month. The portion of the Monthly Fee applicable to Active Frameworks the Customer is unsubscribing from is not pro-rated and is due and payable by the Customer through to the later of the applicable effective date as determined in accordance with this section 6(b) and the date the Company receives the written confirmation required under section 6(c). The Customer acknowledges that, upon the Customer’s unsubscribing from one or more Active Frameworks becoming effective in accordance with this section 6(b), the Customer will be subject to the obligations set out in section 13.
7. Fees and Access.
(a) The Monthly Fee is due and payable by the Customer to the Company on the first day of each month during the Term and, in any event, during the Initial Term. The Customer shall pay the Monthly Fee in accordance with this Section 7.
(b) The Customer shall pay the Monthly Fee for each month during the Initial Term and, where the Renewal Type is automatic, for each month during the then-current term, notwithstanding any earlier termination by the Customer in accordance with Section 12 of the API Agreement. For the avoidance of doubt, upon termination by the Customer of the API Agreement prior to the end of the Initial Term or, where the Renewal Type is automatic, the then-current term, the Customer is nonetheless obligated to pay the Monthly Fees through to the end of the Initial Term or then-current term, as applicable, and such aggregate Monthly Fees will be immediately due and payable.
(c) All Monthly Fees must be paid within 30 days of becoming due and payable in accordance with this Section 7, and any outstanding Monthly Fees not paid within such period after becoming due and payable will accrue interest at the lower of 1% of the outstanding balance per month or the maximum rate permitted by law.
8. Intellectual Property Ownership; Feedback. The Customer acknowledges that, as between the Customer and the Company, the Company owns all right, title, and interest, including intellectual property rights, in and to the API, Scores, and Company Marks. The Customer will use commercially reasonable efforts to safeguard the API, Scores, and Company Marks (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. The Customer will promptly notify the Company if the Customer becomes aware of any infringement of any intellectual property rights in the API, Scores, or Company Marks and will fully cooperate with the Company in any legal action taken by the Company to enforce its intellectual property rights. If the Customer or any of the Customer’s employees, contractors, or agents sends or transmits any communications or materials to the Company by mail, email, telephone, or otherwise, suggesting or recommending changes to the API, Scores, or the Company Marks, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (collectively, “Feedback”), all such Feedback is and will be treated as non-confidential. The Customer hereby assigns to the Company on the Customer’s behalf, and on behalf of the Customer’s employees, contractors, and agents, all right, title, and interest in, and the Company is free to use, without any attribution or compensation to the Customer or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although the Company is not required to use any Feedback.
9. Disclaimer of Warranties. THE API, FRAMEWORKS, SCORES, ANY OTHER OUTPUT OF THE API, AND COMPANY MARKS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS AND THE COMPANY SPECIFICALLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. THE COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. THE COMPANY MAKES NO WARRANTY OF ANY KIND THAT THE API OR COMPANY MARKS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET THE CUSTOMER’S OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF THE CUSTOMER’S OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. THE CUSTOMER ACKNOWLEDGES AND AGREES THAT ANY INFORMATION POSTED ON, PROVIDED BY, OR OTHERWISE AVAILABLE ON OR THROUGH THE API IS NOT INTENDED TO BE LEGAL ADVICE, MEDICAL ADVICE, FINANCIAL ADVICE, OR ANY OTHER KIND OF PROFESSIONAL ADVICE, AND SHOULD NOT FORM THE BASIS FOR ANY OPINION, ACTION OR INACTION, OR OTHER CONCLUSION.
10. Indemnification. The Customer agrees to indemnify, defend, and hold harmless the Company and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees, arising from or relating to (a) the Customer’s use or misuse of the API, Scores, any other output of the API, or Company Marks, (b) the Customer’s breach of the API Agreement, and/or (c) Customer Applications, including but not limited to any third party’s use thereof. In the event the Company seeks indemnification or defence from the Customer under this provision, the Company will promptly notify the Customer in writing of the claim(s) brought against the Company for which the Company seeks indemnification or defence. The Customer may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by the Company or bind the Company in any manner, without our prior written consent.
11. Limitations of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL THE COMPANY BE LIABLE TO THE CUSTOMER OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR (A) ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE API; OR (B) ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF THE TOTAL AMOUNT PAID BY THE CUSTOMER UNDER THIS AGREEMENT IN THE PRECEDING 3 MONTHS EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR THE COMPANY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12. Term and Termination.
(a) The term of the API Agreement commences on the Effective Date and will continue in effect for the Initial Term unless terminated in accordance with this Section 12.
(b) Upon the expiration of the Initial Term:
(i) where the Renewal Type is non-renewing, the API Agreement will expire at the end of the Initial Term unless, before such time, the Parties renew the API Agreement for one or more additional terms;
(ii) where the Renewal Type is automatic, the API Agreement will automatically renew for an additional term equal to the Initial Term upon the expiration of the Initial Term and each subsequent term thereafter, unless either Party provides notice of non-renewal at least 60 calendar days before the end of the then-current term; or
(iii) where the Renewal Type is month-to-month, the API Agreement will automatically renew for an additional term equal to one calendar month upon the expiration of the Initial Term and each subsequent term thereafter, unless either Party provides notice of non-renewal at least 30 calendar days before the end of the then-current term.
(c) Either Party may terminate this agreement at any time by providing the other Party 60 calendar days’ written notice and such termination is effective at the conclusion of such 60-day period.
(d) Immediately upon termination by the Customer under Subsections 12(b) or 12(c), any outstanding Monthly Fees due under the API Agreement shall be due and payable by the Customer, including the full monthly amount due for any partial-month use of the API or any Frameworks, which shall not be reduced or prorated, and the Monthly Fees owing during the Initial Term, if applicable, or, where the Renewal Type is automatic, during the then-current term. The Customer acknowledges that the Customer will not receive a refund on any Monthly Fees paid by the Customer through to the effective date of termination, including any refund of a prorated portion of any Fee for any partial-month use by the Customer of the API or any Frameworks.
(e) The Customer shall provide the Company notice under this Section 12 at billing@receptiviti.com.
(f) The Company may immediately terminate the API Agreement on written notice to the Customer if the Customer breaches any term or condition of the API Agreement, including without limitation the use restrictions set out in Section 3, and, to the extent such breach is curable, fails to cure such breach within 10 business days of receiving notice of such breach from the Company (the “Cure Period”). The Company may suspend any rights granted herein including the Customer’s licenses under the API Agreement, in the Company’s sole discretion during the Cure Period.
(g) Any terms that by their nature are intended to continue beyond the termination or expiration of the API Agreement will survive. Termination or expiration of the API Agreement will not limit any of the Company’s rights or remedies at law or in equity.
13. Customer Obligations on Termination, Expiration, or End of Subscription.
(a) Upon the Customer’s unsubscribing from one or more Active Frameworks in accordance with section 6(b), all licenses and rights granted to the Customer with respect to such Active Frameworks will terminate and the Customer shall cease using, and shall destroy and permanently erase from all devices and systems the Customer directly or indirectly control, all copies of all programs, models, algorithms, or otherwise that were generated or trained using Scores or any other output of the API related to such Frameworks,
(b) Upon termination or expiration of the API Agreement for any reason, all licenses and rights granted to the Customer under the API Agreement will also terminate and the Customer shall cease using, and shall destroy and permanently erase from all devices and systems the Customer directly or indirectly control, all copies of the API, Company Marks, and all programs, models, algorithms, or otherwise that were generated or trained using the API, the Scores, or any other output of the API.
(c) The Customer shall promptly deliver to the Company a written confirmation that the Customer has complied fully with its obligations under section 13(a) or 13(b), as applicable, in the form attached to this agreement as schedule A. To the extent the Customer is demonstrably required by applicable law to retain any information that it would otherwise be required to destroy or erase pursuant to under section 13(a) or 13(b), as applicable, the Customer may request Receptiviti’s consent, not to be unreasonably withheld, to waive such requirement to the minimum extent necessary to enable the Customer’s compliance with such law, as determined the Customer’s counsel in a written opinion provided by the Customer to Receptiviti in connection with such a request, provided that the Customer shall not use such information for any purpose other than for the purpose of complying with such law and shall destroy and erase such information as soon as permissible in accordance with such law.
14. Publicity. The Company has the right to reproduce, display, and use the Customer’s trademarks, trade names, and other identifying brand names, logos, or phrases, and the Customer hereby grants to the Company a license to reproduce, display, and use such trademarks, tradenames, and other identifying brand names, logos, and phrases, solely for the purposes of identifying the Customer as a customer of the Company, including without limitation on the Company’s website. The Customer has the right to reproduce, display, and use the Company’s trademarks, trade names, and other identifying brand names, logos, or phrases, and the Company hereby grants the Customer a license to reproduce, display, and use such trademarks, tradenames, and other identifying brand names, logos, and phrases, solely for the purposes of identifying the Company as a service provider of the Customer. Where the Customer’s use of the API results in published research, the Customer shall take all steps necessary to ensure that such research provide appropriate attribution to Receptiviti, including appropriate reference to LIWC to the extent such research relates or refers to the use of LIWC via the API.
15. Governing Law. The API Agreement and all related documents, and all matters arising out of or relating to the API Agreement, whether sounding in contract, tort, or statute, are governed by, and construed in accordance with, the laws of the Province of Ontario and the federal laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Province of Ontario.
16. Choice of Forum. Any legal suit, action, litigation, or proceeding of any kind whatsoever in any way arising out of, from, or relating to the API Agreement, including all statements of work, exhibits, schedules, attachments, and appendices attached to the API Agreement, the services provided hereunder, and all contemplated transactions, shall be instituted in the courts of the Province of Ontario, and each Party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, litigation, or proceeding. Each Party agrees that a final judgment in any such suit, action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. The Parties hereto irrevocably and unconditionally waive any objection to the venue of any action or proceeding in such courts and irrevocably waive and agree not to plead or claim in any such court that any such action or proceeding brought in any such court has been brought in an inconvenient forum.
17. Arbitration. Any disputes, controversy, disagreement, or claim arising under, out of, relating to, or in connection with the API Agreement or any breach thereof, including without limitation disputes arising from or concerning its existence, interpretation, violation, validity, non-performance, or termination, or the business relationship created by the API Agreement, shall be referred to and finally resolved by final and binding arbitration under the Canadian Arbitration Association Arbitration Rules, which can be found on the website of the Canadian Arbitrage Association (see: www.canadianarbitrationassociation.ca). The place of the arbitration shall be Toronto, Ontario. There shall be one (1) arbitrator. The language of the arbitration shall be English.
18. Miscellaneous.
(a) Entire Agreement; Amendment. The API Agreement and its schedule, and the documents referred to herein, constitutes the entire agreement and understanding between the Parties hereto with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. The API Agreement may not be amended unless agreed to in writing by both Parties.
(b) Waivers. No waiver of any of the provisions of the API Agreement shall be binding unless in writing and signed by the Party against whom enforcement of the waiver is sought, and no such waiver shall operate as a waiver of any other provisions hereof (whether or not similar), nor shall such waiver constitute a continuing waiver. Except as specifically provided herein, no failure to exercise or any delay in exercising any right or remedy hereunder shall constitute a waiver thereof.
(c) Binding Effect. The API Agreement shall be binding upon and enure to the benefit of and be enforceable by the Parties hereto and their respective successors (including any direct or indirect successor by purchase, amalgamation, arrangement or otherwise to all or substantially all of the business and/or assets of the Company), assigns, spouses, heirs and personal and legal representatives.
(d) Severability. The provisions of the API Agreement shall be severable in the event that any of the provisions hereof (including any portion thereof) are held by a court of competent jurisdiction to be invalid, illegal, void or otherwise unenforceable, and the remaining provisions shall remain enforceable to the fullest extent permitted by law. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the Parties hereto shall negotiate in good faith to modify the API Agreement so as to effect the original intent of the Parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
(e) Notices. Unless otherwise provided for in the API Agreement, any notices to the Company must be sent to our corporate headquarters address available at https://www.receptiviti.com/contact and must be delivered either in person, by certified or registered mail by Canada Post Corporation, return receipt requested and postage prepaid, or by recognizing overnight courier service, and are deemed given upon receipt by the Company. Notwithstanding the foregoing, the Customer hereby consents to receiving electronic communications from the Company, which may be in the form of emails, app, software or website pop-up notifications, or other forms of electronic communication. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to the API, Frameworks, or Company Marks. The Customer agree that any notices, agreements, disclosures, or other communications that the Company send to the Customer electronically will satisfy any legal communication requirements, including that such communications be in writing.
(f) Assignment. The API Agreement is personal to the Customer and may not be assigned or transferred for any reason whatsoever without our prior written consent and any action or conduct in violation of the foregoing will be void and without effect. The Company expressly reserve the right to assign the API Agreement and to delegate any of its obligations hereunder.
(g) Headings. The headings of the sections and paragraphs of the API Agreement are inserted for convenience only and shall not be deemed to constitute part of the API Agreement or to affect the construction or interpretation thereof.
Click to download "Schedule A - Form of Compliance Certificate"