TERMS OF USE

Last Modified: August 12, 2020

This API License Agreement (this "API Agreement") is a binding contract between you (“you” or “your”) and Receptiviti Inc., a company incorporated under the federal laws of Canada (“Company,” “we,” or “us”). This API Agreement governs your access to and use of the Receptiviti Inc. Platform application programming interface, including all related websites and services. 

The API is not intended to be used by or in relation to the personal information of persons in the State of California or in the European Union or European Economic Area, or with or in relation to personal information relating to persons in those locations (“Restricted Areas”).

THIS API AGREEMENT TAKES EFFECT WHEN YOU CLICK THE “SIGN UP” BUTTON BELOW OR BY ACCESSING OR USING THE API (the “Effective Date”). BY CLICKING THE “SIGN UP” BUTTON BELOW OR BY ACCESSING OR USING THE API, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS API AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS API AGREEMENT, INCLUDING WITHOUT LIMITATION THAT YOU WILL NOT AND DO NOT INTEND TO USE OR ACCESS THE API IN ANY MANNER RELATED TO THE RESTRICTED AREAS AND THAT YOU ARE AT LEAST EIGHTEEN YEARS OF AGE; AND (C) ACCEPT THIS API AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THE TERMS OF THIS API AGREEMENT, YOU MUST NOT ACCESS OR USE THE API.

1.    Definitions. For purposes of this API Agreement, the following terms shall have the following meanings:

(a)    "API" means the 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 on a hosted basis, and any API Documentation or other API materials made available by the Company on its website at receptiviti.com/api.

(b)    "API Documentation" means the API documentation described at https://dashboard.receptiviti.com/docs from time to time.

(c)    "API Key" means the security key the Company makes available for you to access the API. 

(d)    "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 this API Agreement.

(e)    "Feedback" has the meaning set forth in Section 8.

(f)    "Plan" has the meaning set forth in Section 6.

(g)    "Plan Terms" has the meaning set forth in Section 6. 

(h)    "Trial Period" has the meaning set forth in Section 6.

(i)    "Update" has the meaning set forth in Section 5.

 

(j)    "Your Applications" means any applications developed by you to interact with the API.

2.    License Grant. Subject to and conditioned on your compliance with all terms and conditions set forth in this API Agreement, we hereby grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license during the term of this API Agreement to:

(a)    use the API solely for your internal business purposes in developing Your Applications that will communicate and interoperate with the API, and external marketing efforts directly related to such applications; and

(b)    display certain Company Marks in compliance with permissions and usage guidelines that we may specify from time to time solely in connection with the use of the API and Your Applications, and not in connection with the advertising, promotion, distribution, or sale of any other products or services.

You acknowledge that there are no implied licenses granted under this API Agreement. We reserve all rights that are not expressly granted. You may not use the API or any Company Mark for any other purpose without our prior written consent. You must obtain an API Key through the registration process available at https://dashboard.receptiviti.com to use or access the API. You agree 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 agree to promptly notify us of any changes to such information. You may not share your API Key with any third party, must keep your API Key and all log-in information secure, and must use the API Key as your sole means of accessing the API. You agree to immediately notify us of any unauthorized use or access to your API Key, or other log-in information or account, if any, and to provide assistance to us, as requested, to stop or remedy any breach of security related to your API Key, or other log-in information or account, if any. Your API Key, and other log-in information or account, if any, may be revoked by us at any time.

3.    Use Restrictions. You agree not to use the API for any unlawful purpose or in any way that could damage the API, the Company Marks, or the general business of the Company. Except as expressly authorized under this API Agreement, you may not:

(a)    copy, modify, or create derivative works 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, except to the sole extent that Your Applications incorporate or rely upon the API in accordance with this 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, 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, or that violates any applicable law;

(f)    combine or integrate the API with any software, technology, services, or materials not authorized by the Company;

(g)    design or permit Your 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 in any of Your Applications to replicate or attempt to replace the user experience of the API, or otherwise deliver a service that is duplicative or a flow-through of the services of the API or that unreasonably removes a person’s or entity’s need for the API; or

(i)    attempt to cloak or conceal your identity or the identity of Your Applications when requesting authorization to use the API.

You will comply with all terms and conditions of this API Agreement, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements of the Company that may be posted on https://dashboard.receptiviti.com/docs from time to time. In addition, you 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, or otherwise offensive content, stolen products, and items used for theft, hazardous materials, or any illegal activities.

4.    Your Applications. You agree to monitor the use of Your Applications for any activity that violates applicable laws, rules, and regulations or any terms and conditions of this API Agreement, including any fraudulent, inappropriate, or potentially harmful behaviour, and to promptly restrict any offending users of Your Applications from further use of Your Applications. You agree to provide a resource for users of Your Applications to report abuse of Your Applications. As between you and us, you are responsible for all acts and omissions of your users in connection with Your Application and their use of the API, if any. You agree that you are solely responsible for posting any privacy notices and obtaining any consents from your users required under applicable laws, rules, and regulations for their use of Your Applications. All use by you of the Company Marks, if any, will comply with any permissions or usage guidelines that we may specify from time to time. You agree that your use of the Company Marks in connection with this API Agreement will not create any right, title, or interest in or to the Company Marks in favour of you, and all goodwill associated with the use of the Company Marks will inure to the benefit of the Company.

5.    No Support; Updates. This API Agreement does not entitle you to any support for the API, though the Company may provide training resources on or through the API from time to time at our sole discretion. This API Agreement does not entitle you to any consulting services of the Company and any such consulting services would be subject to a separate agreement between you and the Company. You acknowledge that we may update or modify the API from time to time and at our sole discretion (in each instance, an “Update”), and may require you to obtain and use the most recent version of the API. Updates may adversely affect how Your Applications communicate with the API. You are required to make any changes to the Applications that you are required for integration as a result of such Update at your sole cost and expense. Your continued use of or access to the API following an Update constitutes binding acceptance of the Update.

6.    Fees

(a)    Trial Period. The rights granted to you under this API Agreement will be on a trial basis until the earlier of: (a) two (2) weeks from the term of this API Agreement commencing in accordance with Section 12, or (b) the execution of one thousand (1000) calls by you on, to, or through the API (the “Trial Period”). Your use of or access to the API during the Trial Period will be free of charge, including any charges or fees set out or referred to in Subsection 6(b) of this API Agreement. Your use of or access to the API may be terminated, restricted, or limited during the Trial Period at the sole discretion of the Company. You acknowledge and agree that upon the expiration of the Trial Period in accordance with this Section 6(a), you will be required to select a Plan and pay any associated fees or charges in accordance with Subsection 6(b) of this API Agreement and any documents referenced therein in order to continue to use or access the API. The Company reserves its right to offer other promotions or trial periods in addition to the Trial Period, or to cancel or otherwise modify the Trial Period, at any time at its sole discretion. 

(b)    Plan Terms. You acknowledge and agree that, upon the expiration of the Trial Period, certain license fees or other payments will be due under this API Agreement in exchange for the rights granted under this API Agreement. The Company offers a range of subscription plans for the API (each, a “Plan”) and you will be required to select your Plan upon the expiration of the Trial Period to continue to use or access the API. The specific terms of such Plan will be provided to you at the time you select your Plan (collectively, the “Plan Terms”), and such Plan Terms will be substantially in the form set out in Schedule “A” hereto and shall form an integral part of this API Agreement. You acknowledge and agree that, to the extent such Plan Terms applicable to the Plan you select are not in the form set out in Schedule “A” hereto, such Plan Terms nonetheless form an integral part of this API Agreement and you agree to comply with the terms of this API Agreement and any additional obligations contained in such Plan Terms, such as payment terms. The Company may amend the Plan Terms applicable to the Plan you select at any time at its sole discretion, upon notice. Your continued use of or access to the API after such amendment constitutes your binding acceptance to the Plan Terms as amended.

7.    Collection and Use of Your Information. We may collect certain information through the API about you or any of your employees, contractors, or agents. By accessing, using, and providing information to or through the API, you consent to all actions taken by us with respect to your information in compliance with the then-current version of our privacy policy and data protection requirements, available at https://www.receptiviti.com/privacy, and applicable privacy and data security laws, rules, and regulations.

8.    Intellectual Property Ownership; Feedback. You acknowledge that, as between you and us, we own all right, title, and interest, including intellectual property rights, in and to the API and the Company Marks. You will use commercially reasonable efforts to safeguard the API and Company Marks (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. You will promptly notify us if you become aware of any infringement of any intellectual property rights in the API or Company Marks and will fully cooperate with us in any legal action taken by us to enforce our intellectual property rights. If you or any of your employees, contractors, or agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the API 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. You hereby assign to us on your behalf, and on behalf of your employees, contractors, and agents, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.

9.    Disclaimer of Warranties. 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 YOUR OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR 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. YOU ACKNOWLEDGE AND AGREE 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. You agree 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) your use or misuse of the API or Company Marks, (b) your breach of this API Agreement, and/or (c) Your Applications, including but not limited to any third party’s use thereof. In the event we seek indemnification or defence from you under this provision, we will promptly notify you in writing of the claim(s) brought against us for which we seek indemnification or defence. We reserve the right, at our option and in our sole discretion, to assume full control of the defence of claims with legal counsel of our choice. You may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by us or bind us in any manner, without our prior written consent. In the event we assume control of the defence of such claim, we will not settle any such claim requiring payment from you without your prior written approval.

11.    Limitations of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE TO YOU 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 $50 EVEN IF WE HAVE 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. The term of this API Agreement commences when you acknowledge your acceptance of this API Agreement by clicking the “I ACCEPT” button or otherwise access or use the API and will continue in effect until terminated as set forth in this Section 12. We may immediately terminate or suspend this API Agreement, any rights granted herein, and/or your licenses under this API Agreement, in our sole discretion at any time and for any reason, including without limitation where you have not selected a Plan at the expiration of the Trial Period, by providing notice to you or revoking access to the API and the Company Marks. In addition, this API Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this API Agreement. Subject to Subsection 1(b) of Schedule “A” or the minimum commitment requirements otherwise set out in Plan Terms applicable to the Plan you select, you may terminate this API Agreement at any time by providing the Company with email notice to billing@receptiviti.com. Such termination shall be effective at the end of later of the month or billing period in which you terminate. Upon termination by you, any outstanding amounts due under the Plan Terms applicable to the Plan you selected will become due immediately. Upon termination of this API Agreement for any reason, all licenses and rights granted to you under this API Agreement will also terminate and you must cease using, and destroy and permanently erase from all devices and systems you directly or indirectly control, all copies of the API and Company Marks. Any terms that by their nature are intended to continue beyond the termination of this API Agreement will survive termination. Termination will not limit any of the Company’s rights or remedies at law or in equity. 

13.    Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify this API Agreement from time to time. You may be notified of modifications through notifications or posts at https://www.receptiviti.com/terms-of-use or via direct email communication from us. You acknowledge and agree that you are responsible for reviewing and becoming familiar with any such modifications and for reviewing this API Agreement from time to time for any modifications. However, any changes to the dispute resolution provisions set out in Section 16 will not apply to any disputes for which the parties hereto have actual notices before the date the modification is made available to you.

14.    Governing Law. This API Agreement and all related documents, and all matters arising out of or relating to this 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. 

15.    Choice of Forum. Any legal suit, action, litigation, or proceeding of any kind whatsoever in any way arising out of, from, or relating to this API Agreement, including all statements of work, exhibits, schedules, attachments, and appendices attached to this 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. Service of process, summons, notice, or other document by mail to such party’s address set forth herein shall be effective service of process for any suit, action, litigation, or other proceeding brought in any such court. 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. You agree to waive any right you may have to a trial by jury or to commence or participate in any class action against the Company related to the API or this API Agreement.

16.    Arbitration. Any disputes, controversy, disagreement, or claim arising under, out of, relating to, or in connection with this 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 this 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.

17.    Miscellaneous

(a)    Entire Agreement. This API Agreement, Schedule “A” hereto, the Plan Terms, 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. Schedule “A” hereto, the Plan Terms, and the documents referred to herein (including their respective attachments, if any) form an integral part of this API Agreement and are incorporated herein by reference. In the event of any inconsistency between the Plan Terms and Schedule “A” hereto or the remainder of this API Agreement, the text of the Plan Terms shall prevail.

(b)    Waivers. No waiver of any of the provisions of this 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. This 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 this 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 this 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. Any notices to us 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 us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from us, 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 or Company Marks. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that such communications be in writing. 

(f)    Assignment. This API Agreement is personal to you 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. We expressly reserve the right to assign this API Agreement and to delegate any of its obligations hereunder.

(g)    Headings. The headings of the sections and paragraphs of this API Agreement are inserted for convenience only and shall not be deemed to constitute part of this API Agreement or to affect the construction or interpretation thereof.

Schedule “A” – Plan Terms

 

These Plan Terms between [CLIENT] and Receptiviti Inc. are entered into as of [DATE] in connection with the API Agreement between the parties. All terms used, but not defined, herein shall have the meanings set forth in the API Agreement.

1.    In exchange for the rights granted to you under the API Agreement, you agree to the following terms and conditions specific to the Plan you selected:

(a)    Payment and Access: 

(i)    A monthly base fee of $[Selected API tier base price] plus HST is due and payable by you to the Company on the first day of each month (the “Base Fee”) during the term of the API Agreement, with the first such instalment, prorated if and as necessary, due and payable immediately upon the expiration of the Trial Period and your selection of a Plan in accordance with Section 6 the API Agreement;

(ii)    [Number of calls included in the selected API tier] calls by you on, to, or through the API are included in the Base Fee (the “Included Calls”). Each additional call after the Included Calls will be billed to you at a rate of $[additional call fee associated with selected API tier] per additional call (the “Additional Call Fee”) and are due and payable by you at the earliest of the next instalment of the Base Fee or immediately where no such Base Fee is owing. The Base Fee together with any Additional Call Fees are the “Fees”;

(iii)    All Fees must be paid within 30 days of becoming due and payable in accordance with this Section 1 of Schedule “A”, and any outstanding Fees not paid within such period after becoming due and payable shall accrue interest at the lower of 1.5% of the outstanding balance per month or the maximum rate permitted by law.

(b)    Minimum Commitment: you acknowledge and agree that you are obligated to pay the Base Fee for each of the [number of months of minimum commitment, ex. six] months following your selection of a Plan in accordance with Section 6 of the API Agreement (the “Commitment Period”), notwithstanding any earlier termination by you in accordance with Section 12 of the API Agreement. For greater clarity, upon termination by you of this API Agreement in accordance with Section 12 of the API Agreement prior to the end of the Commitment Period, you are nonetheless obligated to pay the Base Fee through to the end of the Commitment Period. 

  • LinkedIn
  • Facebook
  • Twitter

© RECEPTIVITI INC. 2020