API Terms of Use

 

These terms of use (“Terms of Use”) are a legal agreement between you (either as an individual or a business entity you are entitled to bind contractually) and govern your use of certain APIs and associated software (collectively, “APIs”) made available to you by Receptiviti Inc. (“Receptiviti”). Please scroll down and read all of the following terms and conditions carefully. If you and your company agree to be bound by all of the terms and conditions, check the box below. If you do not agree to be bound by all of the terms and conditions, you cannot use any of the APIs and will have no rights under these Terms of Use of any kind. 
 
1.  Grant of License. Receptiviti grants to you a nonexclusive, nontransferable, revocable license (without the right to sublicense) to use the APIs solely for those specific internal uses agreed upon by you and Receptiviti in writing prior to gaining access to the APIs and agreeing to these Terms of Use (the “Authorized Uses”).  You will ensure that any use of the APIs is limited to those internal users who require access in order to engage in the Authorized Uses and that in no event are the APIs used by any other users within or outside your organization or for any other purpose whatsoever.  You may not transfer, sell, assign, rent, sublicense, distribute, share or make available any of the APIs to others or use any of the Receptiviti Content (as defined below) in any manner other than those expressly set out above. Receptiviti, on behalf of itself and its suppliers, reserves all rights not specifically granted to you.
 
2.  Receptiviti Content. Without limiting the generality of Section 1 or any other restriction contained in these Terms of Use, you agree that your use of the APIs will be restricted as follows:  (i) you may not store Receptiviti profiles and associated data, insights, results, scores or outputs (collectively, “Receptiviti Content”) in any medium of any kind, whether or electronic or physical, for more than 90 calendar days after receiving it; for clarity, Receptiviti Content held by you or by a third party on your behalf must be purged or destroyed at the end of such 90 calendar day period; (ii) you may not copy any formulas provided by Receptiviti or use any Receptiviti Content in order to replicate Receptiviti’s functionality or analytical capabilities; (iii) while you are permitted to build your own formulas that utilize Receptiviti Content, you may not use the APIs or the licenses granted to you to attempt to reproduce the functionality of the APIs or build formulas that no longer require use of the APIs; and (iv) you may share Receptiviti Content with internal users within your organization via the Internet, corporate Intranet or in written reports, provided that you give prominent attribution to Receptiviti when doing so. 
 
3.  Payment of License Fees.  You shall pay Receptiviti the fees and charges agreed upon by you and Receptiviti in writing prior to gaining access to the APIs and agreeing to these Terms of Use.  License fees shall be assessed and may be invoiced at the agreed upon dates.
 
4.  Notification of Errors.  In the event you become aware of any error, deficiency or other malfunction of the APIs or Receptiviti Content (each, an “Error”), you will provide all pertinent details regarding the nature of the Error via email to support@receptiviti.com and you will provide any further information requested by Receptiviti in connection with the foregoing.  Upon receipt of your notice, Receptiviti will use commercially reasonable efforts to confirm the cause of the Error, and to correct such Error in a timely manner, provided that: (i) you provide all requested assistance in identifying the cause of, and assisting Receptiviti in correcting, such Error; (ii) such Error can be reproduced by Receptiviti and is not caused by the hardware, software, communications systems or other technology of you or any third party; and (iii) in no event does Receptiviti guarantee that an Error can be corrected or that it will be corrected within a specific time frame.
 
5.  Product Modifications.  In the event you provide Receptiviti with any feedback or suggestions that result in any improvements, modifications or enhancements to the APIs (collectively, “Product Modifications”), you hereby irrevocably assign to Receptiviti, exclusively, throughout the world, and in perpetuity, all right, title and interest, including all intellectual property rights, in and to such Product Modifications, and you hereby waive any and all moral rights in such Product Modifications.  Notwithstanding the foregoing, in no event does Receptiviti guarantee that your suggestions, modifications or corrections to errors you identify will be included in any future version of the APIs.
 
6.  Proprietary Rights; Updates.  The APIs and Receptiviti Content are protected by copyright and other laws and are owned solely and exclusively by Receptiviti and its suppliers. You agree to hold the APIs in confidence and to take all reasonable steps to prevent unauthorized disclosure.  You acknowledge that Receptiviti may update or modify the APIs from time to time, and at its sole discretion. You are required to implement and use the most current version of the APIs and to make any changes to your systems that are required as a result of such update, at your sole cost and expense. Updates may adversely affect the manner in which your systems access or communicate with the APIs or display Receptiviti Content. Your continued access or use of the APIs and the Receptiviti Content following an update or modification will constitute binding acceptance of the update.
 
7.  No Other Rights; Suspension / Revocation of Access.  Except for the limited licenses granted above, these Terms of Use do not grant you any rights to patents, copyrights, trade secrets, trade names, trademarks (whether registered or unregistered), or any other rights, franchises, or licenses in respect of the APIs or the Receptiviti Content. You MAY NOT MODIFY, TRANSLATE, REVERSE ENGINEER, DISASSEMBLE, COPY, MAKE DERIVATIVE WORKS FROM, OR DECOMPILE THE APIS, IN WHOLE OR IN PART. Receptiviti reserves the right to alter the APIs or any Receptiviti Content supplied to you at any time, in its sole discretion, and you acknowledge that Receptiviti is under no obligation to maintain existing APIs or Receptiviti Content previously made available to you.  Without limiting the generality of the foregoing, if Receptiviti believes in good faith that you are in violation of these Terms of Use, Receptiviti may, at any time and in its sole discretion, suspend or revoke your access to any or all of the APIs or Receptiviti Content, with or without prior notice to you, and upon any such suspension or revocation of access you shall immediately cease all use and delete or destroy all physical and electronic copies of any materials relating to the APIs or the Receptiviti Content in your possession or under your control.
 
8.  Term.  These Terms of Use will commence when you accept them and will continue in effect until the earlier of: (i) expiration of the license term agreed upon by you and Receptiviti in writing prior to gaining access to the APIs and agreeing to these Terms of Use; or (ii) the date on which these Terms of Use are terminated as set forth in this Section 8.   Without limiting any of its other rights under these Terms of Use, Receptiviti may terminate these Terms of Use immediately, upon written notice to you, if you are in breach of these Terms of Use or your obligation to pay license fees when due, and you fail to cure such breach within 15 days of written notice from Receptiviti. Upon any termination of these Terms of Use, all license rights shall immediately terminate.
 
9.  Warranty Disclaimer.  THE APIS, RECEPTIVITI CONTENT AND ANY RELATED SUPPORT, SERVICES, AND MATERIALS PROVIDED TO YOU BY RECEPTIVITI ARE PROVIDED "AS IS" WITH NO WARRANTIES OF ANY KIND.  RECEPTIVITI DOES NOT MAKE ANY WARRANTIES OF ANY KIND WITH RESPECT TO THE APIS, RECEPTIVITI CONTENT OR ANY RELATED SUPPORT, SERVICES, OR MATERIALS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE.
 
10.  Limitation of Liability.  IN NO EVENT SHALL RECEPTIVITI 'S AGGREGATE LIABILITY UNDER THESE TERMS OF USE, OR FOR BREACH HEREOF, UNDER ANY CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY, (i) EXCEED THE AMOUNT OF LICENSE FEES PAID TO RECEPTIVITI UNDER THESE TERMS OF USE IN THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE FINAL EVENT GIVING RISE TO SUCH LIABILITY; OR (ii) INCLUDE ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOSS OF PROFITS OR PROSPECTIVE BUSINESS INCOME; OR (iii) INCLUDE ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES. THIS LIMITATION WILL APPLY EVEN IF RECEPTIVITI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.
 
11.  Confidentiality.  You may be given access to certain non-public information, software, and specifications relating to the APIs and the Receptiviti Content (“Confidential Information”), which is confidential and proprietary to Receptiviti. You may use this Confidential Information only as necessary in exercising your rights granted in these Terms of Use. You may not disclose any of this Confidential Information to any third party without Receptiviti’s prior written consent. You agree that you will protect this Confidential Information from unauthorized use, access, or disclosure in the same manner that you would use to protect your own confidential and proprietary information of a similar nature and in no event with less than a reasonable degree of care.
 
12.  Indemnification.  You agree to indemnify and hold harmless Receptiviti, and its subsidiaries, affiliates, officers, agents, and employees, licensors, and partners, from and against any third party claim arising from or in any way related to your use of the APIs, Receptiviti Content or violation of these Terms of Use, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, Receptiviti will provide you with written notice of such claim, suit or action.
 
13.  Choice of Law.  These Terms of Use will be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflicts of law provisions thereof. Any action to enforce any of the rights herein or interpret any provision hereof shall be brought and adjudicated in Toronto, Ontario, and each party irrevocably submits to the jurisdiction of any such court. 
 
14.  US Government Entities.  The APIs and Receptiviti Content were developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable U.S. Federal Acquisition Regulation and agency supplements thereto.
 
15.  Integration.  You acknowledge that you have read these Terms of Use, understand them, and that by using the APIs you agree to be bound by these terms and conditions. You further agree that these Terms of Use, and any other agreement expressly referred to above, are the complete and exclusive statement of the agreement between Receptiviti and you which supersede any proposal or prior agreement, oral or written, and any other communications between Receptiviti and you relating to the subject matter of these Terms of Use. No variation of these Terms of Use or any different terms will be enforceable against Receptiviti unless Receptiviti gives its express consent, including an express waiver of the terms of these Terms of Use, in writing signed by an officer of Receptiviti.