Privacy and Security
API TERMS AND CONDITIONS
These API Terms and Conditions (“Terms”) govern your use of the application programming interface (“API” or “APIs”) made available by RainFocus, LLC on its website or platform. We may refer to “RainFocus” as “we”, “our”, or “us” in these Terms.
1. Acceptance of Terms
By accessing or using our API, you agree to be bound by these Terms, as well as any additional terms, conditions, or policies that we may publish from time to time. If you do not agree with these Terms, do not access or use our API.
2. License
Subject to these Terms, we grant you a non-exclusive, non-transferable, limited license to access and use our API solely for the purpose of integrating our services into your own software applications, subject to any limitations on use that we may impose from time to time.
3. Restrictions
You shall not use the API for any purpose other than the purpose described in Section 2. You shall not modify, decompile, disassemble, reverse engineer, or create derivative works of the API, or attempt to do any of the foregoing. You shall not use the API to create a product or service that competes with any product or service offered by us. You will require your end users to comply with (and not knowingly enable them to violate) applicable law, regulation, and the Terms.
4. Open-Source Software
Some of the software required by or included in our APIs may be offered under an open-source license. Open-source software licenses constitute separate written agreements. For certain APIs, open-source software is listed in the documentation. To the limited extent the open-source software license expressly supersedes the Terms, the open-source license instead sets forth your agreement with RainFocus for the applicable open-source software.
5. Intellectual Property
All rights, title, and interest in and to 1our API, including all intellectual property rights, are and shall remain our exclusive property. You acknowledge and agree that you will not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) attached to or contained within our API.
6. Monitoring
The APIs are designed to help you enhance your websites and applications ("API Client(s)"). YOU AGREE THAT RAINFOCUS MAY MONITOR USE OF THE APIS TO ENSURE QUALITY, IMPROVE RAINFOCUS PRODUCTS AND SERVICES, AND VERIFY YOUR COMPLIANCE WITH THE TERMS. This monitoring may include us accessing and using your API Client, for example to identify security issues that could affect RainFocus or its users. You will not interfere with this monitoring. We may use any technical means to overcome such interference. We may suspend access to the APIs by you or your API Client without notice if we reasonably believe that you are in violation of the Terms. RainFocus does not acquire ownership in your API Clients.
7. API Client Security
You will use commercially reasonable efforts to protect user information collected by your API Client, including personal data, from unauthorized access or use and will promptly report to your users any unauthorized access or use of such information to the extent required by applicable law.
8. User Responsibilities
You are responsible for maintaining the confidentiality of your API token and password and for any activity that occurs under your API token and password. You agree to use our API only in compliance with applicable laws and regulations, and to refrain from engaging in any activity that may be harmful to our API, our systems, or our users.
9. Modifications to the API
We reserve the right to modify, update, or discontinue our API at any time, with or without notice to you. We may also impose limits on certain features or restrict your access to our API without notice or liability.
10. Support
We may provide technical support for the API, at our sole discretion. Any support will be provided on an “as-is” basis, without any warranty or representation of any kind.
11. Confidentiality
Our communications to you and our APIs may contain RainFocus confidential information. Our confidential information includes any materials, communications, and information that are marked confidential or that would normally be considered confidential under the circumstances. If you receive any such information, then you will not disclose it to any third party without our prior written consent. RainFocus confidential information does not include information that you independently developed, that was rightfully given to you by a third party without confidentiality obligation, or that becomes public through no fault of your own. You may disclose RainFocus confidential information when compelled to do so by law if you provide us reasonable prior notice, unless a court orders that we not receive notice.
12. Termination
You may stop using our APIs at any time with or without notice. Further, if you want to terminate the Terms, you must provide RainFocus with prior written notice and upon termination, cease your use of the applicable APIs. We reserve the right to terminate your access to our APIs at any time, for any reason or no reason, with or without notice to you. Upon termination, you must immediately cease all use of our APIs and delete any copies of our APIs in your possession.
13. Survival
When the Terms come to an end, those terms that by their nature are intended to continue indefinitely will continue to apply, including but not limited to: Sections 11, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21, and 22.
14. DISCLAIMER OF WARRANTIES
OUR API IS PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED. WE MAKE NO WARRANTY THAT OUR API WILL BE ERROR-FREE OR UNINTERRUPTED, AND WE DISCLAIM ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
15. LIMITATION OF LIABILITY
IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO YOUR USE OF OUR API, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR LIABILITY TO YOU FOR ANY DIRECT DAMAGES SHALL BE LIMITED TO THE FEES PAID BY YOU TO US FOR YOUR USE OF OUR API DURING THE THREE (3) MONTHS PRECEDING THE DATE OF THE EVENT GIVING RISE TO SUCH LIABILITY. IN ALL CASES, RAINFOCUS, AND ITS SUPPLIERS AND DISTRIBUTORS, WILL NOT BE LIABLE FOR ANY EXPENSE, LOSS, OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.
16. Indemnification
You agree to indemnify, defend, and hold us harmless from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) relating to any allegation or any thirty-party legal proceeding arising out of or related to your misuse of our API, your breach of these Terms, or your violation of any applicable laws or regulations.
17. Governing Law
These Terms shall be governed by and construed in accordance with the laws of the State of Utah, without giving effect to any principles of conflicts of law. Each of the parties irrevocably consents to the exclusive jurisdiction of the federal and state courts located in Utah for any matter arising out of or relating to this Agreement, except that in actions seeking to enforce any order or judgment of such courts located in Utah, such jurisdiction will be nonexclusive. If a proceeding is commenced to resolve any dispute that arises between the parties with respect to the matters covered by this Agreement, the prevailing party in such proceeding will be entitled to receive its reasonable attorneys’ fees and costs incurred in connection with such proceeding, in addition to any other relief to which such prevailing party may be entitled.
18. Modifications
We may modify these Terms from time to time in its sole discretion. Changes will not apply retroactively and will become effective no sooner than thirty (30) days after they are posted. But changes addressing new functions for an API or changes made for legal reasons will be effective immediately. Any changes will be posted on the Site, and your continued use of the API after such changes will constitute your acceptance of the modified Terms.
19. Severability
If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
20. Waiver
The failure of RainFocus to enforce any right or provision of these Terms shall not be deemed a waiver of such right or provision.
21. Assignment
You may not assign these Terms without the prior written consent of RainFocus. We may assign these Terms without your consent.
22. Entire Agreement
These Terms constitute the entire agreement between you and us with respect to your use of our API and supersede all prior or contemporaneous communications and proposals, whether oral or written, between you and us.