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BY REQUESTING AN API KEY AND USING THE KEY TO ACCESS YOUR DATA AND SERVICES ON THE PLATFORM PROVIDED BY PERFECTMIND INC. D.B.A. XPLOR RECREATION (“PERFECTMIND” OR “COMPANY”), PERFECTMIND AND THE CUSTOMER AGREE TO THE FOLLOWING TERMS AND CONDITIONS. YOU ARE NOT ELIGIBLE TO ENTER INTO THIS AGREEMENT IF YOU ARE WORKING FOR OR AFFILIATED WITH ANY OTHER CUSTOMER RELATIONSHIP MANAGEMENT ("CRM") PROVIDER OR DEVELOPER. PERFECTMIND RESERVES THE RIGHT TO SUSPEND OR REVOKE YOUR USE LICENSE IF YOU ARE ATTEMPTING TO UTILIZE THIS SERVICE ON BEHALF OF ANY OTHER ENTITY THAT COULD CONCIEVABLY BE CONSIDERED COMPETITION OF PERFECTMIND. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THE COMPANY TO THE TERMS GOVERNING THE USE OF PERFECTMIND'S API. THE TERM "YOU" REFERS TO: (1) THE COMPANY, ITS OFFICERS, DIRECTORS, AGENTS, AND EMPLOYEES AND USERS, OR (2) AN INDIVIDUAL, IN THE CASE OF A NON-LEGAL ENTITY, AS DEFINED IN THE REGISTRATION INFORMATION PROVIDED TO PERFECTMIND. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MAY NOT USE PERFECTMIND API SERVICES.
As part of PerfectMind Services, PerfectMind will provide the Customer with use of our API Service. The Customer's registration for, or use of, the Service shall be deemed to be the Customer's agreement to abide by these Terms & Conditions including any material available on the PerfectMind web site incorporated by reference herein, and including but not limited to the Privacy Statements.
These Terms & Conditions apply to PerfectMind API software, services, and support provided to clients, developers, and/or users.
PerfectMind grants the Customer a nonexclusive, non-transferable, and revocable worldwide right to use the API Service, solely for the Customer's own internal business purposes subject to the terms of this Agreement. Subject to the terms of this Agreement, the Customer grants to PerfectMind the nonexclusive, worldwide, right to use, copy, store, transmit and display the Customer Data solely to the extent necessary to provide the API Service as requested by the Customer. The Customer shall not (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise make available to any third party the Service or the Content; (ii) modify or make derivative works based upon the PerfectMind Technology or the Content; (iii) commercially exploit the Service or the Content in any way; or (iv) create Internet "links" to the Service or "frame" or "mirror" any Content contained in, or accessible from, the Service on any other server, wireless or Internet-based device. Furthermore, the Customer is not eligible for the Service if it is, or is affiliated with any other Customer Relationship Management (CRM) provider, distributer, or software developer. PerfectMind shall not use the Customer Data for any purpose other than to provide the Service to the Customer. All rights not expressly granted to the Customer are reserved by PerfectMind and its licensors.
These Supplementary Terms & Conditions apply to all work and services of PerfectMind API Service and related Support and are in effect in addition to the General PerfectMind Terms & Conditions available on our website at www.xplorrecreation.com. These Supplementary Terms & Conditions for software, work and services shall prevail over the general PerfectMind Terms & Conditions in the event of inconsistencies or deviations from the General Terms & Conditions.
An API Access Key (“API Key”) is issued to you for the purpose of accessing the API services based on provided API documentation. Requests for issuance of an API Key should be sent to PerfectMind Support by your staff with GlobalAdmin rights in PerfectMind. The API Key is only issued to the contact with GlobalAdmin rights.
You are required to establish a renewal process for your API Key which can be initiated by your GlobalAdmin or setup ahead of time with coordination with PerfectMind Support. The frequency should be at least quarterly but recommended to be monthly. As part of the process, a new API Key is issued for your organization and your current API Key is deprecated simultaneously. It is your responsibility to coordinate the replacement of the Key within your application, or web site to ensure continuity of service to your users.
Having access to the API Key allows a user to have access to very sensitive data of your client stored in PerfectMind database including user information and personal private data. You are responsible for making sure the API key is kept confidentially and not shared. Any exposure of your client data due to breach of the API Key is solely your responsibility.
You may provide access to the API Service to third party developers (e.g. agencies, vendors, or approved partners) by sharing the API Key issued to you and the API documentation. You are responsible for ensuring that any third party to whom you provide access abides by these Terms & Conditions. Further, PerfectMind reserves the right to reject third party access to the API Service provided such access is inconsistent with the use contemplated under any other agreement with PerfectMind. Generally, providing the API Key to an unaffiliated third party for the purpose of bypassing the PerfectMind Programs including Partner Program or a non-existent PerfectMind syndication relationship with that third party is prohibited. Generally, providing an API Key to a third party to drive native content for your own site is allowed. PerfectMind will have exclusive discretion to determine whether a particular use of an API Key by a third party is acceptable. You are responsible for ensuring that any third party to whom you provide access abides by the Terms and you share the API Key with any third party at your own risk. Further, PerfectMind reserves the right to reject third party access to the API Service.
At this time, PerfectMind API Service is included as a free service for existing subscribers. PerfectMind reserves the right to charge fees for use or access of the API Service for uses over a certain rate or for certain commercial uses.
You may not charge a premium for access to the API Service or any content other than your service’s standard data and usage rates.
Upon request, you can receive access to an obfuscated copy of your database for development purposes to minimize risk of data breach and impact when having 3rd party vendors developing for the API. The replica database will count towards one of your entitled instances stipulated in your subscription agreement with PerfectMind. Extra replicas may be provided for a fee at the sole discretion of PerfectMind.
PerfectMind may elect to provide you with support or modifications for the API Service (collectively, “Support”), in its sole discretion, and may terminate such Support at any time without notice to you. PerfectMind may change, suspend, or discontinue any aspect of the API Service at any time, including the availability of any API Service functionality. PerfectMind may also impose limits on certain features and services or restrict your access to parts or all of the API Service without notice or liability.
You may not use the API in a manner that adversely impacts PerfectMind systems, including but not limited to PerfectMind application or database servers or other servers. Furthermore, we reserve the right to suspend, terminate or throttle your use of the API in the event your use is deemed excessive by the sole discretion of PerfectMind. To avoid disruption of service, we recommend certifying your application of the API with PerfectMind.
You may not use or access the API for purposes or monitoring the availability, performance or functionality of any of PerfectMind products or services or for any other benchmarking or competitive purposes.
Use the API in any manner or for any purpose that violates any law, regulation, code or any rights of any person or entity, including but not limited to intellectual privacy rights, rights of privacy, or rights of personality. Further, you must maintain a privacy policy that accurately reflects your use of the content accessed through the API.
The Legacy API Service also known as CRUD API will be phased out gradually in near future with timelines to be communicated and you should be using the new REST API for all new development. Further, you should set plans to discontinue the use of the Legacy API Service if you have used the Service in any part of your website or application. Keys for the Legacy API Service may only be used by your employees.
PerfectMind owns all rights, title, and interest in and to the Service and PerfectMind Data Format. For the purpose of these Terms of Use “Data Format” means any and all data structures and other intellectual property in which PerfectMind may claim proprietary rights without conflict to any pre-existing contractual agreement.
You own the Data provided to you through calling API functions which extracts and serves Data from your PerfectMind database. For the purpose of these Terms of Use “Data” means any and all information and other intellectual property in which you may claim proprietary rights without conflict to any pre-existing contractual agreement.
These Terms grant you no right, title or interest in any intellectual property owned or licensed by PerfectMind, including without limitation the API or any Data Format used by the API.
You will indemnify and hold harmless PerfectMind and its officers, employees and agents (collectively, the “Indemnified Persons”), from and against any and all claims brought or made against, or incurred by, the Indemnified Persons, or any one of them, arising out of a claim by a third party arising from or in any way related to your breach of these Terms and Conditions, your use of the API or the use of the API by any third party that you have given access to the API to.
NO WARRANTIES. THE API AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND PERFECTMIND EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF QUALITY, CONDUCT, PERFORMANCE, RELIABILITY, AVAILABILITY, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WHETHER ARISING BY USAGE OF TRADE, BY COURSE OF DEALING, BY COURSE OF PERFORMANCE, AT LAW, IN EQUITY, BY STATUTE OR OTHERWISE HOWSOEVER, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. YOU ACKNOWLEDGE THAT PERFECTMIND DOES NOT WARRANT THAT ACCESS TO THE API WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE API, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM PERFECTMIND OR THROUGH THE DEVELOPER SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS AND CONDITIONS.
LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL PERFECTMIND BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN RESPECT OF YOUR ACCESS TO THE API IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, FIVE HUNDRED ($500) CANADIAN DOLLARS, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THESE TERMS AND CONDITIONS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS DEVELOPER TOOLS AGREEMENT. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHICH MEANS THAT SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN THESE JURISDICTIONS, PERFECTMIND’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
