API PORTAL TERMS AND CONDITIONS
1. APPLICABLE TERMS.
These API Portal Terms and Conditions (“Terms”) shall govern your use and access to this website (“Portal”), the Advanced Programming Interfaces (“API(s)”) contained herein, and the associated resources, documentation, instructions, content, manuals, and support materials, whether in print, on-line, electronic, or other form, concerning the functionality, interoperation, or proper use of the API or Portal, as updated from time to time (collectively “Materials”).
To the extent you are party to a Master Agreement with Applied Systems, Inc. (“Applied”), including a Schedule API for Agencies and Brokerages and/or Order or Proposal for API, and other documents incorporated therein (collectively “Agreement”), the terms of the Agreement shall apply to the extent there is a conflict with these Terms.
A person or organization who has entered into an Agreement with Applied to use the API in connection with its use of Applied products and services is referred to herein as the “Customer”.
If you are accessing the Portal on behalf of an organization, you are agreeing to these Terms for that organization and declaring that you have authority to bind that organization to these Terms, and in that case, “you” and “your” will refer to that organization.
By proceeding with registration in the Portal and accessing the information contained therein, you expressly agree to these Terms. If you do not agree to these Terms, you may not access the Portal.
2. LIMITED USE LICENSE; FEEDBACK.
Subject to these Terms, Applied hereby grants you access to the Portal and Materials to use the API on behalf of the Customer, solely to integrate Applied Epic with other applications owned or licensed by Customer which may be a public facing website, internal or in-house software system, or other repository owned or managed by Customer (the foregoing “Approved Software”) in the United States and Canada for Customer’s internal business purposes only. Approved Software expressly excludes applications, programs, and/or software that facilitates payments (whether via credit card, debit card, or ACH) or is a competing software product or service. Applied may refuse integrations with software in its sole but reasonable discretion. You may only utilize one (1) API key on behalf of a Customer and API keys may not be re-used or shared by or between customers, users, or other entities or individuals. Use and access to the API may be subject to additional fees charged by Applied to Customer and is subject to certain usage limitations as set forth in the Agreement.
You are solely responsible for contacting and ensuring that you have the necessary permissions for connections to access Approved Software, which may include licenses from third-party entities. Applied is not responsible for the use of or access to Approved Software or any third-party products or software with which the APIs may interact.
All feedback and suggestions related to the API, Materials, and Portal shall be the property of Applied, and you further authorize the use of your name for such purposes without the need for any additional compensation.
3. RESTRICTIONS & LIMITATIONS.
• Acceptable Use. You shall access and use the API, Portal, and Materials in compliance with Applied’s current Acceptable Use Policy (AUP), the Materials (including documentation) posted on the Portal or accompanying website, and all applicable laws and regulations. You shall provide only accurate and up-to-date information in connection with your registration of an account to access the Portal.
• Third-Party Consultants. Access to the Portal is forbidden except by Customers and those individuals acting on behalf of and pursuant to a contract with Customers to facilitate Customers’ implementation and operation of the API pursuant to a separate signed Agreement between Customer and Applied. You may not use the API for any business purposes other than on behalf of Customers in compliance with Section 2 above.
• General Restrictions. Except as expressly authorized herein or by Applied in writing, you shall NOT: (a) disassemble, decompile, reverse-engineer, modify, transform, otherwise translate, or attempt to gain unauthorized access to the API or Portal; (b) allow a third-party to access the API or Portal; (c) create derivative works of, license, sublicense, resell, lease, lend, publish, duplicate, reproduce, assign, transfer or otherwise make available or provide access to the API or Portal, including any information or data gained from the use thereof, to any third party, in whole or part; (d) use the API or Portal to export data, configurations, tools, stored procedures, or data views from Applied Epic; (e) use the API or Portal to replicate or replace Applied Epic functionality or structure; (f) use the API or Portal or knowledge gained from access and use thereof for purposes of benchmarking, competitive analysis, or to develop, use, market, or provide any (i) interface, integration, application, patch, fix, tool, or other program or device to third parties, (ii) any competing software product or service, or (iii) an integration (or similar) that has the effect or result (whether intended or unintended) of reducing the number of human interactions with Applied Epic or the number of authorized users that would otherwise be needed for Applied Epic without the API; (g) bypass or breach (or attempt to do so) any security device or protection used for or contained in or containing the API or Portal; (h) commit any act or omission which would have the effect of violating any other agreement you may have with Applied or its customers; or (i) allow or encourage any other entity or person to do any of the foregoing. Applied reserves the right to suspend your access to the Portal and API in the event usage exceeds bandwidth or usage limitations, clogs the services, or otherwise impairs the proper functionality of the API.
• Reservation of Rights. Applied reserves the right to suspend your access to the Portal at any time. All rights not expressly granted to you in these Terms are reserved by Applied and its licensors. You agree to automatically assign to Applied, upon creation, all right, title, and interest in and to any derivative works or other creations made in violation of these Terms, including copyright and any other intellectual property interests, without the necessity of further consideration and without any claim that Applied has waived a breach of these Terms.
4. CONFIDENTIALITY AND ACCESS.
You agree that the API, Portal, and Materials constitute, embody, and/or contain valuable trade secrets and proprietary information and are considered Applied’s Confidential Information, must be kept strictly confidential and that any use or disclosure thereof to third parties not specifically authorized in writing by Applied or its licensors is strictly prohibited.
5. WARRANTIES AND DISCLAIMERS.
• By You. You represent and warrant that you have all appropriate rights to access the Portal and Materials either as a Customer or on behalf of a Customer and to otherwise perform under these Terms. You shall hold harmless, defend, and indemnify Applied for any third-party claims resulting from your breach of these Terms and any claims that arise out of your use of the API, Portal, or Materials. You acknowledge and agree that you are ultimately responsible for securing and maintaining your own data, and that Applied has no responsibility for the integrity, accuracy, or completeness of any data exchanged using the API or in connection with the Portal. You shall promptly inform Applied of any data breach relating to Approved Software or the Portal, to the extent that it may impact Applied Epic, the API, or other Applied customers using the API.
• Not Perfected Computer Programs. You acknowledge that the API and Portal remain under continuous development and are not error-free. You accept all risks, including potential computer system or software interruptions, data loss, downtime, or delays, and other errors or problems in or resulting from the use of the API, Portal, or processes utilized by the software.
• Disclaimer. THE API AND PORTAL ARE PROVIDED AND LICENSED “AS IS”. THERE ARE NO WARRANTIES THAT EXTEND BEYOND THESE TERMS. APPLIED DOES NOT WARRANT THAT THE PORTAL OR API WILL MEET YOUR REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. YOU ARE SOLELY RESPONSIBLE FOR THE SELECTION, USE, AND SUITABILITY OF THE API AND PORTAL. APPLIED EXCLUDES AND EXPRESSLY DISCLAIMS ALL WARRANTIES AND REPRESENTATIONS OF ANY KIND NOT STATED HEREIN, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, WORKMANLIKE EFFORT, QUALITY, ACCURACY, TIMELINESS, COMPLETENESS, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS, OR SYSTEM INTEGRATION, AND ANY WARRANTIES PROVIDED ELSEWHERE IN THE AGREEMENT THAT ARE OTHERWISE APPLICABLE TO THESE TERMS OR THE SUBJECT MATTER THEREOF.
• Limitation of Damages. IN NO EVENT SHALL APPLIED BE LIABLE, DIRECTLY OR INDIRECTLY, FOR LOSS OF ANTICIPATED PROFITS, OR CONSEQUENTIAL, PUNITIVE, INCIDENTAL, OR SPECIAL DAMAGES. YOU ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL AN AWARD FOR DAMAGES AGAINST APPLIED ARISING OUT OF THESE TERMS, THE API, OR THE PORTAL EXCEED $500.00. THE LIMITATIONS OF DAMAGES OR LIABILITY ARE IMPORTANT ELEMENTS OF THE BASIS OF THE AGREEMENT BETWEEN YOU AND APPLIED. YOU UNDERSTAND AND AGREE THAT APPLIED COULD NOT ECONOMICALLY OFFER THESE TERMS WITHOUT THESE LIMITATIONS.