Please read these terms of use carefully.
By accessing or using Alida's APIs you are agreeing to comply with these terms (the "API Terms") with Alida ("Alida", "we", "us", or "our"). Alida has subsidiaries around the world and these subsidiaries may provide APIs to you on behalf of Alida and these API Terms will also govern your relationship with the subsidiaries. By accessing or using Alida's APIs you are representing or warranting to us that you have read and agree to comply and be bound by these API Terms effective as of the first date that you use or access Alida's APIs. You also represent and warrant to us that you have the authority to accept these API Terms on behalf of yourself, a company and/or other entity, as applicable. If you enter into additional written terms relating to Alida APIs (the "Additional Terms"), both these API Terms and the additional terms will apply to your use of the Alida API. If there is a conflict between these API Terms and any Additional Terms applicable to an API, the Additional Terms will govern to the extent of the inconsistency.
Alida API means application programming interface (and any documentation that Alida makes available) that provides access to the Alida software platform and any associated tools (the "Alida Software"), including sample code that enables interactions with Alida's software platform and your application(s), as updated from time to time.
1. License
Subject to your compliance with these API Terms, including the restrictions set out herein, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, worldwide, revocable right and license during the term of these API Terms to use and make calls to an Alida API to develop, test and support your application.
You may only use the Alida APIs as expressly permitted in these API Terms. If Alida believes, in its sole discretion, that you have violated or attempted to violate any term or condition of these API Terms, your license and ability to use and access the Alida APIs may be temporarily or permanently revoked, with or without notice or liability to you.
2. Use and Restrictions on Use
You will comply with all applicable laws and regulations, including without limitation, laws regarding the import and export of data or software, and privacy laws. You will not use the Alida APIs to promote or encourage illegal activity and you will not violate any other terms of services with Alida (and/or its affiliates).
Moreover, you will not or attempt to: (i) use an Alida API in any way that could impair, harm or damage Alida or any Alida Software or anyone else's use of an Alida API or Alida Software, (ii) use the Alida API in a way that violates applicable laws or regulations; (iii) use the Alida API in any way that threatens the integrity, performance or reliability of an Alida API or the Alida Software, including performance or stress testing, or in any way that works around any technical limitation in Alida APIs; (iv) reverse engineer, decompile, or disassemble Alida API; (v) sell, rent, lease, sublicense, redistribute, assign or otherwise commercially exploit the Alida APIs; (vi) assign, transfer or provide access to the Alida API to any third party except that you can authorize your contractors or consultants to access and use the Alida APIs on your behalf (and you shall be fully responsible and liable for that third party's use of the Alida APIs) or as otherwise expressly permitted herein; (vii) use an Alida API to disrupt, interfere with or attempt to gain unauthorized access to services, servers or networks connected to or which can be accessed via the Alida API, use the Alida API in a manner that does or could potentially undermine the security of the Alida Software or Alida API; (viii) interfere with, modify or disable any features, functionality or security controls of the Alida API or Alida Software or defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms for the Alida API; and (ix) perform an action with the intent of introducing any viruses, worms, defects, Trojan horses, malware or any items destructive in nature to Alida's Software.
Alida reserves the right to monitor your use of the Alida API for any reason or no reason, including to ensure your compliance with these API Terms.
3. Security and Privacy
You warrant that your website, service or application has been developed to operate with Alida API content in a secure manner. Your network, operating system and the software of your servers, databases, and computer systems must be properly configured to securely operate your website, service or application and store content collected through your website, service or application (including the Alida API content). Further, your website, service or application must use commercially reasonable security measures to protect user information collected, including personally identifiable information, from unauthorized access or use and you must promptly report to your users any unauthorized access or use of such information to the extent required by applicable law.
You must have a process to respond to any vulnerabilities in your website, services or application, including their connection to the Alida API, discovered by you or reported to you by a third party. Further, you will immediately report to Alida (and in particular prior to public disclosure) any (i) security flaws you discover in any of the Alida API or the Alida software application, and (ii) actual or suspected unauthorized access to the Alida API using your credentials. Failure to report such flaws or unauthorized accesses shall be considered a material breach of these API Terms.
You will comply with all applicable privacy laws and regulations and where your website, service or application seeks permission from an end user to access, collect, or transmit personal data from the Alida Software you must maintain a valid and up-to-date privacy policy. You are responsible for informing end users of your privacy policy and your privacy policy must comply with applicable laws and regulations and clearly and accurately inform users of the data you collect, and how that data is used, stored, secured and shared.
4. Modifications or Updates
a. APIs. You acknowledge that Alida may update, modify (a “Change”) or discontinue the availability of some or all the Alida APIs from time to time for any reason, at its sole discretion and with or without notice or liability to you. Alida will attempt, but is not obligated to, provide prior notice of any Change that is not backwards compatible or that Alida reasonably believes will remove or materially alter significant functionality of an Alida API. Changes may include imposing limits on certain features and services, restricting use or access to Alida APIs, removing features or the requirement to pay fees for previously free features. You are required to implement and use the most current version of the Alida APIs at your sole cost and expense within 6 months from the date of first notice of any Change or such other time specified in a notice of the Change where notice is provided (the “Notice Period”). You acknowledge that the Change may adversely affect the way your applications access or communicate with the affected Alida APIs and display content. Your sole recourse for such adverse effects is to discontinue your access or use of the affected Alida APIs. Your continued access or use of the Alida APIs following the Notice Period will be deemed your acceptance of the Change. If you do not comply with the Change within the Notice Period, your access to Alida APIs may be revoked.
b. API Terms. We may Change or cancel these API Terms at any time at our discretion and for any reason. You should look at these API Terms regularly. Changes to these API Terms will not apply retroactively and will become effective immediately after we have notified you of the Change in accordance with section 4c below. Your use of the Alida API after the Change becomes effective means you agree to the new API Terms. If you do not agree to the new API Terms, you must stop using the Alida API.
c. Notification of Changes. You will generally be notified about modifications or updates through notifications or posts on the Alida developer API page and/or through a form of direct communication from Alida to you, including but not limited to e-mail or notifications provided through the Alida Software.
5. Confidentiality
You may be given access to certain non-public information, software and specifications relating to the Alida API which is confidential and proprietary to Alida, including but not limited to source code, software, customers, hardware configuration information, products, services, developments, and processes ("Confidential Information"). You may use Confidential Information only as necessary in exercising your rights granted under these API Terms. You may not disclose any Confidential Information to any third party without Alida's prior written consent. You agree that you will protect 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.
6. Content
The Alida API may allow the submission or retrieval of content. With respect to the submission of content through an Alida API, Alida does not acquire any ownership of any intellectual property rights in the content that you submit. However, for the sole purpose of enabling Alida to provide, secure and improve the Alida APIs and only in accordance with Alida's privacy policy, you give Alida a perpetual, irrevocable, worldwide, sublicensable, royalty-free and non-exclusive license to host, store, communicate, use and publish the content submitted, posted or displayed to the Alida API through your website, services or applications. Before you submit such content to the Alida APIs, you must ensure that you have the necessary rights to grant us the license.
With respect to the retrieval of a user's non-public content through the Alida APIs, this content is the sole responsibility of the user that makes it available. Therefore, you may not use it or expose it to other users or to third parties without explicit consent or permission from that user. Your access to the content provided by the Alida API may be restricted, limited or filtered in accordance with applicable, law, regulation or policy.
7. Ownership and Feedback
a. Ownership. By using or accessing the Alida API you do not acquire ownership of any rights in the Alida APIs or the content that is accessed through the Alida API. Alida retains all worldwide right, title and interest in and to the Alida API and any derivative work or enhancements thereof, including but not limited to all worldwide intellectual property rights therein. Alida does not acquire any ownership of any rights in your website, services or applications and you retain all worldwide right, title and interest in and to them and any derivative works or enhancements therefore, including but not limited to all intellectual property rights therein.
b. Feedback. You may provide Alida with feedback or comments related to the Alida API and/or your experience with or use of the Alida API. You agree that Alida and its affiliates shall be free to use, share or commercialize your feedback in any way and for any purpose with no obligation of any kind to you.
8. Support
The use of the Alida API does not entitle you to any support for the Alida API unless you enter into a separate agreement with Alida. You acknowledge and agree that Alida has no obligation to provide support or technical assistance directly to you or your end users and you shall not represent to any of your end users that Alida is available to provide such support.
9. Term and Termination
These API Terms are effective on the date you accept these API Terms by clicking “I Agree” and will remain in effect until terminated in accordance with this section. Alida may immediately terminate or suspend these API Terms, any rights granted herein and/or your license to the Alida API in its sole discretion at any time and for any reason without any obligation to you. You may terminate these API Terms at any time by ceasing your use or access to the Alida API. Upon termination of these API Terms, all licenses granted herein immediately expire and you must cease use of all Alida API. Alida will not be liable to you for any damages resulting from termination of these API Terms. Those terms that by their nature are intended to continue indefinitely will continue to apply post termination, including but not limited to, sections 2, 3, 5, 7, 9, 10 and 11 of these API Terms.
10. Warranties and Disclaimers
a. Warranties. You represent and warrant that: (i) you have the necessary power and authority to enter into these API Terms and that your performance of your obligations will not constitute a breach or otherwise violate any other agreement or the rights of any third party therefrom; and (ii) your use of the Alida API shall comply with all applicable foreign, federal, state, provincial and local laws, rules and regulations.
b. Disclaimer of Warranties. YOU UNDERSTAND THAT USE OF THE ALIDA APIS IS AT YOUR OWN RISK AND THAT WE PROVIDE THE ALIDA APIS ON AN “AS IS”, “WITH ALL FAULTS” AND "AS AVAILABLE" BASIS. WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, GUARANTEES OR CONDITIONS WITH RESPECT TO YOUR USE OF THE ALIDA APIS. TO THE EXTENT PERMITTED UNDER YOUR LOCAL LAW, WE EXCLUDE ANY IMPLIED WARRANTIES, INCLUDING FOR MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND NON-INFRINGEMENT. FURTHER, WE DISCLAIM ANY WARRANTY THAT YOUR USE OF THE ALIDA APIS WILL MEET ANY OR ALL YOUR REQUIREMENTS OR SUCH USE WILL BE VIRUS-FREE OR SECURE. YOU MAY HAVE CERTAIN RIGHTS UNDER YOUR LOCAL LAW. NOTHING IN THESE API TERMS IS INTENDED TO AFFECT THOSE RIGHTS, IF THEY ARE APPLICABLE. YOU ACKNOWLEDGE THAT COMPUTER AND TELECOMMUNICATIONS SYSTEMS ARE NOT FAULT-FREE AND OCCASIONAL PERIODS OF DOWNTIME OCCUR. WE DON'T GUARANTEE ALIDA APIS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OR THAT CONTENT LOSS WON'T OCCUR. YOU MAY BE ABLE TO ACCESS THIRD-PARTY WEBSITES OR SERVICES VIA ALIDA APIS AND YOU ACKNOWLEDGE THAT WE ARE NOT RESPONSIBLE FOR SUCH WEBSITES OR SERVICES OR CONTENT THAT MAY BE AVAILABLE THERE.11. Limitation of Liabilities and Indemnities
a. Limitation of Liabilities. In no event will Alida be liable to you or any third party for any indirect, special, incidental, exemplary, punitive or consequential damages (including loss of or damage to use, data, business, goodwill or profits) arising out of or in connection with these API Terms, whether such claim arises from any claim based upon contract, warranty, tort (including negligence), strict liability or otherwise, and whether or not Alida has been advised of the possibility of such loss or damage. Any claim arising out of or relating to these API Terms must be brought within one year of discovery of the claim. To the extent permitted by law, Alida's total liability for any claim under these API Terms is limited to the amount you paid us to use the applicable Alida APIs during the six months prior to the event giving rise to the claim, and in no event exceeding CND$50.00 collectively. These limitations and exclusions apply even if any limited remedy specified in these API Terms doesn't fully compensate you for any losses or is found to have failed its essential purpose or if we knew or should have known about the possibility of the damage. To the maximum extent permitted by law, these limitations and exclusions apply to anything or any claims related to these API Terms or your use of any Alida API.
b. Indemnities. You shall defend Alida and its subsidiaries, officers, directors, employees and agents against all actions, demands, claims and suits and indemnify and hold Alida and its subsidiaries, officers, directors, employees and agents harmless from all liabilities, damages and costs (including without limitation reasonable legal fees) to the extent arising out of: (i) any act or omission by you in connection with your use of the Alida API; (ii) your use of the Alida API, including but not limited to in contravention of these API Terms; (iii) your breach of these API Terms; and (iv) any content or data routed into, from or used with the Alida API by you, those acting on your behalf or your end users.
12. General Terms
a. Governing Law. These API Terms will be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to conflict of law rules or principles.
b. Assignment. You may not assign any of the rights or obligations granted hereunder, in whole or in part, whether voluntarily or by operation of law, contract, merger (whether you are the surviving or disappearing entity), share or asset purchase, consolidation, through government action or otherwise except with the prior written consent of Alida. Any attempted assignment in violation of this paragraph is null and void.
c. No partnership. These API Terms do not create or imply any partnership, agency or joint venture and neither party has any authority of any kind to bind the other in any respect.
d. No waiver. No waiver of Alida of any part of these API Terms, inclusive of any violation or breach, shall be deemed to be a waiver of any other provision of these API Terms or be deemed to be a waiver of any subsequent violation or breach. No waiver is to be interpreted as a continuing waiver unless agreed to in writing by Alida.
e. Severability. If any provision of these API Terms is determined to be invalid, illegal or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.
f. No Third-Party Beneficiary. The Alida APIs are for your benefit and not for any other person or entity, and Alida shall not owe any obligation to any of your customers, end users or other third party, whether Alida has knowledge of or has been advised of such third party.
g. Entire Agreement. Notwithstanding anything in Alida's Master Subscription Agreement and related documents or Alida's Shared Responsibility document referring to or speaking to APIs, these API Terms and any Additional Terms constitute the entire agreement between us with respect to the subject matter hereof and supersede and merge all prior proposals, understandings and contemporaneous communications.