API Addendum

THESE ADDITIONAL TERMS PERTAIN TO CUSTOMERS WHO HAVE SUBSCRIBED TO CENTRALREACH’S API PRODUCT (“API Addendum”). THIS API ADDENDUM IS INCORPORATED INTO SERVICE AGREEMENTS. YOUR EXECUTION OF A CUSTOMER ORDER FOR CENTRALREACH API CONSTITUTES YOUR AGREEMENT TO BE BOUND BY THESE ADDITIONAL TERMS. YOU ACKNOWLEDGE AND AGREE THAT CENTRALREACH HAS THE RIGHT TO ESTABLISH TERMS FOR THE CONTINUED USE OF OUR SERVICES. ACCORDINGLY, CENTRALREACH RESERVES THE RIGHT TO MODIFY THESE TERMS FROM TIME TO TIME WITH OR WITHOUT NOTICE TO YOU. YOU AGREE THAT YOUR USE OF THE SERVICES CONSTITUTES YOUR AGREEMENT TO ANY SUCH MODIFICATION. TERMS NOT DEFINED HEREIN SHALL HAVE THE MEANING SET FORTH IN THE TERMS OF SERVICE AND ADDITIONAL AGREEMENTS AS APPLICABLE. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF SERVICE AND OTHER ADDITIONAL AGREEMENTS AND THIS API ADDENDUM, THE TERMS OF THIS API ADDENDUM SHALL CONTROL.

 

  1. DEFINITIONS
    1. API: Refers to the application programming interface provided by CentralReach.
    2. Documentation: Refers to any accompanying documentation, guidelines, or materials provided by CentralReach related to the use of the API.
  2. LICENSE GRANT
    1. License: Subject to the terms and conditions of this API Addendum, CentralReach grants Customer a non-exclusive, non-transferable, revocable license to use the API and Documentation solely for the purpose of integrating and interacting with CentralReach's services.
    2. Restrictions: Customer shall not, without the express written consent of CentralReach, (a) sublicense, sell, lease, or otherwise transfer the API or Documentation to any third party; (b) reverse engineer, decompile, disassemble, or attempt to derive the source code of the API; (c) modify, adapt, or create derivative works from the API; (d) use the API in any manner that violates applicable laws or regulations.
  3. INTELLECTUAL PROPERTY RIGHTS
    1. Ownership: CentralReach retains all right, title, and interest in and to the API and Documentation, including all intellectual property rights.
    2. Feedback: Customer may provide feedback regarding the API. CentralReach may use such feedback without any obligation to Customer.
  4. SUPPORT AND MAINTENANCE
    CentralReach may provide support and maintenance for the API at its discretion. Customer agrees that CentralReach has no obligation to provide any updates, upgrades, or support unless explicitly stated.
  5. COMPLIANCE WITH LAW, THIRD PARTY RIGHTS, AND OTHER CENTRALREACH TERMS OF SERVICE
    Customer will comply with all applicable law, regulation, and third party rights (including without limitation laws regarding the import or export of data or software, privacy, and local laws). Customer will not use the API to encourage or promote illegal activity or violation of third party rights. Customer will not violate any other terms of service with CentralReach.
  6. API LIMITATIONS
    CentralReach sets and enforces limits on your use of the APIs (e.g. limiting the number of API requests that you may make or the number of users you may serve), in our sole discretion. Customer agrees to, and will not attempt to circumvent, such limitations documented with each API. If Customer would like to use any API beyond these limits, Customer must obtain CentralReach’s express consent (and CentralReach may decline such request or condition acceptance on Customer’s agreement to additional terms and/or charges for that use). To seek such approval, contact your account manager.
  7. API Prohibitions
    When using the APIs, Customer may not (or allow those acting on your behalf to):
    1. Sublicense an API for use by a third party. Consequently, Customer will not create an API that functions substantially the same as the APIs and offer it for use by third parties.
    2. Perform an action with the intent of introducing to CentralReach products and services any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature.
    3. Defame, abuse, harass, stalk, or threaten others.
    4. Interfere with or disrupt the APIs or the servers or networks providing the APIs.
    5. Reverse engineer or attempt to extract the source code from any API or any related software, except to the extent that this restriction is expressly prohibited by applicable law.
    6. Use the APIs for any activities where the use or failure of the APIs could lead to death, personal injury, or environmental damage (such as the operation of nuclear facilities, air traffic control, or life support systems).
    7. Use the APIs to process or store any data that is subject to the International Traffic in Arms Regulations maintained by the U.S. Department of State or any other law that prohibits such process or storing.
  8. MODIFICATION TO THIS API ADDENDUM
    Nothing herein is intended, nor shall it serve to prevent CentralReach from exercising the rights found in the Service Agreement, including the right to amend this API Addendum. Customer agrees that by continuing to access or use the Services it accepts any modified terms.

 

Last Revision Date: November 30, 2023