ReminderCall.com API User Agreement
Effective as of July 26, 2019 (the “Effective Date”), Reminder Services, Inc. (d.b.a. "ReminderCall.com") has updated this API User Agreement (the “Agreement”).
By accepting this Agreement, either by accessing or using the API, or authorizing or permitting any individual to access or use the API, You agree to be bound by this Agreement. If you are entering into this Agreement on behalf of a company, organization or another legal entity (an “Entity”), You are agreeing to this Agreement for that Entity and representing to Reminder Services, Inc. that You have the authority to bind such Entity and its Affiliates to this Agreement, in which case the terms “API User”, “You”, “Your” shall refer to such Entity and its Affiliates. If You do not have such authority, or if You do not agree with this Agreement, You must not accept this Agreement and may not access nor use the API.
For purposes of this Agreement, capitalized terms shall have the meanings set forth below. Terms utilized in this Agreement and not defined have the meaning set forth in the Terms of Service Agreement ("TOS").
Acceptable Use Policy: Means the Reminder Services, Inc. Acceptable Use Policy.
API: means the ReminderCall.com Application Programming Interface and any accompanying or related documentation, source code, executable applications and other materials made available by Reminder Services, Inc. including, without limitation, through its website.
Applications: mean web or other software services or applications developed by You that utilize or interact with the API and are authorized pursuant to this Agreement.
Intellectual Property Rights: means patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights.
Publish/Published/Publishing: means the making of any Application available to any User other than API User or for any purpose other than for use by API User as a Subscriber for Internal Use.
Service Data: means electronic data, text, messages, communications or other materials submitted to and stored within ReminderCall.com by You, Agents and End-Users in connection with Your use of the API, which may include, without limitation, Personal Data (but shall not include the Personal Data of Your Agents in the context of Account Information).
Services: means the voice, Short Message Service (“SMS”) and email reminders provided by Reminder Services, Inc.
Subscriber: means and refers to an individual or an Entity that has agreed to the Terms of Service Agreement for use of Reminder Services, Inc. Services.
2. PURPOSE AND RIGHTS
2.1 This Agreement, and any and all restrictions and policies implemented by Reminder Services, Inc. from time to time with respect to the API, govern API User's rights to use and access the API to develop, implement and Publish Applications. API User's access to and use of the API for Internal Use is governed by the Terms of Service Agreement and Acceptable Use Policy.
2.2 Subject to this Agreement, including the restrictions set forth in Section 3, Reminder Services, Inc. grants to API User a non-exclusive, non-transferable, non-sublicensable, revocable right during the Term to a) use and make calls to the API to develop, implement and distribute Applications solely for use by its own Subscribers in connection with the Services; (b) use, reproduce, distribute, and transmit Service Data to the extent necessary to format and display it through the Applications; (c) use and display the ReminderCall.com or Reminder Services, Inc. names only to identify that the Service Data originates from the Services; and (d) market and sell Applications in accordance with this Agreement.
3. RESTRICTIONS AND RESPONSIBILITIES
The rights granted in Section 2 of this Agreement are explicitly conditioned on API User's adherence to the following restrictions and compliance with its responsibilities as set forth herein.
3.1 API User must comply with all restrictions set forth in this Agreement, the Terms of Service and Acceptable Use Policy in all uses of the API and Service Data. API User must also comply with all restrictions set forth in this Agreement. If Reminder Services, Inc. believes, in its sole discretion, that API User has violated or attempted to violate any term, condition or the spirit of this Agreement, the rights afforded to API User pursuant to this Agreement may be temporarily or permanently revoked, with or without notice to API User.
3.2 In order to use and access the API, the API User must obtain API credentials (a “Key”) by becoming a Subscriber. API User may not share its Key with any third party, shall keep such Key and all Login information secure, and shall use the Key as API User's sole means of accessing the API.
3.3 As outlined in the Terms of Service, Reminder Services, Inc. will immediately terminate any account which it believes, in its sole discretion, is transmitting or is otherwise connected with any spam or other unsolicited messaging activities, such as illegally engaging in any unsolicited advertising, marketing, surveying, polling, collections or other activities, including, without limitation, any activities that violate anti-spam laws and regulations including, but not limited to, the CAN SPAM Act of 2003, the Telephone Consumer Protection Act, and the Do-Not-Call Implementation Act.
3.4 Reminder Services, Inc. will immediately terminate any account which it believes, in its sole discretion, is voilating the Acceptable Use Policy.
3.5 API User shall not, under any circumstances, through Applications or otherwise, repackage or resell any part of the API. API User shall not use or assist a third party in using the API or any Services in such a way to circumvent the requirement for an individual Agent Login for each individual who (a) leverages the Services to interact with End-Users; (b) Processes data related to interactions with End-Users; or (c) absent a API User Agreement from Us otherwise, Processes data related to interactions originating from a Third Party Service that provides functionality similar to functionality provided by the Services and which would, pursuant to this Agreement, require an individual Agent Login if utilizing the Services for such interaction.
3.6 & API User is not permitted to use the API or any Service Data in any manner that does or could potentially undermine the security of the Services, the API, Service Data or any other data or information stored or transmitted using the Services. In addition, API User shall not, and shall not attempt to: (a) interfere with, modify or disable any features, functionality or security controls of the Services or the API, (b) defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms for the Service or the API, or (c) reverse engineer, decompile, disassemble or derive source code, underlying ideas, algorithms, structure or organizational form from the Services or the API.
3.7 API user acknowledges that API User is solely responsible and that Reminder Services, Inc. has no responsibility or liability of any kind, for the content, development, operation, support or maintenance of Applications. Without limiting the foregoing, API User will be solely responsible for (a) the technical installation and operation of its Applications; (b) creating and displaying information and content on, through or within its Applications; (c) ensuring that its Applications do not violate or infringe the Intellectual Property Rights of any third party; (d) ensuring that Applications are not offensive, profane, obscene, libelous or otherwise illegal; (e) ensuring that its Applications do not contain or introduce Malicious Software into a Service, an API, any Service Data or other data stored or transmitted using the Service; and (f) ensuring that its Applications are not designed to or utilized for the purpose of spamming any subscribers, Agents or End-Users.
3.8 API User will respect and comply with the technical and policy-implemented limitations of the API and the restrictions of this Agreement in designing and implementing Applications. Without limiting the foregoing, API User shall not violate any explicit rate limitations on calling or otherwise utilizing an API.
3.9 API User shall not make any modifications to any Service Data, other than as reasonably necessary to modify the formatting of such Service Data in order to display it in a manner appropriate for the pertinent Applications.
3.10 API User understands that Reminder Services, Inc. does not store Service Data on its servers and routinely scrubs and deidentifies Service Data.
4. REPRESENTATIONS, WARRANTIES AND COVENANTS
Subject to the limited usage rights expressly provided in this Agreement, nothing in this Agreement transfers or assigns to Reminder Services, Inc. any of API User's Intellectual Property Rights in its Applications or API User’s Marks or other technology, and nothing in this Agreement transfers or assigns to API User any of Reminder Services, Inc. Intellectual Property Rights in the Services, the API, the Marks, or Reminder Services, Inc.'s other technology or the respective Intellectual Property Rights in any Service Data of Reminder Services, Inc. or its Subscribers, Agents or End-Users.
This Agreement does not entitle API User to any support for the API, unless API User makes separate arrangements with Reminder Services, Inc. API User is solely responsible for providing all support and technical assistance to End-Users of its Applications and Subscribers who access, deploy and/or purchase its Applications. API User acknowledges and agrees that Reminder Services, Inc. has no obligation to provide support or technical assistance to the users of Applications and API User shall not represent to any such users that Reminder Services, Inc. is available to provide such support. API User agrees to use commercially reasonable efforts to provide reasonable support to users of its Applications.
8. SOFTWARE DEVELOPMENT
This Agreement does not entitle API User to any software development for the API, unless API User makes separate arrangements with Reminder Services, Inc. to pay an hourly fee for engineering time or related meetings. API User is solely responsible for providing all software development of its Applications.
API User may, from time to time, gain access to Confidential Information. API User may use Confidential Information only to the extent necessary to exercise its rights under this Agreement. Subject to the express permissions set forth herein, API User may not disclose Confidential Information to a third party without the prior express consent of Reminder Services, Inc. provided in writing or by email. Without limiting any other obligation of API User under this Agreement, API User agrees that it will protect Confidential Information from unauthorized use, access, or disclosure in the same manner that API User would use to protect its own confidential and proprietary information of a similar nature and in any event with no less than a reasonable degree of care.
10. DISCLAIMER OF WARRANTIES
ALL ASPECTS OF THE SERVICES AND THE API, INCLUDING ALL SERVER AND NETWORK COMPONENTS, ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY LAW, AND REMINDER SERVICES, INC. EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT REMINDER SERVICES, INC. DOES NOT WARRANT THAT THE SERVICE OR API WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE, AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM REMINDER SERVICES, INC. OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
11. LIMITATION OF LIABILITY
11.1 UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, NEGLIGENCE OR OTHERWISE) WILL EITHER PARTY TO THIS AGREEMENT, OR THEIR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, BUSINESS INTERRUPTION, LOSS OF GOODWILL, OR FOR ANY TYPE OF INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSS OR DAMAGES, OR ANY OTHER LOSS OR DAMAGES INCURRED BY SUCH PARTY OR THIRD PARTY IN CONNECTION WITH THIS AGREEMENT, THE API OR THE SERVICES, REGARDLESS OF WHETHER SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN SUCH DAMAGES.
11.2 NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, REMINDER SERVICES, INC AGGREGATE LIABILITY TO API USER OR ANY THIRD PARTY ARISING OUT THIS AGREEMENT, SHALL IN NO EVENT EXCEED ONE HUNDRED U.S. DOLLARS ($100.00). ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR OF THE FIRST EVENT OR OCCURRENCE GIVING RISE TO THE CLAIM.
11.3 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 API User. IN THESE JURISDICTIONS, REMINDER SERVICES, INC.'S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. The limitations set forth in this Section 11 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
API User will indemnify and hold Reminder Services, Inc. harmless against any claim brought by a third party against Reminder Services, Inc. arising from or related to any breach of an obligation, representation, warranty, covenant or other provision of this Agreement by API User or any matter which API USer has expressly agreed to be responsible pursuant to this Agreement.
13. TERM AND TERMINATION
This Agreement shall commence on the Effective Date and will remain in effect until terminated pursuant to this Section 13 (the “Term”). Either party may terminate this Agreement at any time, for any reason, or for no reason including, but not limited to, if API User violates any provision of this Agreement. Any termination of this Agreement shall also terminate the rights granted to API User hereunder. Upon termination of this Agreement for any reason, API USer shall cease using, and either return to Reminder Services, Inc. or destroy and remove from all computers, hard drives, networks, and other storage media, all copies of any materials licensed pursuant to this Agreement and any Confidential Information in API User's possession, and shall certify to Reminder Services, Inc. that such actions have occurred. Sections 3, 4, 6, 8-16 and 18 shall survive termination of this Agreement.
14. ASSIGNMENT; ENTIRE AGREEMENT; REVISIONS
14.1 API User may not, directly or indirectly, by operation of law or otherwise, assign all or any part of this Agreement or API User's rights under this Agreement or delegate performance of API User's duties under this Agreement without Reminder Services, Inc.'s prior consent, which consent will not be unreasonably withheld. Reminder Services, Inc. may, without API User's consent, assign this Agreement to any Affiliate or in connection with any merger or sale of all or substantially all of its assets provided that any such successor agrees to fulfill its obligations pursuant to this Agreement. Subject to the foregoing restrictions, this Agreement will be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.
If any provision in this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.
16. RELATIONSHIP OF THE PARTIES
The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the parties.
All notices to be provided by Reminder Services, Inc. to API User under this Agreement may be delivered by electronic mail to the electronic mail address provided for the Account owner related to Your subscription to the Service. API User must give notice to Reminder Services, Inc. by electronic mail to the support email address located in API User's ReminderCall.com account. All notices shall be deemed to have been given immediately upon delivery by electronic mail.
18. GOVERNING LAW
This Agreement shall be governed by the laws of the State of California, without reference to conflict of laws principles. Any disputes under this Agreement shall be resolved in a court of general jurisdiction in Santa Clara County, California.
Last revised July 26, 2019.