API License

Last Updated: October 16, 2024

This API Developer License (these “API License”) constitutes the entire agreement for use and access to the API (as defined below) provided by DecisionVault LLC (“we”, “us”, “our”, “DecisionVault”). Capitalized terms that are not otherwise defined herein shall have the meanings ascribed to such terms in our Terms of Use (the “Terms”), which can be found at https://decisionvault.com/terms-of-service

BY DOWNLOADING, REGISTERING FOR A DEVELOPER ACCOUNT (AN “ACCOUNT”), ACCESSING OR USING ANY PART OF THE API, YOU (THE TERMS “YOU”, “YOUR”, AND “YOURS” SHALL REFER TO ANY AND ALL USERS OF THE SITE AND/OR THE API (THE “USER”)) EXPRESSLY AGREE TO AND CONSENT TO BE BOUND BY (A) THE TERMS AND CONDITIONS OF THIS API LICENSE AND (B) OUR TERMS. If you are entering into this Agreement on behalf of a company, organization or another legal entity (an “Entity”), you are agreeing to this API License for that Entity and representing to DecisionVault that you have the authority to bind such Entity and its Affiliates to this API License, in which case the terms “you”, “your”, and “yours” shall refer to such Entity and its Affiliates. IF YOU DO NOT HAVE SUCH AUTHORITY OR IF YOU DO NOT AGREE TO THE TERMS OF THIS API LICENSE AND/OR THE TERMS, YOU DO NOT HAVE OUR AUTHORIZATION TO USE ANY OF THE SERVICES AND YOU MAY NOT ACCESS OR USE ANY PORTION OF THE SITE OR PLATFORM.

1. DEFINITIONS.

(a) “API” means an application program interface and any accompanying or related documentation, source code, SDKs, executable applications and other materials made available by DecisionVault.

(b) “Applications” mean any software, application, interface, or any other means that utilize or interact with the API or otherwise interact with the Services.

2. ACKNOWLEDGMENT AND ACCEPTANCE.

(a) By accessing and using the API, you agree (i) that you have received, read and understood this API License, and that this API License create a valid and binding agreement, enforceable against you in accordance with the terms hereof; (ii) to be bound by this API License, any terms, conditions or other rules, regulations or policies of DecisionVault; (iii) that your access and use of the API shall comply with all applicable federal, state and local laws, rules or regulations.

(b) Without limiting the foregoing, by using or accessing the API, you represent and warrant that you: (i) are eighteen (18) years of age or older; (ii) are not currently restricted from using the API; (iii) are not engaged in any business or activity, directly or indirectly, that could be competitive with the business or activities of DecisionVault, and are not using the API for any reason that may be in competition with the any product or service offered by DecisionVault; and (iv) have full power and authority to enter into and perform this API License, and doing so will not violate any other agreement to which you are a party.

(c) You acknowledge that you are solely responsible, and that DecisionVault has no responsibility or liability of any kind, for the content, development, operation, support or maintenance of the Applications. This API License does not entitle you to any support for the API. You are solely responsible for providing all support and technical assistance to your end-users. You acknowledge and agree that DecisionVault has no obligation to provide support or technical assistance to the users of the Applications and you shall not represent to any such users that DecisionVault is available to provide such support.

3. GRANT OF LICENSE.

(a) Subject to the terms of this API License, and upon your registration for an Account, your Authorized Users are hereby granted a revocable, non-exclusive, non-transferable account enabling you to use and make calls to the API to develop and implement Applications solely for use by Subscriber in connection with its subscription to the Services.

(b) The API is owned by and is the copyrighted work of DecisionVault and/or our suppliers and is licensed, not sold. You do not have the right to lend, lease, rent or sublicense the API. Except for the non-exclusive license granted pursuant to this API License, you acknowledge and agree that all ownership, license, intellectual property and other rights and interests in and to the API shall remain solely with DecisionVault.

(c) Some of the software packages, libraries, or components required by or included in the API are or may become licensed under an open source software license (“OS Component”). To the limited extent that the OS Component license expressly supersedes this API License, your use, reproduction and distribution of such OS Components are governed by the terms of the applicable open source software license and not this Section 3.

4. ACCESS TO THE API.

(a) In order to use and access the API, Authorized Users must obtain API credentials (a “Token”). Users (i) may not share their Token with any third party, (ii) shall keep such Token and all login information secure, and (iii) shall use the Token as such Authorized User’s sole means of accessing the API. For the avoidance of doubt, the API and Tokens are deemed to be DecisionVault’s Confidential Information.

(b) Excessive use of the Service using an API may result in temporary or permanent suspension of access to the Service via an API. DecisionVault, in its sole discretion, will determine excessive use of the Service via an API, and will make a reasonable attempt to warn the Authorized User prior to suspension.

(c) You acknowledge and agree that DecisionVault may, with or without notice, modify, delete, or amend the API or access to or use of the API. DecisionVault reserves the right at any time to modify or discontinue, temporarily or permanently, access and use of the Service via an API, with or without notice. DecisionVault may set and enforce limits on your use of the API (e.g., limiting the number of requests that you may make) in our sole discretion. You agree to comply with such limitations and not attempt to circumvent such limitations.

5. RESTRICTIONS ON USE.

(a) You may access and use the API only for lawful purposes and in accordance with this API License.

(b) You (i) are responsible for the compliance by your Users with this API License, and (ii) will use commercially reasonable efforts to prevent unauthorized access to or use of the Service. If the authorized status of a User changes, it is your responsibility to promptly remove such User’s access to the API.

(d) You will (and will ensure that your employees, agents and service providers will):

(i) not violate any explicit rate limitations on calling or otherwise utilizing the API;

(ii) not request more than the minimum amount of data from the API needed by your Application to provide the users of your Application the intended Application functionality;

(iii) not develop Applications that excessively burden the Services, distribute spyware, adware or other commonly objectionable programs;

(iv) not remove or destroy any copyright notices, proprietary markings or confidentiality notices placed upon, contained within or associated with the API;

(v) not engage in any activity that interferes with, disrupts, harms, damages, or accesses in an unauthorized manner the servers, security, networks, data, applications or other properties or services of DecisionVault or any third party;

(vi) not circumvent technological measures intended to prevent direct database access, or manufacture tools or products to that effect;

(vii) not modify, translate, reverse engineer, disassemble, reconstruct, decompile, copy, or create derivative works of the API, except to the extent that this restriction is expressly prohibited by applicable law;

(viii) not bypass the API restrictions for any reason; and

(ix) not develop an Application whose primary purpose is to migrate other Users off of DecisionVault.

(e) You agree that DecisionVault may, but is not obligated to, monitor use of the API to ensure quality, improve our products and services, and verify your compliance with this API License. This monitoring may include DecisionVault accessing and using your Application, for example to identify security issues that could affect other Subscribers. You will not interfere with this monitoring. DecisionVault may use any technical means to overcome such interference.

6. REPRESENTATIONS, WARRANTIES, AND COVENANTS.

(a) To the extent your Applications transmit User Data outside the Service, You represent and warrant that you have notified all users of such Applications that their User Data will be transmitted outside the Service and that DecisionVault is not responsible for the privacy, security or integrity of such User Data. You further represent and warrant that to the extent your Application stores, processes or transmits User Data, neither you nor your Applications will, without appropriate prior user consent or except to the extent required by applicable law (i) modify the content of User Data in a manner that adversely affects the integrity of User Data; (ii) disclose User Data to any third party; or (iii) use User Data for any purpose other than providing the Application functionality to users of such Application. You shall maintain and handle all User Data in accordance with privacy and security measures reasonably adequate to preserve the confidentiality and security of all User Data and all applicable privacy laws and regulations, and in no event less protective than the measures and policies set forth in our privacy policy (our “Privacy Policy”)(currently accessible at https://decisionvault.com/privacy-policy).

(b) You represent, warrant and covenant that (i) your Applications, and the use of such Applications by your users, do not and will not violate, misappropriate or infringe upon the intellectual property rights of any third party; (ii) you will comply with all applicable local, state, national and international laws and regulations, including, without limitation, all applicable export control laws, and maintain all licenses, permits and other permissions necessary to develop, implement your Applications; (iii) your Applications do not and will not contain or introduce any malicious software into the Service, the API, any User Data, or other data stored or transmitted using the Service; and (iv) your Applications are not designed to or utilized for the purpose of spamming any Subscribers or Users.

7. INDEMNIFICATION.

As a condition of your access and use of the API, you agree to hold harmless, defend, and indemnify DecisionVault and all of our affiliates, vendors and licensors, employees, officers, directors, agents and representatives, from and against any and all liabilities, expenses (including attorneys’ fees), losses, and damages arising out of claims resulting from (a) your use of the API, including without limitation any claims alleging facts that if true would constitute your breach of this API License or any provision herein; (b) your Application or any third party Application used by you; (c) any third party use of your Application; (d) any claim for breach or alleged breach of any third party rights (including intellectual property rights and privacy laws), including, without limitation, any breach of privacy laws arising from the use, access, and/or transmission of User Data through your Application; (e) your negligence, willful misconduct, fraud, or illegal conduct; and/or (f) any act or omission by you, your Authorized Users, representatives, agents employees and/or contractors in relation to the API and your Application.

8. TERM AND TERMINATION.

(a) The term of this API License shall be conterminous with your subscription to the Service. Notwithstanding anything to the contrary herein, we may terminate or suspend your access and/or use of the API, in whole or in part, prior to the expiration of the term in the event of any of the following:

(i) You breach this API License and, if such breach is capable of cure, fail to cure within five (5) days of notification of breach;

(ii) You become insolvent, enter into reorganization or bankruptcy, make a general assignment for the benefit of creditors, admit in writing your inability to pay debts as they mature, suffer or permit the appointment of a receiver, any of which in our judgment impairs your ability to perform your responsibilities under this this API License; or

(iii) For any other reason expressly identified in this API License or our policies and procedures made available to you.

In the event we terminate your access and/or use of the API, prior to the expiration of its term, we will provide you with notice of such termination and termination will become effective on your receipt of notice.

(b) Sections 2, 3(b), 4, 5, 6, 7, 8(b), and 9 through 14 shall survive any termination or expiration of this API License. In addition, any provisions of this API License that by their nature are intended to survive, will survive termination.

9. DISCLAIMER OF WARRANTIES.

(a) The API, including without limitations all additions, changes and/or improvements, are provided “as-is.” It is your responsibility to evaluate the accuracy, completeness, or usefulness of the API and any information, opinion, advice or other content accessed through the API.

(b) We may change or discontinue any aspect or feature of the API, or the use of all or any features or technology in the API, or the third-party content at any time without prior notice to you. Your only right or remedy with respect to any problems or dissatisfaction with the API is to cease use of the API.

(c) TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, DECISIONVAULT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ALL EXPRESS AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT WITH RESPECT TO THE SERVICE. DECISIONVAULT MAKES NO REPRESENTATION OR WARRANTY REGARDING THE CONTENT OR OPERATION OF THE SERVICE, SITE WEB PAGES, PLUG-INS, OR THE USE THEREOF. THE CONTENT ON OR AVAILABLE THROUGH THE SERVICE COULD INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS AND COULD BECOME INACCURATE BECAUSE OF DEVELOPMENTS OCCURRING AFTER THEIR RESPECTIVE DATES OF PREPARATION OR PUBLICATION. DECISIONVAULT SHALL HAVE NO OBLIGATION TO MAINTAIN THE ACCURACY OF ANY CONTENT ON OR AVAILABLE THROUGH THE API.

YOU ACKNOWLEDGE AND AGREE THAT DECISIONVAULT IS NOT, AND SHALL NOT BE, RESPONSIBLE FOR THE RESULTS OF ANY DEFECTS THAT MAY EXIST IN THE API. DECISIONVAULT MAKES NO REPRESENTATION OR WARRANTY THAT (i) THE ACCESS AND/OR USE OF THE API WILL MEET YOUR OR ANY OTHER USER’S REQUIREMENTS; (ii) ACCESS TO THE API WILL BE UNINTERRUPTED, TIMELY, SECURE, OR FREE OF ERRORS, VIRUSES OR OTHER HARMFUL COMPONENTS; OR (iii) ANY DEFECTS IN THE API WILL BE CORRECTED. YOU AGREE THAT YOU, AND NOT DECISIONVAULT, WILL BEAR THE ENTIRE COST OF ALL SERVICING, REPAIR, CORRECTION OR RESTORATION THAT MAY BE NECESSARY FOR ANY USER DATA, SOFTWARE PROGRAMS OR COMPUTER EQUIPMENT BECAUSE OF ANY VIRUSES, ERRORS OR OTHER PROBLEMS YOU MAY HAVE AS A RESULT OF USING, ACCESSING, OR INTERACTING WITH THE API.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

(d) Unless otherwise specified in writing by DecisionVault, the use of the API is not intended to create obligations under the Health Insurance Portability and Accountability Act (HIPAA), as amended. DecisionVault makes no representations that the API complies with HIPAA requirements. If you are, or become, a “covered entity” or “business associate” as defined by HIPAA, you must not use the API to transmit protected health information to DecisionVault unless you have obtained prior written consent from DecisionVault.

10. LIMITATION OF LIABILITY.

(a) TO THE FULLEST EXTENT PROVIDED BY LAW, IN NO EVENT WILL DECISIONVAULT, ITS AFFILIATES, OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE API, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT, OR OTHERWISE, EVEN IF FORESEEABLE.

IN NO EVENT SHALL THE TOTAL, AGGREGATE LIABILITY OF DECISIONVAULT AND ITS AFFILIATES AND SUBSIDIARIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS, ARISING FROM OR RELATING TO THE API LICENSE, TERMS, API, OR FROM THE USE OF OR INABILITY TO USE THE API EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID TO DECISIONVAULT BY THE SUBSCRIBER HEREUNDER IN THE SIX MONTH PERIOD PRIOR TO THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED U.S. DOLLARS IF NO SUCH PAYMENTS HAVE BEEN MADE, AS APPLICABLE.

(b) You acknowledge that the API has been made available to you in reliance upon this API License, and in particular the Disclaimers and Limitations of Liability sections above. DecisionVault reserves the right to seek all remedies available by law and in equity for any violation of this API License.

11. FORCE MAJEURE.

DecisionVault will not be liable for any losses caused directly or indirectly as a result of causes or events beyond the control of DecisionVault, including but not limited to natural disasters, acts of God, war, terrorism, actions or decrees of governmental bodies, pandemics, exchange or market rulings, failure of the Internet, communication lines or utility systems, equipment and systems failures, unauthorized access, and theft, or any such similar incidents or occurrences (each, a “Force Majeure Event”). All of the obligations of DecisionVault with respect to the affected elements under this API License will be suspended for the duration of such Force Majeure Event.

12. MODIFICATIONS OF THIS API LICENSE.

(a) This API License is subject to change from time to time. If we make any changes to this API License, we will change the “Last Updated” date. You may be required to accept the amended API License upon logging in to your account in order to keep using the API. Alternatively, we may post any non-material changes to this API License on the Site with a notice advising of the changes in advance of the effective date of the changes. We may also notify you of material changes to this API License, before the effective date of the changes, by sending an email or otherwise.

(b) If you do not accept the modification, deletion or amendment, you must terminate your access to and/or use of the API at such time. Your continued use of the API following the posting of revised API License shall be deemed to be acceptance of the modification, deletion or amendment (as well as all other terms and conditions) to the API and/or this API License.

13. WAIVER AND RELEASE (FOR CA RESIDENTS).

The following applies for users in a jurisdiction that requires a specific statement regarding waiver and release.

For example, California residents must, as a condition of this API License, waive the applicability of California Civil Code Section 1542 for unknown claims which states:

A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.

You hereby waive this section of the California Civil Code and any similar provision in law, regulation or code in any and all jurisdictions that have the same effect or intent as the foregoing release.

14. MISCELLANEOUS

(a) This API License, our Terms, and our Privacy Policy constitute the entire agreement between you and DecisionVault and governs your use of the API, superseding any prior agreements between you and DecisionVault (including, but not limited to, any prior versions of this API License).

(b) If any part of this API License is found by a court of competent jurisdiction to be unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions.

(c) The failure of DecisionVault to exercise or enforce any right or provision of this API License shall not operate as a waiver of such right or provision. Any waiver of this API License by DecisionVault must be in writing, must be narrowly tailored in scope and duration, and must be signed by an authorized representative of DecisionVault.

(d) A party’s waiver or failure to enforce any violation or provision of this Agreement shall not constitute a waiver of its rights hereunder with respect to any other violation or provision of the Agreement, and shall be effective only in the specific instance and for the specific purpose given.

(e) Nothing in this API License is intended to create, nor shall it be construed as creating, any exclusive arrangement between the parties to this API License. This API License shall not restrict either party from entering into similar arrangements with others, provided it does not breach its obligations under this API License by doing so, including any confidentiality obligations.

(f) This Agreement shall be governed by the laws of the State of Wyoming, without reference to conflict of laws principles.

(g) The parties are independent contractors. This Agreement does not establish a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties. You shall not make any statements about your use of the API that imply a partnership, sponsorship, or endorsement by DecisionVault without prior written approval from DecisionVault.

If you have any questions, or to report any violations of this API License please contact us at support@decisionvault.com.