2024 API Terms of Use

Application Programming Interface Terms and Conditions of Use

THESE APPLICATION PROGRAMMING INTERFACE TERMS AND CONDITIONS OF USE (these “Terms and Conditions”) are made effective when Customer (as defined herein) clicks “I Agree” below. By clicking “I Agree,” Customer agrees to be bound by these Terms and Conditions by and between [Orion Advisor Technology, LLC/Redtail Technology, Inc.] (“[Orion/Redtail]”) and you, the individual accessing this document and the legal entity on behalf of which you are acting, affiliated with, or employed by (“Customer”).

Customer has entered into [a Services Agreement/Terms of Use]with [Orion/Redtail] (the “Agreement”). In connection with the services provided by [Orion/Redtail] pursuant to the Agreement (the “Services”), [Orion/Redtail] has opened its Application Programming Interface (“API”) and/or integration center (the “[Orion/Redtail] Integration Center”) for Customer’s access to make it possible for Customer to better utilize [Orion/Redtail]’s Services and, where applicable and subject to the limitations set forth herein, build integrations to assist in its use of [Orion/Redtail]’s system. In conjunction with Customer’s use of [Orion/Redtail]’s API and/or the [Orion/Redtail] Integration Center, Customer hereby acknowledges and agrees that its use of [Orion/Redtail]’s API is subject to these Terms and Conditions. If Customer does not agree with these Terms and Conditions, Customer may not access or use [Orion/Redtail]’s API, and shall cease all use of [Orion/Redtail]’s API immediately.

1. Use of [Orion/Redtail]’s API. Customer agrees on behalf of itself and its personnel, officers, directors, managers, and other representatives (“representatives”) that its use of [Orion/Redtail]’s API and/or the [Orion/Redtail] Integration Center must be related to Customer’s use of [Orion/Redtail]’s services. Customer shall adhere to any and all documentation or instructions that [Orion/Redtail] provides for its API and the [Orion/Redtail] Integration Center and [Orion/Redtail] reserves the right to review and approve the details of any project plan involving [Orion/Redtail]’s API before granting access to Customer. Customer understands that [Orion/Redtail] may terminate Customer’s use of its API and/or the [Orion/Redtail] Integration Center at any time at [Orion/Redtail]’s sole discretion, including denying access to the API or shutting down any integration established by Customer if Customer’s use violates the terms and conditions set forth herein. [Orion/Redtail] may monitor Customer’s use of the API to ensure quality, improve Services, and verify Customer’s compliance with the terms and conditions set forth herein. By accepting these Terms and Conditions, Customer understands, acknowledges, and agrees that its and its representatives’ access and use of the API is explicitly limited to¹:• internal Customer use only; and/or• use with authorized partners and/or technology tools accessible through the [Orion/Redtail] Integration Center.Customer’s use of the API with respect to additional third parties is subject to [Orion/Redtail]’s written approval in all respects. Should Customer be interested in providing API access to any third parties not approved hereunder, Customer shall notify [Orion/Redtail] so that such use and access may be considered and reviewed by [Orion/Redtail] for approval hereunder. Customer understands and agrees that approval of API access with respect to third parties is in [Orion/Redtail]’s sole discretion. In order to access or use the API and/or the Integration Center, Customer must: (i) complete the applicable online registration process, (ii) electronically accept these Terms and Conditions, and (iii) complete the registration for the internal or third party software application, product, service, or website that you develop, own, or operate to interact with any API. [Orion/Redtail] may reject your Application registration in its sole discretion. Customer is responsible for maintaining the confidentiality of Customer’s and its users’ password and account for all activities that occur under Customer’s account. Customer agrees to notify [Orion/Redtail] immediately of any unauthorized use of Customer’s account or any other breach of security. [Orion/Redtail] is not liable for any loss that Customer may incur as a result of your sharing of your password or account, either with intent to do so or not.
2. Non-Permitted Purposes; API Restrictions. Unless specifically permitted by applicable law or any other agreement between Customer and [Orion/Redtail], Customer will not, and will not direct, encourage, or assist any other party to: (a) license, sublicense, sell, resell, transfer, assign, distribute, or otherwise provide or make available to any other party the [Orion/Redtail] API or any aspect of [Orion/Redtail]’s system or Services; (b) modify or make derivative works based upon the [Orion/Redtail] API or any aspect of [Orion/Redtail]’s system or Services; or (c) reverse engineer, decompile, modify, or disassemble the [Orion/Redtail] API or any aspect of [Orion/Redtail]’s system or Services. In addition, Customer shall not, and shall not direct, encourage, or assist any other party to, access or use the [Orion/Redtail] API or any aspect of [Orion/Redtail]’s system or Services to: (i) design or develop a competitive or substantially similar product or service; (ii) copy or extract any features or functionality thereof; (iii) launch or cause to be launched on or in connection with the [Orion/Redtail] API a malicious automated program or script, including robots, bots, viruses, or any program intended to overburden or hinder the operation and/or performance of the [Orion/Redtail] API; or (iv) attempt to gain unauthorized access to the [Orion/Redtail] API or its related systems or networks. Customer will not share with a third party (or enable a third party to use) any operational, technical, or other data obtained through the use of [Orion/Redtail] API or any aspect of [Orion/Redtail]’s system or Services in any manner that is competitive to [Orion/Redtail], including, without limitation, in connection with any application, website, or other product or service that also includes, features, endorses, or otherwise supports in any way a third party that provides services competitive to [Orion/Redtail]’s products and services.
3. Ownership. [Orion/Redtail] owns all worldwide rights, titles, and interest in the Services and its API, including all intellectual property rights, marks, code, and features. Customer will not infringe or copy [Orion/Redtail]’s code, design, or content without obtaining [Orion/Redtail]’s express written consent in advance. To the extent Customer provides any comments about the API or any aspect of [Orion/Redtail]’s system or Services, [Orion/Redtail] may copy, modify, create derivative works, display, disclose, distribute and use that feedback without any obligation to compensate Customer. Customer may only use [Orion/Redtail]’s name and marks with [Orion/Redtail]’s express written consent. Customer may not alter or remove any proprietary notices in our marks. Further, Customer won’t use [Orion/Redtail]’s name or logo in any integration or in any way that implies an endorsement by [Orion/Redtail] without [Orion/Redtail]’s express written consent. Customer will not use [Orion/Redtail]’s API to encourage or promote illegal activity or violation of third party rights.
4. Representations and Warranties. Customer’s use of [Orion/Redtail]’s API will comply with all applicable laws, regulations, and third party rights (including without limitation laws regarding the import or export of data or software, privacy and local laws). To the extent Customer is utilizing [Orion/Redtail]’s API for the purpose of establishing an integration, Customer represents and warrants that it shall maintain all the licenses required for its integration and that its integration won’t violate any laws or regulations in any way.
5. Updates. [Orion/Redtail] may update or modify its API and these Terms and Conditions from time to time by notifying Customer via email. These changes may affect Customer’s use of the API or the way its integration interacts with the API, as applicable.
6. Confidentiality. Customer acknowledges that its use of [Orion/Redtail]’s API provides it with access to confidential, proprietary, and non-public information specific to the API and [Orion/Redtail]’s system and Services (“Confidential Information”). Customer may use this Confidential Information and [Orion/Redtail]’s API solely for internal use to use and build with the API. Customer will not disclose the Confidential Information or [Orion/Redtail]’s API to any third party without [Orion/Redtail]’s prior written consent, and Customer shall protect the Confidential Information from unauthorized use and disclosure. To the extent Customer desires to provide access to [Orion/Redtail]’s API to a third party, Customer shall notify [Orion/Redtail], provide evidence of such third party’s execution of a Confidentiality and Non-Disclosure Agreement or other documentation evidencing such third party’s agreement to protect [Orion/Redtail]’s Confidential Information, and obtain [Orion/Redtail]’s express written consent prior to providing any such access. [Orion/Redtail] reserves the right to review and approve the suitability of any third party before granting such third party access to [Orion/Redtail]’s API, including requiring such third party to acknowledge certain terms and conditions with respect to its [Orion/Redtail]’s API.
7. Disclaimer. [Orion/Redtail]’s API is provided “As-Is” and “As Available”. [Orion/Redtail] disclaims all representations and warranties of any kind, either expressed or implied, regarding Customer’s use of [Orion/Redtail]’s API, including but not limited to merchantability and fitness for a particular purpose. In addition, [Orion/Redtail] makes no representation, warranty, or guarantee regarding the reliability, timeliness, quality, suitability, or availability or the [Orion/Redtail] API or any information requested or obtain through the use of the [Orion/Redtail] API. Customer agrees that the entire risk arising out of Customer’s use of the [Orion/Redtail] API, and any information requested or obtained in connection therewith, remains solely with Customer, to the extent permitted under applicable law.
8. Indemnification. Customer shall indemnify [Orion/Redtail] and hold it harmless from all claims, liabilities, losses, damages, attorneys’ fees and expenses of any kind resulting from (i) Customer’s use of [Orion/Redtail]’s API or information obtained through Customer’s use of the [Orion/Redtail] API, (ii) any of Customer’s or its representatives’ actions or inactions with respect to [Orion/Redtail]’s API, (iii) any unauthorized exposure to [Orion/Redtail]’s API as a result of actions or inactions taken by Customer, and (iv) Customer’s breach or violation of these Terms and Conditions.
9. Limitation of Liability. [Orion/Redtail] and its representatives will not be liable to Customer for any loss of use, lost or inaccurate data, failure of security mechanisms, interruption of business, costs of delay or any other direct, indirect, consequential, special, exemplary, punitive, or other liability related to Customer’s use of the [Orion/Redtail] API, including any use in any integrations utilizing the [Orion/Redtail] API, whether in contract, tort, or any other legal theory.
10. Termination by Customer. Customer may stop using [Orion/Redtail]’s API at any time with notice to [Orion/Redtail]. Customer understands that [Orion/Redtail] may cease Customer’s use of its API at any time at [Orion/Redtail]’s sole discretion, including denying access to the API or shutting down any integration established by Customer. Upon any termination of Customer’s access to [Orion/Redtail]’s API, Customer will immediately stop using the API and delete any cached or stored content obtained through [Orion/Redtail]’s API.

ACKNOWLEDGEMENT AND ACCEPTANCE:

BY ACCEPTING AND ACKNOWLEDGING THESE TERMS AND CONDITIONS BY CLICKING “I AGREE” YOU REPRESENT AND WARRANT YOU HAVE THE AUTHORITY TO BIND YOURSELF AND/OR THE LEGAL ENTITY YOU ARE ACTING ON BEHALF OF TO THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS, PLEASE DO NOT CLICK THE “I AGREE” BUTTON. IF YOU DO NOT ACCEPT THESE TERMS AND CONDITIONS, YOU MAY NOT USE OR ACCESS THE CONFIDENTIAL INFORMATION COVERED HEREUNDER OR THE [ORION/REDTAIL] APIs AND/OR INTEGRATION CENTER.

¹ If access or use of the API beyond what is contemplated herein is needed by Customer, please contact the Orion Integrations team. Should Customer’s use of the API change or deviate from what is contemplated above, Customer shall notify Orion of such change immediately. Each such instance will need to be pre-approved by Orion prior to such access or use.