Last Updated: May 2021
- (a) “Application” means any software application, product, service, or website that you develop, own or operate to interact with any API.
- (b) “Redtail Marks” means the name and related marks of any of the Services for which APIs are made available by Redtail.
- (c) “Confidential Information” means any information including, but is not limited to, nonpublic information regarding the APIs or Redtail applications, products, services, data, ideas, inventions, features, software, techniques, technology, trade secrets, and business and financial information, or any other information relating to Redtail that becomes known to you through disclosure, observation or otherwise, and that either is designated as confidential by Redtail, by its nature would be generally deemed to be confidential information, or that is not generally known or readily ascertainable to the public.
- (d) “Registration Data” means limited information about you collected by Redtail during the online registration process.
- (e) “Services” means the Redtail software-as-a-service offerings and other services offered by Redtail.
In order to access or use an API, you must: (i) complete the applicable online registration process; (ii) electronically accept these Terms; and (iii) complete the registration for the Application utilizing the API you wish to access. Redtail may reject your Application registration in its sole discretion.
- (a) Registration Data. You represent and warrant that all Registration Data provided by you is current, complete, and accurate, and you are solely responsible for updating your Registration Data as necessary. Redtail reserves the right to terminate your license to use the APIs immediately if your Registration Data is found to be inaccurate, incomplete, or not current at any time.
- (b) Account Password/Security. You are responsible for maintaining the confidentiality of your password and account and for all activities that occur under your account. You agree to notify Redtail immediately of any unauthorized use of your account or any other breach of security. Redtail is not liable for any loss that you may incur as a result of a third party using your password or account, either with or without your knowledge.
3. Licenses and Restrictions
- (a) API License. Subject to these Terms, Redtail grants you a limited, revocable, non-exclusive, non-sublicensable, non-transferable license to access and use the API: (i) to develop, test and support your Application; and (ii) to enable end users of your Application to connect to and communicate with the applicable Services. You are not permitted to access or use the API beyond the scope of the description provided in the Application registration that has been accepted by Redtail. By using the API, you agree not to: (i) modify, prepare derivative works of, or reverse engineer, our API, Services, or technology; (ii) use our API or Services in a way that abuses or disrupts our networks, security systems, user accounts, or the Services, as determined by Redtail; (iii) access or use the API for fraudulent or illegal purposes, or for any purpose that may be harmful to Redtail or its Services; (iv) market, sell, or resell the API or the Services to any third party; (v) use the Services in violation of our policies, applicable laws, or regulations; (vi) use the API in any application, product, or service that competes with any application, product, or Service offered by Redtail, or to otherwise divert Redtail customers or potential customers from the Services; (vii) harvest, collect, divert, or gather customer, user, or end-user data of either Redtail or the service/offering to which this API is connected without lawful basis and written consent from Redtail; (viii) transmit through the API or Services any material that may infringe the intellectual property or other rights of third parties, or (ix) remove any proprietary rights notices on any API and any other materials you receive in connection with your use of the API; (x) make any representations with respect to Redtail, the Services, or these Terms; (xi) display the Redtail Marks in a manner that could reasonably imply an endorsement, relationship, or affiliation with or sponsorship between you or a third party and Redtail; and/or (xii) access or use the APIs in a manner that exceeds a reasonable request volume or constitutes excessive or abusive usage, as determined by Redtail.
- (b) Security and Privacy-by-Design. You agree to implement appropriate, industry standard, secure coding, privacy-by-design, and other appropriate recognized security methodologies when designing your Application in a manner intended to protect any information accessible, processed, hosted, or transferred from either Redtail Services or any third-party service/product to which this API connects. Redtail reserves the right to test, validate, and/or inquire about your API use consistent with the requirements herein.
4. Proprietary Rights and Redtail Marks
You acknowledge that we or our licensors retain all proprietary right, title, and interest in the API, the Services, and the Redtail Marks, and any related intellectual property rights, including, without limitation, all modifications, enhancements, derivative works, and upgrades thereto. You agree that you will not use or register any trademark, service mark, business name, domain name or social media account name or handle which incorporates in whole or in part the Redtail Marks or is similar to any of these.
Redtail reserves the right, in its sole discretion, and at any time, to change, suspend, or discontinue any API or suspend or terminate your rights to access or use the API or display the Redtail Marks. You may stop use of the API and terminate these Terms at any time by closing your account and ceasing all access and use of the APIs. Upon termination of these Terms, you will immediately discontinue all access and use of the API and cease to display the Redtail Marks, if applicable. Neither party shall be liable for any damages resulting from a termination of these Terms in accordance with this Section; provided, however, the termination of these Terms shall not affect any claim arising prior to such termination. Sections 4 through 12 shall survive termination.
6. Independent Development.
You understand and acknowledge that Redtail may fro m time to time independently create applications, products, or services that are similar to or competitive with your applications, products, or services, and nothing in these Terms will be construed as restricting or preventing Redtail from doing so, and that such activity will create no obligation to you.
Unless expressly authorized in writing by Redtail, you shall not disclose to any third party any Confidential Information of Redtail or use such Confidential Information in any manner other than to perform your obligations under these Terms. The foregoing restrictions do not apply to any information that: (i) is publicly disclosed through no fault of your own; (ii) is already lawfully in your possession and not subject to a confidentiality obligation to Redtail; (iii) becomes known to you from a third party having an apparent bona fide right to disclose the information; or (iv) is Confidential Information that you are obligated to produce pursuant to an order of a court of competent jurisdiction or a valid administrative subpoena, provided you supply Redtail with timely notice of such court order or subpoena. Furthermore, you will keep in confidence all passwords and/or other access information related to the API.
You hereby warrant to Redtail that you have all necessary authority to enter into and perform your obligations under these Terms without the consent of any third party or breach of any contract or agreement with any third party, and that the use by others of your applications, products, or services shall not violate the rights of any third party (e.g., copyright, patent, trademark, or other proprietary rights) or any applicable law or regulation. You hereby acknowledge and agree that the APIs are provided by Redtail on an “AS IS” and “AS AVAILABLE” basis. REDTAIL EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. REDTAIL MAKES NO WARRANTY THAT ANY OF THE APIs WILL MEET YOUR REQUIREMENTS OR THAT YOUR USE OF THE APIs WILL BE UNINTERRUPTED, TIMELY, OR ERROR-FREE; NOR DOES REDTAIL MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE APIs OR THAT ANY DEFECTS IN THE APIs WILL BE CORRECTED. NO INFORMATION OR ADVICE, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM REDTAIL OR THROUGH THE APIs SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN
9. Limitation on Liability.
IN NO EVENT SHALL REDTAIL BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL LOSS, EXEMPLARY OR OTHER DAMAGES RELATED TO THESE TERMS, WHETHER DIRECT OR INDIRECT, INCLUDING BUT NOT LIMITED TO: (i) LOSS OF DATA; (ii) LOSS OF INCOME; (iii) LOSS OF OPPORTUNITY; (iv) LOST PROFITS; OR (v) COSTS OF RECOVERY OR ANY OTHER DAMAGES, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, AND INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR OTHERWISE, AND WHETHER OR NOT REDTAIL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. REDTAIL’s LIABILITY HEREUNDER IS LIMITED TO $100.00.
You agree to defend, indemnify, and hold harmless Redtail and its affiliates, and their respective directors, officers, agents, employees, consultants and partners, from and against any third party claim arising from or in any way related to your use of the API, any violation of these Terms by you, or any other actions related to your use of the API, including any liability or expense arising from claims, losses, damages (actual or consequential), suits, judgments, litigation costs and reasonable attorneys’ fees, of every kind and nature.
11. Choice of Law and Location for Resolving Disputes.
These Terms are governed by laws of the State of California, without reference to its choice of law rules. Exclusive jurisdiction over and venue of any dispute arising out of or relating to these Terms will be in the appropriate state or federal courts of California.
12. Additional Terms.
- (a) Relationship of the Parties. You and Redtail are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.
- (b) Assignment. You may not assign your rights or delegate your duties under these Terms either in whole or in part, by operation of law or otherwise and any such attempted assignment or delegation shall be void.
- (c) Force Majeure. Neither party will be responsible for any delay, interruption or other failure to perform under these Terms due to acts beyond its reasonable control, but only for so long as such conditions persist. Force majeure events include, but are not limited to: natural disasters (e.g., lightning, earthquakes, hurricanes, floods); wars, riots, terrorist activities, and civil commotions; activities of local exchange carriers, telephone carriers, wireless carriers, Internet service providers, and other third parties; explosions and fires; embargoes, strikes, and labor disputes; governmental decrees; and any other cause beyond the reasonable control of a party.
- (d) Notice. Redtail may provide you with notice via email, regular mail, and/or postings on the Redtail website.
- (e) Compliance with Laws. Both parties agree to comply with all applicable local, state, national and foreign laws, rules, and regulations, including, but not limited to, all applicable export and import laws and regulations, in connection with their performance, access and/or use of the APIs under these Terms.
- (f) No Third Party Beneficiaries. No person or entity not a party to these Terms will be deemed to be a third-party beneficiary of these Terms or any provision hereof.
- (g) Entire Agreement. These Terms set forth the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements and understandings with respect to the same. No waiver or amendment of any term or condition of these Terms shall be valid or binding on either party unless agreed to in writing by both parties. If any provision of these Terms is declared by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be severed from these Terms and the other provisions shall remain in full force and effect and the parties agree to comply with the remaining terms in a manner consistent with the original intent of these Terms. In the event of any conflict between the content of this document and the documents incorporated by reference, this document shall control with respect to your use of the API.
- (i) Remedies. You acknowledge that your breach of these Terms may cause irreparable harm to Redtail, the extent of which would be difficult to ascertain. Accordingly, you agree that, in addition to any other remedies to which Redtail may be legally entitled, Redtail shall have the right to immediately seek injunctive relief in the event of a breach of these Terms by you or by any of your officers, employees, consultants or other agents.
Questions and Comments
If you have any questions regarding these Terms or your use of the Site, please contact us here:
Redtail Technology, Inc.
3131 Fite Circle
Sacramento CA 95827
(800) 206-5030 (toll free)
(916) 352-6538 (fax)
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