Partner Terms of Service

Partner Terms of Service Agreement


Which agreement applies to me?

If you are are creating an account on behalf of an organization, your organization is considered the “Customer”.

Please review the Customer Terms of Service (“Customer Terms”).

If a Customer invited you to start using our Services under their account, you are considered a “User”.

Please review the User Terms of Service (“User Terms”).

If you are a third party developing technology that makes use of our Services, you are considered a “Partner”.

Please review the Partner Terms of Service (“Partner Terms”).

Before you begin using the Notifyd API, you must read and agree to these Notifyd Terms of Use and the following terms and conditions and policies, including any future amendments (collectively, the “Agreement”). Content (“Content”) refers to any data, files, or other information being stored in the Application. Notifyd, LLC reserves the right to update and change these Terms of Service anytime without notice.

1. Acceptance of Terms

This Notifyd API Terms of Service document (the “API TOS”) is an agreement you must accept in order to use the Notifyd API (as described below).

This document describes both your rights and your obligations as part of using the Notifyd API. It is important that you read it carefully because you will be legally bound to these terms. Notifyd, LLC (“Notifyd” “we” “us”) only provides the Notifyd API to you subject to this API TOS.

By accepting this API TOS or by accessing or using the Notifyd API, you agree to be bound by this API TOS (including the Privacy Policy, and general Terms of Service, which are incorporated here by reference). If you are entering into this API TOS on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this API TOS.

In that case, the terms “you” or “your” shall also refer to such entity. If you do not have such authority, or if you do not agree with this API TOS, you may not use the Notifyd API. You acknowledge that this API TOS is a contract between you and Notifyd.

2. API Key Definitions

Application - Any software application, website, or product you create or service you offer using the Notifyd API (defined below). API Documentation – The documentation, data and information that Notifyd provides regarding the use of the Notifyd API through the Developer Site.

Data – means any data and content uploaded, posted, transmitted or otherwise made available by users via the Services, including messages, files, comments, profile information and anything else entered or uploaded into the Service by a user of the Service. Developer Site – Notifyd’s Developer site found at www.notifyd.com Notifyd API or “our API” – The publicly available Notifyd Application Programming Interface (“API”) as well as the related API Documentation.

Notifyd Service(s) – Notifyd’s real-time communication, messaging, archiving and search services and related systems and technologies, as well as the website www.notifyd.com (the “Site”), and all software, applications, data, reports, text, images, and other content made available by or on behalf of Notifyd through any of the foregoing.

The “Service” does not include Data or any software application or service that is provided by you or a third party (including Applications), whether or not Notifyd designates them as “official integrations”.

3. API License

As long as you follow this API TOS, Notifyd grants you a limited, non-exclusive, non-assignable, non-transferable license to use the APIs to develop, test, and support any software application, website, or product, and to integrate the Notifyd APIs with your Application. Your license is subject to the limitations set forth in Section 4.2 through 4.8, and you agree that violation of Section 4 will automatically terminate your license to use the Notifyd APIs.

4. Use of APIs and Notifyd Data

The following identifies limitations on use related to the Notifyd API: Reliance on API: Notifyd is still evolving, and we need the flexibility to occasionally make changes to our APIs, including backwards incompatible ones. We will give you notice of these changes as they occur. Applicable laws or agreements: You may not use the Notifyd API in violation of any law or regulation, or rights of any person, including but not limited to intellectual property rights, rights of privacy, or rights of personality, or in any manner inconsistent with this API TOS or Notifyd’s other agreements to which you are subject.

Scope of acceptable use: You may not use the Notifyd API or any other technology in a manner that accesses or uses any information beyond what Notifyd allows under this API TOS or the Documentation; that changes the Notifyd Service; that breaks or circumvents any of Notifyd’s technical, administrative, process or security measures; that disrupts or degrades the performance of the Notifyd Service or the Notifyd API; or that tests the vulnerability of Notifyd’s systems or networks. Malware: You may not transmit any viruses or other computer programming that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system or data.

Reverse engineering: You may not attempt to reverse engineer or otherwise derive source code, trade secrets, or know-how in the Notifyd API or portion thereof; Functionality: You may not use the Notifyd API to replicate or compete with core products or services offered by Notifyd. Commercial Use: You may charge for your Application. However, you may not sell, rent, lease, sublicense, redistribute, or syndicate access to the Notifyd API.

Distribution of your application: You may not distribute or allow access to the Notifyd APIs to anyone other than, if applicable, the company on whose behalf you entered into this API TOS. Anyone who wants to access our APIs must agree to be bound by this API TOS.

5. Storage of Data

Secure Storage Measures: All Data should be stored and served using strong encryption. Delete at User Request: You must delete all Data you have collected from a Notifyd user upon request by that user, and when the Notifyd user de-authorizes your Application or closes his or her account with you. Similarly, when a team stops using your Application, you should delete all Data obtained from that team.

The restrictions of this Section do not apply to Data that Notifyd users also provide directly to you and that is separately entered or uploaded to you by the user of your Application. Deletion at Termination: If we terminate your use of the Notifyd APIs for any reason, then you must permanently delete all Data and any other information that you stored pursuant to your use of the Notifyd APIs, except when doing so would cause you to violate any law or obligation imposed by a governmental authority.

This provision does not require a Notifyd user to delete Data stored in Notifyd if the Notifyd user is prohibited from accessing the Notifyd API. No Other Storing: You may not copy or store any Data or capture or store any information expressed by the Data (such as hashed or transferred data), except to the extent permitted by this API TOS.

6. Ownership

As between you and us, we own all rights, title, and interest, including all intellectual property rights, in and to, the (1) Notifyd APIs, Documentation, and all elements and components thereof; (2) Data; (3) Notifyd Services; and (4) Brand Features (collectively, the “Notifyd Materials”).

The only exception to this is Data that you as a Notifyd user have licensed to Notifyd, which governs that Data. Except for the express licenses granted in this API TOS, Notifyd does not grant you any right, title, or interest in the Notifyd Materials. You agree to take such actions as Notifyd may reasonably request to perfect Notifyd’s rights to the Notifyd Materials.

7. Term and Termination

Duration of Terms: This API TOS will go into effect on the date upon which you agree to them, by accessing or using the Notifyd API, and will continue until terminated as set forth herein.

Your Right to Terminate: You may terminate this API TOS by discontinuing use of our APIs. Suspension or Termination: We may change, suspend or discontinue the Notifyd API and suspend or terminate your use of the Notifyd API, the Notifyd Service, and/or Notifyd Brand at any time and for any reason, with notice. Without limiting the foregoing, we may limit your Application's access to the Notifyd API if it, in our sole discretion, may negatively affect our Service or our ability to provide our Service.

Effect of Termination: Upon termination of this API TOS: i All rights and licenses granted to you will terminate immediately; ii You will promptly destroy Documentation and any other Notifyd information in your possession or control that was received under this API TOS; iii Unless we agree otherwise in writing or as stated in this API TOS, you must permanently delete all Data and other information that you stored pursuant to your use of the Notifyd APIs.

Notifyd may request that you certify in writing your compliance with this section; and iv Notifyd will make commercially reasonable efforts to remove all references and links to your Application from its Services (Notifyd has no other obligation to delete copies of, references to, or links to your Application).

8. Other Important Terms

Legal Representations: You represent and warrant to Notifyd that, excluding Notifyd Materials, you have the right to use, reproduce, transmit, copy, publicly display, publicly perform, and distribute your Application, and that use of your Application by Notifyd and its users will not violate the rights of any third party (e.g., copyright, patent, trademark, privacy, publicity or other proprietary right of any person or entity), or any applicable regulation or law, including the Digital Millennium Copyright Act, the laws of any country in which your Application is made available and any applicable export laws. Modification of the API TOS: We may change, add to or delete this API TOS or any portion thereof from time to time in our sole discretion.

If we make a material change to this API TOS, we will provide you with reasonable notice prior to the changes either by emailing the email address associated with your account or by posting a notice on the Developer Site. You acknowledge that these updates and modifications may adversely impact how you access, use, and communicate with the Notifyd API.

If any change in unacceptable to you, then your only recourse is to cease all use of the Notifyd API. Your continued access or use of the Notifyd API will mean that you agree to the updates and modifications. Other Applicable Agreements: You and your Application must also comply with the following, which are hereby incorporated by reference: i Notifyd Terms of Service ii Notifyd Privacy Policy In the event of any conflict between the content in this document and the above documents, this document controls your use of the Notifyd APIs.

9. Disclaimer of Warranties; Limitation of Liability; Indemnity

NO WARRANTIES: THE NOTIFYD API AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND NOTIFYD EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT NOTIFYD DOES NOT WARRANT THAT THE NOTIFYD API WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE NOTIFYD API, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM NOTIFYD OR THROUGH THE DEVELOPER SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS API TOS. LIMITATION ON LIABILITY UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL NOTIFYD BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, FIVE HUNDRED ($500) U.S. DOLLARS, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOS. 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 you. IN THESE JURISDICTIONS, NOTIFYD’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. Indemnity: You agree to defend, hold harmless and indemnify Notifyd, and its subsidiaries, affiliates, officers, agents, employees, and suppliers, from and against any third party claim arising from or in any way related to you or your users’ use of the Application, Notifyd API or Data, use of Notifyd Brand, or violation of this API TOS, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, we will provide you with written notice of such claim, suit, or action.

10. Dispute Resolution

This API TOS and any claim, cause of action or dispute (“Claim”) arising out of or related to this Agreement shall be governed by the laws of the state of Texas, United States, regardless of your country of origin or where you access the Notifyd Service, and notwithstanding any conflicts of law principles and the United Nations Convention for the International Sale of Goods.

You and Notifyd agree that all Claims arising out of or related to this Agreement must be resolved exclusively in the courts located in the county of Dallas, TX or the U.S. District Court for the Northern District of Texas. You and Notifyd agree to submit to the personal jurisdiction of the courts located within the county of Dallas, TX or the Northern District of Texas, and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts for the purpose of litigating all such Claims. Notwithstanding the above, you agree that Notifyd shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

11. General Legal Terms

Severability: If any provision of this API TOS is found to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable to the maximum extent possible in order to effect the intention of the provision; if a term cannot be so modified, it will be severed and the remaining provisions of this API TOS will not be affected in any way. Notice and Service of Process: We may notify you via postings on the Developer Site or via the email address associated with your Application or Notifyd Service account. Notifyd accepts service of process by mail or courier at the physical address set forth in Section 16.9 below. Any notices that you provide without compliance with this section shall have no legal effect.

Entire Agreement: This API TOS and any documents incorporated into this API TOS by reference, constitute the entire agreement between you and Notifyd regarding the Notifyd APIs and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this API TOS.

No Informal Waivers, Agreements, or Representations: Our failure to act with respect to a breach of this API TOS by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. No representations, statements, consents, waivers or other acts or omissions by any Notifyd affiliate shall be deemed legally binding on any Notifyd affiliate, unless documented in a physical writing hand signed by a duly appointed officer of Notifyd.

Injunctive Relief: In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Developer Site or Notifyd Service or any Notifyd APIs, or other material used or displayed through the Notifyd Developer Site or Notifyd Service. Assignment and Delegation: You may not assign or delegate any rights or obligations under this API TOS, including in connection with a change of control.

Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under this API TOS, fully or partially without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you, Notifyd, LLC. for any third party that assumes our rights and obligations under this API TOS.

Potential Other Rights and Obligations: You may have rights or obligations under local law other than those enumerated here if you are located outside the United States. How to Contact Us: If you have questions or comments about this API TOS, or wish to make use of our Notifyd API in any way not permitted by this API TOS, please contact us via email at support@notifyd.com

© 2018 Notifyd, LLC. All Rights Reserved.