API
Terms and Conditions.

Last updated on August 3, 2020.
Learn more about Traction Guest API.

API Terms and Conditions

The following terms and conditions (“API Terms”) are part of the API License Agreement that references or may be accompanied by these API Terms (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, or agreeing in writing with Traction, You agree to be bound by this Agreement, the earlier of which will be the Effective Date. If You are entering into this Agreement on behalf of an Entity, You are agreeing to this Agreement for that Entity and representing to Traction that You have the authority to bind such Entity and its Affiliates to this Agreement, in which case the terms “Licensee”, “You”, “Your” or a related capitalized term herein 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.

INFORMATION ABOUT US

Under this Agreement, “Traction” means Traction Guest Inc, a limited company registered in Canada whose registered office is Suite 201, 3292 Production Way, Burnaby, Canada, V5A 4R4. We may refer to “Traction” as “we”, “our”, or “us” in the Agreement.

  1. ACCOUNT AND REGISTRATION
    1. In order to access certain APIs you may be required to provide certain information (such as identification or contact details) as part of the registration process for the APIs, or as part of the continued use of the APIs. Any registration information you provide to Traction must always be accurate and up to date and you must inform us promptly of any updates.
    2. Licensee must obtain API credentials through the registration process with Traction to use and access the API. Licensee may not share the API credentials with any third party unless agreed otherwise in writing with Traction and must keep such credentials secure.
    3. If you require use of the API in relation to different Applications or projects (including where you are setting up projects for different clients), a separate user account for each such project must be implemented.
  2. USING TRACTION API
    1. This Agreement and any and all restrictions and policies implemented by Traction from time to time with respect to the API govern Your rights to use and access the API for the purpose of developing, implementing and Publishing Applications. Your access to and use of the API for Internal Use is governed by the Service Agreement and this Agreement.
    2. You must follow the instructions and guidance provided by Traction when you interface the Services with your Application and, to the extent that you do not, Traction will not be liable for any impact whatsoever that may have on the provision or receipt of the Services to Subscriber in conjunction with your Application.
    3. You are responsible and liable for all uses of the API resulting from access provided by You, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Without limiting the generality of the foregoing, You are responsible for all acts and omissions of users in connection with the Application and their use of the API, if any. Any act or omission by users that would constitute a breach of this Agreement if taken by You will be deemed a breach of this Agreement by You.
    4. Subject to and conditioned on You, the Licensee, having paid Fees (where applicable) and Your compliance with this Agreement, Traction grants to You a non-exclusive, non-transferable, non-sublicensable, worldwide, revocable right and license during the Term to:
      1. use and make calls to the API, to develop, implement and distribute Applications solely for use by Subscribers in connection with the Services;
      2. use, reproduce, distribute, and transmit Service Data to the extent necessary to format and display it through the Applications.
    5. You agree to 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, You shall not violate any explicit rate limitations on calling or otherwise utilizing an API.
    6. You may not (or allow those acting on your behalf) under any circumstances, through Applications or otherwise, repackage or resell the Services, or any part thereof, API or Service Data without Traction written consent.
    7. You will not misrepresent or mask either Your identity or your Applications identity or Subscribers identity when using the APIs or developer accounts.
    8. Unless otherwise specified in writing by Traction, Traction does not intend use of the APIs to create obligations under HIPAA, and makes no representations that the APIs satisfy HIPAA requirements. If you are (or become) a “covered entity” or “business associate” as defined in HIPAA, you will not use the APIs for any purpose or in any manner involving transmitting protected health information to Traction unless you have received prior written consent to such use from Traction.
  3. TRACTION RIGHTS AND OBLIGATIONS
    1. You grant to Traction a non-exclusive, worldwide, fully paid-up, royalty-free license, during the Term, to use Licensee Marks solely to enable Traction to exercise its rights and perform its obligations under this Agreement. Any use of Licensee’s Marks shall be in accordance with Your reasonable trademark usage policies if such policies are communicated to Traction.
    2. Traction shall have a royalty-free, fully paid-up, worldwide, transferable, sub-licensable, irrevocable and perpetual license to implement, use, modify, commercially exploit and/or incorporate into the Services and/or the API any Feedback Traction receives from You, your users, Subscribers.
    3. This Agreement is non-exclusive. You acknowledge that Traction may develop products or services that may compete with the Applications or any other products or services.
  4. RESTRICTIONS AND RESPONSIBILITIES
    1. You shall comply with all terms and conditions of this Agreement, all Applicable Laws, and all guidelines, standards, and requirements that Traction communicates to you, or as may be posted on Traction Website from time to time. You shall monitor the use of the Applications for any activity that violates any terms of this Agreement, including any fraudulent, inappropriate, or potentially harmful behaviour, and promptly restrict any offending users of the Applications from further use of the Applications. You are solely responsible for posting any privacy notices and obtaining any consents from users required under Applicable Law to their use of the Applications.
    2. You will require your users to comply with (or not knowingly enable them to violate) Applicable Law and the terms of this Agreement as it relates to their use of the Services and the API.
    3. You will use best efforts to safeguard the API (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. You will promptly notify Traction if You become aware of any infringement of any Intellectual Property Rights in the API and will fully cooperate with Traction, in any legal action taken by Traction to enforce its Intellectual Property Rights.
    4. Your use of any of the Marks, if any, will comply with any usage guidelines that Traction may specify from time to time. You agree that Your use of Marks in connection with this Agreement will not create any right, title, or interest in or to the Marks in favour of You and all goodwill associated with the use of the Marks will inure to the benefit of Traction.
    5. When using the APIs, or enabling use of the API, you may not (or permit others to):
      1. copy, modify, or create derivative works of the API, in whole or in part;
      2. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the API;
      3. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the API, in whole or in part;
      4. remove any proprietary notices from the API;
      5. use the API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any person, or that violates any Applicable Law;
      6. combine or integrate the API with any software, technology, services, or materials not authorized by Traction;
      7. design or permit the Applications to disable, override, or otherwise interfere with any Traction-implemented communications to Subscribers or users, consent screens, user settings, alerts, warning, or the like;
      8. attempt to cloak or conceal Licensee’s identity or the identity of the Applications when requesting authorization to use the API; and
      9. not use or access it in order to monitor the availability, performance, or functionality of any of the API or a Service or for any similar benchmarking purposes.
    6. Your Applications shall not substantially replicate products or services offered by Traction, including, without limitation, functions or clients on platforms (such as iOS or Android) where Traction offers its own client or function using the API. Subject to the preceding sentence and the parties’ other rights and obligations under this Agreement, each party agrees that the other party may develop and publish applications that are similar to or otherwise compete with such party’s applications.
    7. You are 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. You shall maintain and handle all Service Data in accordance with privacy and security measures reasonably adequate to preserve the confidentiality and security of all Service Data. You shall not, and shall not attempt to:
      1. interfere with, modify or disable any features, functionality or security controls of the Services or the API; or
      2. defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms for the Service or the API;
      3. 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.
    8. You acknowledge and agree that You are solely responsible, and that Traction has no responsibility or liability of any kind, for the content, development, operation, support or maintenance of Applications. Without limiting the foregoing, You will be solely responsible for:
      1. the technical installation and operation of its Applications;
      2. creating and displaying information and content on, through or within the Applications;
      3. ensuring that Applications do not violate or infringe Applicable Law, and the Intellectual Property Rights of any third party including but not limited to ensuring that Applications are not designed to or utilized for the purpose of spamming any Traction Subscribers, Authorized Users or End-Users
      4. ensuring that Applications are not offensive, profane, obscene, libelous or otherwise illegal and do not contain or introduce Malicious Software into a Service, an API, any Service Data or other data stored or transmitted using the Service;
      5. maintaining relevant terms of service and/or privacy policy to govern use of the Application; and
      6. provide ongoing commercially reasonable support to users, purchasers and/or Subscribers of the Application.
  5. RESERVATION OF RIGHTS
    1. You must comply with all restrictions set forth in this Agreement in all uses of the API and Service Data. If Traction believes, in its sole discretion, that You have violated or attempted to violate any term, condition or the spirit of this Agreement, the license afforded You pursuant to this Agreement may be temporarily or permanently revoked, with or without notice to You.
    2. Traction reserves all rights not expressly granted to You in this Agreement. Except for the limited rights and licences expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to You or any third party any Intellectual Property Rights or other right, title, or interest in or to the API.
  6. REPRESENTATIONS, WARRANTIES AND COVENANTSYou represent, warrant and covenants that (a) Applications and Licensee Marks, the use of such Applications by Your users, and the activities with respect to such Applications and Licensee Marks undertaken by Traction in accordance with the terms of this Agreement, do not and will not violate, misappropriate or infringe upon the Intellectual Property Rights of any third party; (b) You will comply with all Applicable Law and maintain all licenses, permits and other permissions necessary to develop, implement and publish its Applications; (c) the Applications are not designed to or utilized for the purpose of spamming any Subscribers, Authorized Users or End-Users; and (d) You have all right, power and authority to grant the licenses granted to Traction herein.
  7. MODIFICATIONS
    1. You acknowledge and agree that Traction may undertake Updates from time to time and such Updates may be implemented at any time and without any notice to You each of which are a part of the API and are subject to the terms and conditions of this Agreement. Traction will use reasonable efforts to notify You in advance of scheduled maintenance, but Traction is unable to provide advance notice of unscheduled or emergency maintenance.
    2. You acknowledge and agree that an Update may have an adverse effect on Applications, including but not limited to changing the manner in which Applications communicate with the API and display or transmit Service Data. You shall use commercially reasonable endeavours to obtain and use the most recent version of the API at all times and make any changes to Applications that may be required as a result of Updates. You are required to make any changes to the Applications that are required for integration as a result of such Update at Your sole cost and expense. Traction shall have no liability of any kind to You or any user of your Applications with respect to Updates or any adverse effects resulting from such changes.
    3. Traction may modify the Agreement or any portion to, for example, reflect changes to the law or changes to our APIs. Traction shall post notice of modifications within the documentation of each applicable API, to its website, and/or in a developers console. Changes will not apply retroactively and will become effective no sooner than 30 days after they are posted. Changes addressing new functions for an API or changes made for legal reasons will be effective immediately. If you do not agree to the modified Agreement for an API, you should discontinue your use of that API. Your continued use of the API constitutes your acceptance of the modified Agreement terms.
  8. OWNERSHIP
    1. You acknowledge and agree that, as between You and Traction, (a) Traction owns all right, title, and interest, including all Intellectual Property Rights, in and to the API, and Traction Services and the Traction Marks. Subject to Traction’s rights in the API and Traction Services, You own all right, title, and interest, including all Intellectual Property Rights, in and to the Applications, Licensee Marks.
    2. If You or any of Your employees, contractors, and agents provide Feedback, all such Feedback is and will be treated as non-confidential. You hereby assigns to Traction on Your behalf, and on behalf of Your employees, contractors, and agents, all right, title, and interest in, and Traction is free to use, without any attribution or compensation to You or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Traction is not required to use any Feedback.
    3. Subject to the limited licenses expressly provided in this Agreement, nothing in this Agreement transfers or assigns to Traction any of Your Intellectual Property Rights in Your Applications or Licensee’s Marks or other technology, and nothing in this Agreement transfers or assigns to You any of Traction’s Intellectual Property Rights in the Services, the API, the Marks, or Traction’s other technology or the respective Intellectual Property Rights or other rights in any Service Data of Traction or its Subscribers, Authorized Users or End-Users.
  9. SUPPORT
    1. You are solely responsible for providing all support and technical assistance to users of the Application and API integrations You or a third party develop. You acknowledge and agree that Traction has no obligation to provide support or technical assistance directly to the Application users or You and You shall not represent to any user that Traction is available to provide such support.
    2. The support and technical assistance to users of the API Integrations developed by Traction for You will be provided in accordance with the applicable SOW between You and Traction.
  10. FEES
    1. Parties agree and acknowledge that the licence fees or other payments due under this Agreement will be as per the Order Form (where applicable) in exchange for the rights granted under this Agreement. It is acknowledged and agreed that this fee arrangement is made in consideration of the mutual covenants set forth in this Agreement, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein.
    2. Taxes. All Fees and other amounts payable under this Agreement are exclusive of taxes and similar assessments. Licensee is responsible for all harmonized sales tax (HST), provincial sales tax (PST), goods and services tax (GST), value added tax, use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, provincial, territorial or local governmental or regulatory authority on any amounts payable by Licensee hereunder, other than any taxes imposed on Traction’s income.
  11. CONFIDENTIALITY
    1. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, the APIs, and any features and other information relating to the APIs, Applications, any business or technical information including but not limited to, product plans, designs, costs, product prices and names, finances, marketing plans, business opportunities, personnel, research, development, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information, whether orally or in written, electronic, or other form or media/in written or electronic form or media, whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information“).
    2. Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party.
    3. The Parties shall protect Confidential Information from unauthorized use, access, or disclosure in the same manner that it 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.
    4. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s personnel who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder. Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent required (i) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; or (ii) to establish a Party’s rights under this Agreement, including to make required court filings.
    5. On the expiration or termination of the Agreement, the receiving Party shall promptly return to the disclosing Party all copies, whether in written, electronic, or other form or media, of the disclosing Party’s Confidential Information, or unless required by Applicable Law, destroy all such copies and certify in writing to the disclosing Party that such Confidential Information has been destroyed. Each Party’s obligations of non-disclosure with regard to Confidential Information are effective as of the Effective Date and will expire five years from the date first disclosed to the receiving Party; provided, however,with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non-disclosure will survive the termination or expiration of this Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law.
  12. DISCLAIMER OF WARRANTIESTHE API AND TRACTION MARKS ARE PROVIDED “AS IS” AND TRACTION SPECIFICALLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TRACTION SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. TRACTION MAKES NO WARRANTY OF ANY KIND THAT THE API OR MARKS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM TRACTION OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
  13. LIMITATION OF LIABILITYTO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL TRACTION BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE FOR (a) ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OR INCONNECTION WITH THIS AGREEMENT OR THE INSTALLATION OR USE OF OR INABILITY TO USE THE API OR DEFECT IN THE API OR THE SERVICES AND (b) ANY LIABILITY OF TRACTION HEREUNDER WILL IN ANY CASE NOT EXCEED $1,000 USD. ANY CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM. THE PARTIES HAVE AGREED THAT THESE LIMITATIONS WILL SURVIVE AND APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
  14. INDEMNIFICATION
    1. You agree to indemnify, defend, and hold harmless Traction and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable legal fees, arising from or relating to (a) Your use or misuse of the API or Marks, (b) Your breach of this Agreement, and (c) any representations, warranties, or commitments that you make to users or others regarding the Traction Services (d) Your Applications (other than the APIs as properly implemented in such Application) including any end user’s use thereof (e) any content or data routed into or used with the APIs by You, those acting on your behalf, or your end users. Traction shall notify You in writing as soon as reasonably practicable as to any such claim and shall provide reasonable information, cooperation and assistance in defending any such claim.
    2. Traction will defend and indemnify You against any claims, demands, suits or proceedings made or brought by a third party (“Claims”) against You to the extent based upon an allegation that the APIs, as furnished by Traction hereunder and used or resold by You within the scope of this API Agreement, infringe any copyright or any U.S. patent or trademark rights of any third party. THE FOREGOING STATES THE ENTIRE OBLIGATION OF TRACTION WITH RESPECT TO ANY ALLEGED OR ACTUAL INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS BY THE APIS. Traction will have no liability under this Section 14.2 for Your Application or any other products, services, methods, content or other elements not furnished by Traction, or your failure to implement in an Application the most recent version of the APIs furnished by Traction, or any use or resale of the APIs or Your Applications in a manner that violates this Agreement, or Traction’s applicable documentation.
    3. In the event of any Claim or potential Claim covered by Section 14.2 Traction may, in its discretion, seek to mitigate the impact of such Claim by modifying the APIs to avoid the infringement, and/or by suspending or terminating your license rights under this Agreement or any customers’ access to the Traction Services through Your Application upon reasonable notice.
    4. In the event Traction seeks indemnification or defence from You under this provision, Traction will promptly notify You in writing of the claim(s) brought against Traction for which Traction seeks indemnification or defense. Traction reserves the right, at Traction’s option and in Traction’s sole discretion, to assume full control of the defence of claims with legal counsel of Traction’s choice. You must not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by Traction or bind Traction in any manner, without Traction’s prior written consent. In the event Traction assumes control of the defence of such claim, Traction will not settle any such claim requiring payment from You without Your prior written approval.
  15. TERM AND TERMINATION
    1. This Agreement shall commence on the Effective Date and will remain in effect until terminated pursuant to this Section 13 (the, “Term”).
    2. Either party may terminate this Agreement with immediate effect with written notice to the other party for such other party’s violation of the terms of this Agreement.
    3. Traction may immediately terminate or suspend this Agreement, any rights granted herein, and Your licences under this Agreement, in Traction’s sole discretion at any time and for any reason, by providing notice to You or revoking access to the API and Traction Marks.
    4. You may terminate this Agreement for convenience for any reason or no reason upon 90 days prior written notice to Traction and by ceasing access to and use of the API and Traction’s Mark.
    5. Either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
    6. Any termination of this Agreement shall also terminate the licenses granted to You hereunder. Upon termination of this Agreement for any reason, You shall cease using the API, and either return to Traction, 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 Your possession, and shall certify to Traction that such actions have occurred. Traction may independently communicate with any Subscriber, users, other parties whose account(s) are associated with your Application and developer credentials to provide notice of the termination of your right to use an API.
    7. Any terms that by their nature are intended to continue beyond the termination or expiration of this Agreement will survive termination, including but not limited to: Sections 2, 4,6,8,11-16.
  16. GENERAL TERMS
    1. Assignment. You may not, directly or indirectly, by operation of law or otherwise, assign all or any part of this Agreement or Your rights under this Agreement or delegate performance of Your duties under this Agreement without Traction’s prior written consent, which consent will not be unreasonably withheld. Traction may, without Your consent, assign this Agreement to any Affiliate or in connection with any merger or change of control of Traction or the 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.
    2. Export Law. You agree to comply fully with all U.S. export laws and regulations to ensure that neither the APIs nor any technical data related thereto nor any direct product thereof are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.
    3. U.S Government End Users. The APIs were developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable U.S. Federal Acquisition Regulation and agency supplements thereto. Any rights in the APIs and documentation will be only those specified in this Agreement.
    4. Entire Agreement. This Agreement, together with the attached exhibits and referenced documents constitutes the entire agreement among the parties with respect to the subject matter of this Agreement. Either party’s failure to enforce at any time any provision of this Agreement does not constitute a waiver of that provision or of any other provision of this Agreement. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Order Form, (2) these API License Terms and Conditions (3) the Service Agreement (4) other referenced documentation.
    5. Severability and Interpretation. 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. In the Agreement, unless the context otherwise requires, the masculine includes the feminine and the neuter genders and the plural includes the singular and vice versa, “or” is not exclusive” and “including” is not limiting, whether or not such non-limiting language (such as “without limitation” or “but not limited to”) is used with reference to it, and modifications to the provisions of the Agreement may be made accordingly as the context requires. The headings used in the Agreement are for convenience and reference only and shall not affect the construction or interpretation of this Agreement.
    6. Party Relationship. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the parties.
    7. Notices. All legal notices will be in writing and addressed to the attention of the other party’s General Counsel (or chief legal officer) of its Legal Department unless notified otherwise. All notices shall be in English and shall be effective upon actual receipt, except for notices sent by e-mail or other electronic means, which shall be deemed to have been received the day after such notices are sent. All legal notices to Traction Guest shall be sent to legal@tractionguest.com along with a hard copy to #201 – 3292 Production Way, Burnaby, B.C. V5A 4R4.
    8. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the province of British Columbia and the parties agree to attorn to the exclusive jurisdiction of British Columbia. You hereby expressly agree to submit to the exclusive personal jurisdiction of this jurisdiction for the purpose of resolving any dispute relating to this Agreement or access to or use of the Services by You, Authorized Users or End Users.
    9. Counterparts. This Agreement may be executed in counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument. The parties agree use of electronic signatures for execution of contract documents.
    10. THE PARTIES ACKNOWLEDGE THAT THEY HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY ITS TERMS
  17. DEFINITIONSFor purposes of this Agreement, capitalized terms shall have the meanings set forth below. Capitalized terms utilized in this Agreement and not defined have the meaning set forth in the Traction Terms and Conditions, available at www.tractionguest.com/tos or such other applicable agreement between You and Traction relating to its access to and use of the Services (“Service Agreement”).

API: means the application programming interfaces developed, made available and enabled by Traction that permit Subscriber to access certain functionality provided by the Services, including, without limitation, the REST API that enables the interaction with the Services automatically through HTTP requests and the application development API that enables the integration of the Services with other web applications.

Applications: mean web or other software services or applications developed by Licensee directly or on its behalf that utilize or interact with the API.

Applicable Law: means any local, state, provincial, federal and foreign laws or orders of any governmental or regulatory authority applicable to the provision of the services herein and Your use thereof, including without limitation data protection and privacy laws regarding the import or export of data or software.

Authorized Users: means Subscriber’s employees, consultants, contractors, agents and anyone that has access and use of the Services under the rights granted to them pursuant to a Service Agreement

End-User: means any person or entity other than Subscriber or Authorized Users with whom Subscriber, its Authorized Users, interact while using the Service.

Entity: means a company, organization or another legal entity

Feedback: means suggestions, comments, questions enhancement requests, recommendations or other feedback Traction receives from You, your end users, Subscribers.

HIPAA: means the Health Insurance Portability and Accountability Act

Intellectual Property: means all systems, applications, software code (in any form, including source code, executable or object code), algorithms, tool-kits, technology, widgets, formulae, programs, concepts, databases, designs, diagrams, documentation, drawings, charts, ideas, inventions (whether or not such inventions are patentable), know-how, trademarks (whether registered or not), brand names, logos, slogans, methods, techniques, models, procedures, and processes.

Intellectual Property Rights or “IPR”: means all copyrights, moral rights, rights associated with works of authorship, trademark rights, trade name rights, trade secret rights, patent and industrial property rights (whether registered or not), and other proprietary rights, in Intellectual Property.

Internal Use: means the use of the API in connection with Licensee’s subscription to a Service for Licensee’s internal business purposes in accordance with a Service Agreement.

Licensee Marks: means Licensees Application name(s) and associated logos names, trademarks, branding and logos.

Marks: mean Traction Guest and Traction’s other product and service names, trademarks, service marks, branding and logos made available for use in connection with the APIs pursuant to this Agreement.

Privacy Policy: means the Privacy Policy found www.tractionguest.com/privacy

Publish/Published/Publishing: means the making of any Application available to any Subscriber other than Licensee or for any purpose other than for use by Licensee as a Subscriber for Internal Use.

Services: means the Traction Guest software and associated services that are provided by Traction as part of the purchased services under a Services Agreement; and expressly excludes the Application, third-party software, or similar technology.

Service Data: means the confidential information, Personal Information, or any other data of a Subscriber, Authorised User and/or End User from use of the Services.

Subscriber: means and refers to an Entity that has entered into a Service Agreement for use of Traction Services.

Updates: means any updates, bug fixes, patches, or other error corrections to the API that Traction generally makes available free of charge to all licensees of the API.

Last updated on October 16, 2020.