Thank you for using Avanti Software’s APIs, other developer services, and associated software (collectively, “APIs”). By accessing or using our APIs, you are agreeing to the terms below, the SaaS Subscription Terms (the “SaaS Terms”) and any additional terms applicable to a given API. If there is a conflict between these terms, the SaaS Terms and any additional terms applicable to a given API, the following order of precedence will apply in descending order of priority: (1) the SaaS Terms; (2) the additional terms; and (3) these terms. Collectively, we refer to the terms below, the “SaaS Terms”, any additional terms (which may include without limitation terms within the accompanying API documentation, and any applicable policies and guidelines) as the “Terms.” You agree to comply with the Terms and that the Terms control your relationship with us. So please read all the Terms carefully.
Under the Terms, “Avanti” means Avanti Software Inc., with offices at 140 10 Ave SE #900, Calgary, Alberta T2G 0R1, unless set forth otherwise in additional terms applicable for a given API. We may refer to “Avanti” as “we”, “our”, or “us” in the Terms.
Section 1: Account and Registration
a. Accepting the Terms
You may not use the APIs and may not accept the Terms if (a) you are not of legal age to form a binding contract with Avanti, or (b) you are a person barred from using or receiving the APIs under the applicable laws of the Canada or other countries including the country in which you are resident or from which you use the APIs.
b. Entity Level Acceptance
If you are using the APIs on behalf of an entity, you represent and warrant that you have authority to bind that entity to the Terms and by accepting the Terms, you are doing so on behalf of that entity (and all references to “you” in the Terms refer to that entity).
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 your continued use of the APIs. Any registration information you give to Avanti will always be accurate and up to date and you’ll inform us promptly of any updates.
d. Subsidiaries and Affiliates
Avanti has subsidiaries and affiliated legal entities around the world. These companies may provide the APIs to you on behalf of Avanti and the Terms will also govern your relationship with these companies.
Section 2: Using Our APIs
a. Your End Users
You will require your end users to comply with (and not knowingly enable them to violate) applicable law, regulation, and the Terms.
b. Compliance with Law, Third Party Rights, and Other Avanti Terms of Service
You will comply with all applicable law, regulation, and third-party rights (including without limitation laws regarding the import or export of data or software, privacy, and local laws). You will not use the APIs to encourage or promote illegal activity or violation of third party rights. You will not violate any other terms of service with Avanti (or its affiliates).
c. Permitted Access
You will only access (or attempt to access) an API by the means described in the documentation of that API. If Avanti assigns you developer credentials (e.g. client IDs), you must use them with the applicable APIs. You will not misrepresent or mask either your identity or your API Client’s identity when using the APIs or developer accounts.
d. API Limitations
Avanti sets and enforces limits on your use of the APIs (e.g. limiting the number of API requests that you may make or the number of users you may serve), in our sole discretion. You agree to, and will not attempt to circumvent, such limitations documented with each API. If you would like to use any API beyond these limits, you must obtain Avanti’s express consent (and Avanti may decline such request or condition acceptance on your agreement to additional terms and/or charges for that use). To seek such approval, contact the Avanti team.
e. Open Source Software
Some of the software required by or included in our APIs may be offered under an open source license. Open source software licenses constitute separate written agreements. For certain APIs, open source software is listed in the documentation. To the limited extent the open source software license expressly supersedes the Terms, the open source license instead sets forth your agreement with Avanti for the applicable open source software.
f. Communication with Avanti
We may send you certain communications in connection with your use of the APIs. Please review the applicable API documentation for information about opting out of certain types of communication.
If you provide feedback or suggestions about our APIs, then we (and those we allow) may use such information without obligation to you.
The Terms are non-exclusive. You acknowledge that Avanti may develop products or services that may compete with the API Clients or any other products or services.
Section 3: Your API Clients
a. API Clients and Monitoring
The APIs are designed to help you enhance your applications (“API Client(s)”). You agree that Avanti may monitor use of the APIs to ensure quality, improve Avanti products and services, and verify your compliance with the terms. This monitoring may include Avanti accessing and using your API Client, for example to identify security issues that could affect Avanti or its users. You will not interfere with this monitoring. Avanti may use any technical means to overcome such interference. Avanti may suspend access to the APIs by you or your API Client without notice if we reasonably believe that you are in violation of the Terms.
You will use commercially reasonable efforts to protect user information collected by your API Client, including personally identifiable information (“PII”), from unauthorized access or use and will promptly report to your users any unauthorized access or use of such information to the extent required by applicable law.
Avanti does not acquire ownership in your API Clients, and by using our APIs, you do not acquire ownership of any rights in our APIs or the content that is accessed through our APIs.
d. User Privacy and API Clients
Section 4: Prohibitions and Confidentiality
a. API Prohibitions
When using the APIs, you may not (or allow those acting on your behalf to):
Sublicense an API for use by a third party. Consequently, you will not create an API Client that functions substantially the same as the APIs and offer it for use by third parties.
Perform an action with the intent of introducing to Avanti products and services any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature.
Defame, abuse, harass, stalk, or threaten others.
Interfere with or disrupt the APIs or the servers or networks providing the APIs.
Promote or facilitate unlawful online gambling or disruptive commercial messages or advertisements.
Reverse engineer or attempt to extract the source code from any API or any related software, except to the extent that this restriction is expressly prohibited by applicable law.
Use the APIs for any activities where the use or failure of the APIs could lead to death, personal injury, or environmental damage (such as the operation of nuclear facilities, air traffic control, or life support systems).
Use the APIs to process or store any data that is subject to the Export and Import Permits Act (RSC, 1985, c E-19), as amended from time to time.
Remove, obscure, or alter any Avanti terms of service or any links to or notices of those terms.
Unless otherwise specified in writing by Avanti, Avanti does not intend use of the APIs to create obligations under the Canadian personally identifiable health information legislation and makes no representations that the APIs satisfy these requirements. You will not use the APIs for any purpose or in any manner involving transmitting protected health information to Avanti unless you have received prior written consent to such use from Avanti.
b. Confidential Matters
Developer credentials (such as passwords, keys, and client IDs) are intended to be used by you and identify your API Client. You will keep your credentials confidential and make reasonable efforts to prevent and discourage other API Clients from using your credentials. Developer credentials may not be embedded in open source projects.
Our communications to you and our APIs may contain Avanti confidential information. Avanti confidential information includes any materials, communications, and information that are marked confidential or that would normally be considered confidential under the circumstances. If you receive any such information, then you will not disclose it to any third party without Avanti’s prior written consent. Avanti confidential information does not include information that you independently developed, that was rightfully given to you by a third party without confidentiality obligation, or that becomes public through no fault of your own. You may disclose Avanti confidential information when compelled to do so by law if you provide us reasonable prior notice, unless a court orders that we not receive notice.
Section 5: Content
a. Content Accessible Through our APIs
Our APIs contain some third party content (such as text, images, videos, audio, or software). This content is the sole responsibility of the person that makes it available. We may sometimes review content to determine whether it is illegal or violates our policies or the Terms, and we may remove or refuse to display content. Finally, content accessible through our APIs may be subject to intellectual property rights, and, if so, you may not use it unless you are licensed to do so by the owner of that content or are otherwise permitted by law. Your access to the content provided by the API may be restricted, limited, or filtered in accordance with applicable law, regulation, and policy.
b. Submission of Content
Some of our APIs allow the submission of content. Avanti does not acquire any ownership of any intellectual property rights in the content that you submit to our APIs through your API Client, except as expressly provided in the Terms. For the sole purpose of enabling Avanti to provide, secure, and improve the APIs (and the related service(s)) and only in accordance with the applicable Avanti privacy policies, you give Avanti a perpetual, irrevocable, worldwide, sublicensable, royalty-free, and non-exclusive license to Use content submitted, posted, or displayed to or from the APIs through your API Client. “Use” means use, host, store, modify, communicate, and publish. Before you submit content to our APIs through your API Client, you will ensure that you have the necessary rights (including the necessary rights from your end users) to grant us the license.
c. Retrieval of Content
When a user’s non-public content is obtained through the APIs, you may not expose that content to other users or to third parties without explicit opt-in consent from that user.
d. Data Portability
Avanti supports data portability. For as long as you use or store any user data that you obtained through the APIs, you agree to enable your users to export their equivalent data to other services or applications of their choice in a way that’s substantially as fast and easy as exporting such data from Avanti products and services, subject to applicable laws, and you agree that you will not make that data available to third parties who do not also abide by this obligation.
e. Prohibitions on Content
Unless expressly permitted by the content owner or by applicable law, you will not, and will not permit your end users or others acting on your behalf to, do the following with content returned from the APIs:
Scrape, build databases, or otherwise create permanent copies of such content, or keep cached copies longer than permitted by the cache header;
Copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display, or sublicense to any third party;
Misrepresent the source or ownership; or
Remove, obscure, or alter any copyright, trademark, or other proprietary rights notices; or falsify or delete any author attributions, legal notices, or other labels of the origin or source of material.
Section 6: Brand Features; Attribution
a. Brand Features
“Brand Features” is defined as the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party. Except where expressly stated, the Terms do not grant either party any right, title, or interest in or to the other party’s Brand Features. All use by you of Avanti’s Brand Features (including any goodwill associated therewith) will inure to the benefit of Avanti.
You agree to display any attribution(s) required by Avanti as described in the documentation for the API. Avanti hereby grants to you a nontransferable, nonsublicenseable, nonexclusive license while the Terms are in effect to display Avanti’s Brand Features for the purpose of promoting or advertising that you use the APIs. You must only use the Avanti Brand Features in accordance with the Terms and for the purpose of fulfilling your obligations under this Section. In using Avanti’s Brand Features, you must follow any Avanti policies and guidelines that may be in place from time to time. You understand and agree that Avanti has the sole discretion to determine whether your attribution(s) and use of Avanti’s Brand Features are in accordance with the above requirements and guidelines.
You will not make any statement regarding your use of an API which suggests partnership with, sponsorship by, or endorsement by Avanti without Avanti’s prior written approval.
d. Promotional and Marketing Use
In the course of promoting, marketing, or demonstrating the APIs you are using and the associated Avanti products, Avanti may produce and distribute incidental depictions, including screenshots, video, or other content from your API Client, and may use your company or product name. You grant us all necessary rights for the above purposes.
Section 7: Privacy and Copyright Protection
a. Avanti Privacy Policies
b. Avanti Copyright Policy
We provide information to help copyright holders manage their intellectual property online, but we can’t determine whether something is being used legally or not without their input. We respond to notices of alleged copyright infringement and will take actions we deem appropriate in response to such notices, which may include without limitation terminating accounts of repeat infringers. If you think somebody is violating your copyrights, notify the Avanti team.
Section 8: Termination
You may stop using our APIs at any time with or without notice. Further, if you want to terminate the Terms, you must provide Avanti with prior written notice and upon termination, cease your use of the applicable APIs. Avanti reserves the right to terminate the Terms with you or discontinue the APIs or any portion or feature or your access thereto for any reason and at any time without liability or other obligation to you.
b. Your Obligations Post-Termination
Upon any termination of the Terms or discontinuation of your access to an API, you will immediately stop using the API, cease all use of the Avanti Brand Features, and delete any cached or stored content that was permitted by the cache header under Section 5. Avanti may independently communicate with any account owner whose account(s) are associated with your API Client and developer credentials to provide notice of the termination of your right to use an API.
c. Surviving Provisions
When the Terms come to an end, those terms that by their nature are intended to continue indefinitely will continue to apply, including but not limited to: Sections 4b, 5, 8, 9, and 10.
Section 9: Liability for our APIs
EXCEPT AS EXPRESSLY SET OUT IN THE TERMS, NEITHER AVANTI NOR ITS SUPPLIERS OR DISTRIBUTORS MAKE ANY SPECIFIC PROMISES ABOUT THE APIS. FOR EXAMPLE, WE DON’T MAKE ANY COMMITMENTS ABOUT THE CONTENT ACCESSED THROUGH THE APIS, THE SPECIFIC FUNCTIONS OF THE APIS, OR THEIR RELIABILITY, AVAILABILITY, OR ABILITY TO MEET YOUR NEEDS. WE PROVIDE THE APIS “AS IS”.
SOME JURISDICTIONS PROVIDE FOR CERTAIN WARRANTIES, LIKE THE IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. EXCEPT AS EXPRESSLY PROVIDED FOR IN THE TERMS, TO THE EXTENT PERMITTED BY LAW, WE EXCLUDE ALL WARRANTIES, GUARANTEES, CONDITIONS, REPRESENTATIONS, AND UNDERTAKINGS.
b. Limitation of Liability
WHEN PERMITTED BY LAW, AVANTI, AND AVANTI’S SUPPLIERS AND DISTRIBUTORS, WILL NOT BE RESPONSIBLE FOR LOST PROFITS, REVENUES, OR DATA; FINANCIAL LOSSES; OR INDIRECT, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES.
TO THE EXTENT PERMITTED BY LAW, THE TOTAL LIABILITY OF AVANTI, AND ITS SUPPLIERS AND DISTRIBUTORS, FOR ANY CLAIM UNDER THE TERMS, INCLUDING FOR ANY IMPLIED WARRANTIES, IS LIMITED TO THE AMOUNT YOU PAID US TO USE THE APPLICABLE APIS (OR, IF WE CHOOSE, TO SUPPLYING YOU THE APIS AGAIN) DURING THE SIX MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY.
IN ALL CASES, AVANTI, AND ITS SUPPLIERS AND DISTRIBUTORS, WILL NOT BE LIABLE FOR ANY EXPENSE, LOSS, OR DAMAGE THAT IS NOT REASONABLY FORESEEABLE.
Unless prohibited by applicable law, if you are a business, you will defend and indemnify Avanti, and its affiliates, directors, officers, employees, and users, against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding to the extent arising from:
- your misuse or your end user’s misuse of the APIs;
- your violation or your end user’s violation of the Terms; or
- any content or data routed into or used with the APIs by you, those acting on your behalf, or your end users.
Section 10: General Provisions
We may modify the Terms or any portion to, for example, reflect changes to the law or changes to our APIs. You should look at the Terms regularly. We’ll post notice of modifications to the Terms within the documentation of each applicable API, to this website, and/or in the Avanti application. Changes will not apply retroactively and will become effective no sooner than 30 days after they are posted. But 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 Terms for an API, you should discontinue your use of that API. Your continued use of the API constitutes your acceptance of the modified Terms.
c. General Legal Terms
We each agree to contract in the English language. If we provide a translation of the Terms, we do so for your convenience only and the English Terms will solely govern our relationship. The Terms do not create any third party beneficiary rights or any agency, partnership, or joint venture. Nothing in the Terms will limit either party’s ability to seek injunctive relief. We are not liable for failure or delay in performance to the extent caused by circumstances beyond our reasonable control. If you do not comply with the Terms, and Avanti does not take action right away, this does not mean that Avanti is giving up any rights that it may have (such as taking action in the future). If it turns out that a particular term is not enforceable, this will not affect any other terms. The Terms are the entire agreement between you and Avanti relating to its subject and supersede any prior or contemporaneous agreements on that subject.
For information about how to contact Avanti, please visit our contact page.
The Terms are governed and interpreted pursuant to the laws of the Province of Alberta and the federal laws of Canada applicable therein. We each hereby submit to the non-exclusive jurisdiction of the courts of Alberta. The foregoing will not limit Avanti’s right to seek equitable relief and/or enforce the Terms in any other jurisdiction if reasonably necessary or advisable in our sole discretion.