Permissible uses, restrictions, and the rights of developers on our API's
Last Modified: March 24, 2024
Thanks for choosing to use Resident’s APIs, developer tools, and associated software (collectively, the “APIs”). By accessing or using the APIs, you are entering into a legally binding agreement with Resident that is governed by the terms below as they may be revised from time to time and by any applicable policies and guidelines (collectively, the “Terms”).
1. Definitions
“App” means a software application, website, product, service, or integration between products and services you create using the APIs.
“Content” means any data or content accessed via the APIs.
“Developer Credentials” means any passwords, keys, tokens, or other access credentials that allow you to access the APIs or Content.
“We", "us", “our”, or “Resident” means Baseline Telematics Inc.
“You” and “your” means the party, other than Resident, agreeing to these Terms and using the APIs
2. Registering for the APIs
2.1 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 us, or (b) you are a person barred from using or receiving the APIs under the applicable laws of the United States or other countries including the country in which you are resident or from which you use the APIs.
2.2 Use on Entity’s Behalf
If you are using the APIs on behalf of a company or other entity, you represent and warrant that you have full legal authority to bind it to these Terms. You acknowledge that all references to “you” in the Terms refer to that entity.
2.3 Use by End Users
You will require your end users to comply with the Terms and all applicable laws.
2.4 Updating Your Information
When registering for the APIs, you may be required to submit information about yourself. All registration information you provide must be accurate and up to date at all times. You will inform us promptly of any updates.
3. Use of the APIs & API Data
3.1 Access to APIs
Subject to these Terms, we grant you a non-exclusive, non-transferable, revocable right, without the right of sublicense, to access and use the APIs. We do not acquire ownership in your App, and by using the APIs, you do not acquire ownership of any rights in the APIs or the Content.
3.2 Permitted Uses
You will comply with all applicable laws (including laws regarding the import or export of data or software, privacy laws, and local laws). You may only access those APIs for which we provide documentation. You will comply with our API Usage Guidelines.
3.3 Limits and Restrictions
We set and enforce limits on your use of the APIs in our sole discretion and may change the limits at any time by revising the API Usage Guidelines or our Pricing Page. You will not attempt to circumvent the limitations documented in the API Usage Guidelines. You will not engage in any deceptive, misleading, illegal or unethical activities, or activities that otherwise may be detrimental to the APIs, us, our customers, or the public. You will not create an App that (a) recreates a core functionality of, or replaces, any Resident product or service in such a way as to cause us reputational or financial damage, (b) caches or stores any Content other than for reasonable periods in order to provide your app to Resident customers, or (c) aggregates retrieved Content with third party content in such a way that an end user cannot attribute the Content to us. You will not collect, store, or share Resident account passwords. You will not copy, reformat, reverse-engineer, or otherwise modify the APIs or any Resident product or service.
3.4 Privacy Policy
By Using our APIs you agree that Resident may use submitted information in accordance with our Privacy Policy.
3.5 Obtaining Permission
You must obtain express permission from each Resident customer before you access their Resident account or data through your App. You must also obtain express permission from each customer before you share their data with any third parties. Your App must include a prominently identified privacy policy that covers what information you collect and how it will be used, stored, or shared and a user agreement that governs your provision of the App. Content accessible through the 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. To the extent that you submit any content via the APIs, you give us a perpetual, irrevocable, worldwide, sublicensable, royalty-free, and non-exclusive license to use that content for the purpose of providing the APIs.
3.6 Security
You will always use and have in effect, appropriate administrative, physical, and technical safeguards that (a) meet or exceed industry standards with respect to the sensitivity of the data you are accessing or providing; (b) are compliant with applicable laws and regulations (including data security and privacy laws and regulations), and (iii) are designed to prevent unauthorized access, use, processing, storage, destruction, loss, alteration, disclosure of personal data. . You will keep all Developer Credentials that we issue to you confidential. You will work with us to immediately correct any security deficiency, and will immediately disconnect any intrusions or intruder. If your App experiences a security deficiency or intrusion, you will coordinate with us on any public statements (e.g. press, blog posts, social media, etc.) before publication.
3.7 Deletion
You must promptly delete all Content collected with the consent of a user of your App, including all tokens, upon request by that user or if that user closes their account with you. You must immediately delete all Content if we terminate your use of the APIs, except when doing so would cause you to violate any law or obligation imposed by a governmental authority.
3.8 Monitoring
You agree that we may monitor your use of the APIs to ensure quality, improve our products and services, and verify your compliance with the Terms. Youƒdat agree to assist us with this monitoring by providing us with information about your App and storage of Content, which may also include access to your App and other materials related to your use of the APIs. If you do not demonstrate full compliance with these Terms, we may restrict or terminate your access to the APIs without notice to you.
4. Rights We Reserve
At any point in the future, we reserve the right to do any of the following: charge fees for access to any of the APIs, offer or cease to offer support for the APIs, modify the APIs and require you to use those subsequent versions, require you to use the API in a different manner, deprecate any API in our sole discretion, or independently develop products or services that may compete with your Apps or other products and services.
If we determine that your use of the APIs or Developer Credentials is against the interests of us or our customers, we reserve the right to deactivate any Developer Credentials you have obtained from them, block your IP address, or otherwise block your use of the APIs.
5. Branding, Publicity, and Feedback
a. Branding. You grant to us all necessary rights to produce and distribute incidental depictions, including screenshots, video, or other content from your App, as well as to use your company or product names and logos, in order to promote, market, and demonstrate the APIs and associated Resident products. During the term of this Agreement, you may use our trademarks as long as you follow the usage requirements in this section. You must: (i) only use the images of our trademarks that we make available to you, without altering them in any way; (ii) only use our trademarks in connection with your App; and (iii) immediately comply if we request that you discontinue use. You must not: (i) use our trademarks in a misleading or disparaging way; (ii) use our trademarks in a way that implies we endorse, sponsor or approve of your services or products; or (iii) use our trademarks in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.
b. Feedback. We encourage all users to comment on the APIs, provide suggestions for improving them, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the APIs, without payment to you.
6. Term & Termination
These Terms will apply for as long as you use the APIs, until terminated. You may terminate these Terms by discontinuing use of the APIs. We may suspend or terminate your use of all or any of the APIs for any reason and at any time, without liability or other obligation to you.
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 our trademarks, and delete any cached or stored Content. We may independently communicate with any customer whose account(s) are associated with your App and Developer Credentials to provide notice of the termination of your right to use an API.
7. Disclaimers & Limitations of Liability
7.1 Warranties
WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE APIS OR THE CONTENT FOR ANY PURPOSE. APIS MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE APIS AND CONTENT ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE APIS AND CONTENT INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
7.2 No Indirect Damages
TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.
7.3 Limitation of Liability
IF, NOTWITHSTANDING THE OTHER TERMS OF THIS AGREEMENT, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE AMOUNT, IF ANY, YOU PAID US TO USE THE APPLICABLE APIS DURING THE SIX MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY
8. Indemnification
You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an "Action") brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of: (a) your use of the APIs; (b) your violation of these Terms;(c) your violation of applicable privacy laws or regulations; or (d) the violation of any copyright, trademark, service mark, trade secret or United States patent by your App or brand features. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you (at your expense) with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
9. General
9.1 Amendment
No Waiver. We may update and change any part or all of these Terms, including fees associated with the use of the APIs. The updated Terms will become effective and binding on the next business day after they are posted. When we change these Terms, the "Last Modified" date above will be updated to reflect the date of the most recent version. We encourage you to review these Terms periodically. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
9.2 Applicable Law
This Agreement shall be governed by the laws of the Commonwealth of Massachusetts, without regard to the conflict of laws provisions thereof. In the event either of us initiates an action in connection with this Agreement or any other dispute between the parties, the exclusive venue and jurisdiction of such action shall be in the state and federal courts in Boston, Massachusetts.
9.3 Force Majeure
Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
9.4 Relationship of the Parties
You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.
9.5 Compliance with Laws
We will comply with all applicable Canadian provincial and federal laws, all applicable U.S. state,federal laws, and international laws in our provision of the APIs. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request. You will comply with all applicable laws in your use of the APIs and Content, including any applicable export laws. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the APIs or Content to prohibited countries or individuals or permit use of the APIs or Content by prohibited countries or individuals.
9.6 Severability
If any part of these Terms is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms will continue in effect.
9.7 Notices
Notice shall be sent to the contact address set forth herein (as such may be changed by notice given to the other party), and shall be deemed delivered as of the date of actual receipt. To Resident: Baseline Telematics Inc., 324 Chemin du Tour, Laval (Quebec) Canada H7Y 1S5., Attention: General Counsel. To you: your address as provided in our account information for you. Resident may give electronic notices specific to you by email to your e-mail addresses on record in our account information for you.
9.8 Entire Agreement
These Terms are the entire agreement between us for APIs and supersede all other proposals and agreements, whether electronic, oral or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of the APIs or dependent on any oral or written public comments made by us regarding future functionality or features of the APIs.
9.9 Assignment
You may not assign or transfer this Agreement, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or by operation of law, without our prior written consent, which will not be unreasonably withheld. We may assign this Agreement to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or by operation of law.
9.10 No Third Party Beneficiaries
Nothing in this Agreement, express or implied, is intended to or shall confer upon any third party person or entity any right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
9.11 Survival
The following sections shall survive the expiration or termination of this Agreement: ‘Security’; ‘Deletion’; ‘Rights We Reserve’; ‘Branding, Publicity, and Feedback’; ‘Term; Termination’; ‘Disclaimers; Limitations of Liability’; ‘Indemnification’; and ‘General’.
9.12 Injunctive Relief
You acknowledge that the unauthorized use or disclosure of the Content or any Developer Credentials may cause irreparable harm to us or our customers. Accordingly, you agree that we will have the right to obtain an immediate injunction against any breach or threatened breach of these Terms, as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach.