Terms of Use

Please read these terms carefully before accessing the Developer Portal and using the iQmetrix Platform made available by iQmetrix Software Development Corp. (if you are located in Canada) or by iQmetrix USA Inc. (if you are located outside of Canada) (“we”, “us”, “our”, or “iQmetrix”).

These terms of use (“Terms”) are between you (“you”) (the developer/user, and/or the organization you represent—being an iQmetrix Subscriber, Partner, or an entity interested in receiving iQmetrix services) and us.

1. Acceptance of Terms

We invite you to review, download and use our tools and documentation on this site, the Developer Portal, or as may be otherwise provided to you to access the iQmetrix Platform. This invitation is subject to your review and agreement with these Terms and, if applicable, your payment of fees (“Fees”) to iQmetrix. Accessing the Developer Portal and using the iQmetrix Platform constitute acceptance of these Terms. If you are accessing the Developer Portal and/or using the iQmetrix Platform on behalf of an organization, you represent and warrant that you have authority to bind the organization and agree to these Terms on behalf of the organization.

2. Definitions

3. Intellectual Property

Except as otherwise indicated herein, we reserve all rights, title and interest in and to all intellectual property rights (including all patent, trademark, copyright, trade secret, and other proprietary rights) subsisting in the Developer Portal, iQmetrix Marks, the iQmetrix Platform (including its documentation and specifications), and all other iQmetrix technology or services.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sub-licensable, revocable right (“Licence”) to access and utilize the Developer Portal and/or the iQmetrix Platform. This right shall include the right to (a) access, transmit and store data available via APIs, as well as to aggregate data with your proprietary information and third party information, to the extent necessary to format and display it through the Application; and (c) retain, use and display any included iQmetrix Mark to identify that the data originates from the iQmetrix Platform (subject to such use and display being subject to review by iQmetrix, and you agreeing to modify any such use and display in accordance with instructions from iQmetrix).

4. Disclaimer of Warranty and Liabilities

The iQmetrix Platform and the Developer Portal are provided “as-is”, exclusive of any warranty whatsoever. We disclaim all implied warranties, including any implied warranties of merchantability and fitness for a particular purpose. In no event shall we have any liability hereunder to you for any damages whatsoever, including but not limited to direct, indirect, special, incidental, punitive, or consequential damages, or damages based on lost profits, data or use, however caused and, whether in contract, tort or under any other theory of liability, whether or not you have been advised of the possibility of such damages.

5. Other Agreements

If you are or become a licensed user of iQmetrix software or services, either as a subscriber (“Subscriber”) or partner (“Partner”) and you have existing agreement(s) (“Existing Agreements”) in place with iQmetrix, these Terms shall supplement the Existing Agreements.

In the event of any conflict between these Terms and the Existing Agreements, the Existing Agreements will take precedence to the extent of such conflict.

6. Restrictions on Use

7. Comments and Feedback

You hereby grant iQmetrix or its designated affiliate a royalty-free, worldwide, transferable, sub-licensable (through multiple tiers of distribution), irrevocable and perpetual licence to incorporate into the Developer Portal, iQmetrix Platform, or any of the other products or services offered by iQmetrix and its affiliates, or otherwise use any suggestions, enhancement requests, recommendations or other feedback (“Feedback”) iQmetrix receives from you without any further permissions or notifications to you. You represent and warrant that (i) you either are the sole and exclusive owner of all Feedback or that you have all rights, licences, consents and releases necessary to grant us the foregoing licence; and (ii) neither the Feedback, nor the uploading, publishing or posting of Feedback, nor our use of Feedback will infringe, misappropriate or violate a third party’s intellectual property or proprietary rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.

8. Indemnity

You agree to indemnify and hold us harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) arising out of your use or misuse of the Developer Portal and/or the iQmetrix Platform, violation of these Terms, or breach of the representations, warranties, and covenants made by you. We reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding upon becoming aware of it.

9. Monitoring Usage

10. Enforcement of Terms

We may enforce these Terms without notice if we determine you are violating these Terms, either you or we suffer a security breach, your Application is negatively impacting the iQmetrix Platform, or you are in violation of any payment terms you have with iQmetrix.

Enforcement may include any action we deem appropriate, including but not limited to:

11. Data Use and Protection

12. Support

You are solely responsible for providing all support and technical assistance to Application end-users. You acknowledge and agree that iQmetrix has no obligation to provide support or technical assistance to Application users and you shall not represent to any such users that iQmetrix is available to provide such support. You agree to use commercially reasonable efforts to provide reasonable support to Application users.

13. Privacy

Except when necessary to enhance the performance of your App and its functionality, you shall not cache any content retrieved from the iQmetrix Platform.

14. Modification

15. Termination

We may terminate these Terms by notifying you or by terminating your ability to access the Developer Portal and/or use the iQmetrix Platform. You may terminate these Terms by notifying us and ceasing use of the Developer Portal and/or iQmetrix Platform.

16. General

If you are in the US, these Terms will be governed by and construed in accordance with the laws of the State of Delaware. If you are in Canada, these Terms will be governed by and construed in accordance with the laws of the Province of British Columbia and Canada.

ATTACHMENT 1 – API POLICIES

Access

To access and use the iQmetrix Platform and APIs, you (the developer/user, Subscriber, Partner, and/or the organization, Subscriber or Partner you represent) must obtain Access Credentials from iQmetrix.

Access Credentials are the necessary keys, client secrets, client IDs, usernames, passwords, tokens and other identifiers required to access the iQmetrix Platform.

Access Credentials will enable iQmetrix to associate your API activity and will be used for metering API usage and billing as applicable. All activities that occur using your Access Credentials are your responsibility regardless of whether such activities are undertaken by you or a third party on your behalf. Keep them secret. Do not sell, transfer, sublicense or otherwise disclose them.

You agree to notify iQmetrix immediately if you believe that your Access Credentials have been compromised. Our responsibility as an API provider is to revoke access associated with those credentials within a reasonable timeframe once notified.

iQmetrix reserves the right to revoke Access Credentials if you fail to comply with the Terms, any Existing Agreement, or these policies.

You may only access the API in the way set out in our instructions, and you are not entitled to gain unauthorized access to, disturb or deactivate the API. You furthermore undertake not to introduce viruses, worms, Trojan horses or other forms of malware in the API. Your Access Credentials will be provided to you in an onboarding package supplied to you from iQmetrix. Please note that these credentials are provided in plain-text by email from iQmetrix to you, it is your responsibility to ensure the representatives of your organization receiving this onboarding package have the necessary authority to access these Access Credentials and that they have read and understood the obligations associated with them as per the Terms and these policies.

Demo Environment

iQmetrix provides a demo environment that you may use for developing and testing Applications consuming iQmetrix APIs before deploying them into production.

A demo environment is isolated from production. Operations performed in your demo environment do not affect your production data, and conversely.

iQmetrix does not offer a SLA or contractual uptime agreement for the demo environment. We make our best effort to avoid downtime or unexpected changes, but we have no liability should either of these occur in the demo environment.

API calls in the demo environment may be billable as specified in your Existing Agreement(s) with iQmetrix.

Usage limitations are not guaranteed to be identical across environments and iQmetrix reserves the right to change such technical and policy-implemented limitations at any time and without notice unless you have an Existing Agreement.

Onboarding

iQmetrix offers the following onboarding services to an iQmetrix Platform user:

iQmetrix does not provide project management, development or quality assurance services to a Subscriber as part of the standard onboarding package.

Usage Limitation

You will respect and comply with the technical and policy-implemented limitations of the iQmetrix Platform in designing and implementing Applications. You shall not violate or attempt to circumvent any explicit rate limitations on calling or otherwise utilizing the iQmetrix Platform.

iQmetrix may use technical means to prevent over usage and/or stop usage of the iQmetrix Platform if an Application exceeds such limitations. iQmetrix reserves the right to change such technical and policy-implemented limitations, and if you have an Existing Agreement, iQmetrix will provide you notice of such change.

iQmetrix will maintain rate limitations and technical implementation details on the iQmetrix Developer Portal.

Versioning

iQmetrix guarantees that Breaking Changes to an existing API will trigger a release of a new version. We do not commit to backward compatibility across API versions.

iQmetrix reserves the right to make Non-Breaking backward compatible changes to an API without prior notification to you and does not take any responsibility for breaking any existing Application.

iQmetrix is not responsible for inadvertent Breaking Changes – that is, if you use the APIs in a non-documented way and we make a change that breaks your integration, that is not our responsibility.

The API version shows in the URLs of the endpoints; for example, /v1.

Non-Breaking Changes

Non-Breaking Changes” include but are not limited to:

Breaking Changes

Breaking Changes” include but are not limited to:

Deprecation

iQmetrix reserves the right to, based on our reasonable assessment and providing notice to you, permanently or temporarily discontinue any API in part or entirety.

Data Caching and Retention

You may cache data received using the API to improve an Application and/or a user’s experience thereof, but you should try to keep the data up to date.

iQmetrix is not liable for any issues that may occur with Applications caused by inappropriately implemented caching policies. You have the sole responsibility to ensure that your data is current and accurate enough to meet your needs. iQmetrix accepts no liability in this regard. We recommend that you do not cache any data for more than 30 days as a caching best practice.

iQmetrix may publish specific caching policies to our Developer Portal from time to time that you must comply with as per requested.

Billing

APIs have usage monitoring enabled and, in many cases, billings based on the volume of API calls. Therefore, it is important to decide how to treat API calls that fail and how that affects billing.

An API call can fail for one of three reasons:

  1. The API client does something wrong
  2. An iQmetrix API does something wrong
  3. A combination of the API client and iQmetrix API results in a failed call

The general billing principle is that when an API receives an API call, then it is recorded as a legitimate call. All legitimate API calls are billable unless that call fails for the reason that does not involve the client and instead involves something on the provider side.

If an API call fails at any point after being received due to a client-side problem, like a syntax or authentication error, then it is billable.

However, if a call fails because of a provider-side problem, then the liability is on iQmetrix, and it is not billable. This policy does not apply to malicious or intentionally harmful API usage.

API calls where a client has disconnected before the server can respond are billable. Note that when a client has disconnected, there is no delivery mechanism for the HTTP status code, but iQmetrix has the means to identify these requests.

This policy is implemented by billing logic that is based on HTTP status codes.

For RESTful APIs, the relevant status codes are as follows:

For SOAP APIs, the relevant status codes are as follows:

Termination

iQmetrix will revoke Access Credentials and reserves the right to delete any of your data generated in the demo environment if your access is terminated.

Data owned by you that has been acquired via API before termination and potentially cached by an Application will not be affected if it complies with data caching and retention policy.

Data owned by iQmetrix that has been acquired via API before termination and potentially cached by an Application must be deleted upon access being terminated.

Documentation

For securing and maintaining the availability and quality of the iQmetrix Platform and the API content, you must adhere to instructions outlined in technical documentation as posted by us and updated by us from time to time on the iQmetrix Developer Portal or delivered to you via other means.

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