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. or by iQmetrix USA Inc. (“we”, “us”, “our”, or “iQmetrix”) if you are a subscriber with iQmetrix USA Inc. pursuant to a subscription or Master Services Agreement (MSA).

1. Acceptance of Terms

We invite you (the developer/user, Subscriber [as defined below], and/or the organization or Subscriber you represent) to review, download and use our tools and documentation on this site, the Developer Portal. This invitation is subject to your review and agreement with these terms of use (“Terms”). Accessing the Developer Portal and using the iQmetrix Platform constitutes 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, and the iQmetrix Platform (including its documentation and specifications).

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sub-licensable, revocable right to access and utilize the Developer Portal and/or the iQmetrix Platform.

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. Master Services Agreement

If you are or become an iQmetrix subscriber (“Subscriber”), pursuant to a subscription or master services agreement (either, a “MSA”), in the event of any conflict between these Terms and the MSA, the MSA will take precedence in respect 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 license to incorporate into the Developer Portal, iQ 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 of 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, licenses, consents and releases necessary to grant us the foregoing license; 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 herein. 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 or if your App is negatively impacting the iQmetrix Platform.

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

11. 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.

12. Modification

13. 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.  

ATTACHMENT 1 – API POLICIES

Access

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

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

Access Credentials will enable iQmetrix to associate API activity with you and/or your Subscription (as defined in the MSA, if applicable) and will be used for metering API usage and billing. 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 once notified.

iQmetrix reserves the right to revoke Access Credentials in case you fail to comply with the Terms, the terms of your MSA, or API policies.

You may only access the API in the way set out in our instructions and is not entitled to use any technical means to gain unauthorized access to, disturb or deactivate the API. This includes, but is not limited to, that you undertake not to introduce viruses, worms, Trojan horses or other forms of malware in the API.

Sandbox Environment

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

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

A Sandbox environment SLA is best effort with iQmetrix taking no liability for downtime or unexpected changes.

API calls in sandbox environments are free and will not affect billing.

Usage limitations are not guaranteed to be identical across enviornments and iQmetrix reserves the right to change such technical and policy-implemented limitations at any time and without notice.

Onboarding

iQmetrix offers the following onboarding services to an API Subscriber:

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 API in designing and implementing Apps. You shall not violate or attempt to circumvent any explicit rate limitations on calling or otherwise utilizing iQmetrix API.

iQmetrix may use technical means to prevent over usage and/or stop usage of the iQmetrix API if an App exceeds such limitations. iQmetrix reserves the right to change such technical and policy-implemented limitations at any time and without notice.

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 backwards compatibility across API versions.

iQmetrix reserves the right to make non-breaking backwards compatible changes to an API without prior notification to you and does not take any responsibility for breaking any existing App.

iQmetrix is not responsible for inadvertent breaking changes – i.e. if an API client is using the APIs in a non-documented way and we make a change that breaks their integration, that is not our responsibility.

The API version is shown in the URLs of the endpoints e.g. /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 following notice to you, in accordance with our change policies and in a commercially reasonable time frame, permanently or temporarily discontinue the API in part or in its entirety.

Data Caching & Retention

You may cache data received through the use of the API in order to improve an App 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 Apps caused by inappropriately implemented caching policies.

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

In no event may you cache any data for more than 30 days.

Billing

iQmetrix APIs have usage monitoring enabled and in many cases billing is 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 if an API call is received by iQmetrix API then it is recorded as a legitimate call. All legitimate API calls are billable unless that call fails for a 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 because these situations are covered elsewhere.

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

Termination

iQmetrix will revoke Access Credentials and reserves the right to delete any of your data generated in the Sandbox environment in the event that an API Subscription is terminated.

Data owned by you that has been acquired via API prior to termination and potentially cached by an App will not be affected as long as it complies with data caching and retention policy.

Data owned by iQmetrix that has been acquired via API prior to termination and potentially cached by an App must be deleted once the Subscription has been terminated.

Documentation

For the purpose of securing and maintaining the availability and quality of the iQmetrix APIs 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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