Please read these Terms carefully and contact us if you have any questions.

Definitions

These Developer Terms of Service (“Terms”) govern you (either an individual or an entity, and including any collaborators to whom you grant access to the materials described herein, and referred to herein as “you”) and your access to and use of the axcify Materials, defined below. Your use of the axcify Services is also governed by our general Terms of Service and Privacy Policy.

• “axcify Materials” or “Materials” is a collective term for the Developer Features, APIs, and Developer Tools licensed under these Terms, including:
  
  • any Application Programming Interface (each individually, or collectively, the “API”) provided to you by axcify, and/or the related documentation, data, code, and other materials provided by axcify with the API, as updated from time to time;
  • axcify products that websites and developers can use to offer axcify features and functionality to their users, including any programmatic or other request provided to you by axcify on mobile platforms that invokes a form of intent to connect to axcify Services (“Site Features”) (collectively, the “Developer Features”); and
  • any other related documentation or tools for websites, application developers, API partners, and others who may be integrating axcify Services, APIs, or Developer Features into their products (“Developer Tools”).
• In addition, the following definitions will apply to these Terms:
  
  • As defined in our general Terms of Service anything that you post or otherwise make available on axcify is referred to as “User Content”, and the axcify website, apps, APIs, and widgets are referred to collectively as the “axcify Services”.
  • “End Users” means individual users of axcify and of any of your or your Customers’ applications, integrations, or other implementations or services.
  • “Partner Data” means any User Content or other data or information made available to axcify through any axcify API or by any other means authorized by axcify , and any copies or derivatives thereof.
  • “axcify Data” means any data or information made available to you through any axcify API or by any other means authorized by axcify , and any copies or derivatives thereof.
• Other defined terms will take the meanings assigned to them where they are defined in the Terms.

1. Terms and Policies Governing Your Access to the Materials

• By creating or using an account under these Terms (“Developer Account”), you agree to be bound by these Terms and all other axcify terms and policies (collectively, “Policies”) including, as applicable the API’s technical documentation.
• Our tools and these Developer Terms of Service and other Policies will change over time, so please check periodically to see the latest version.

2. Your Obligations Under These Terms

1. Acceptable Uses. You may only use axcify Data in accordance with these Terms (“Acceptable Uses”). You are not permitted to use axcify Data for any other purpose.
2. Responsibility for Your Customers. You will not provide access to the Materials to any company, organization, or other entity, either directly or indirectly (each such entity, your “Customer”) unless you have ensured that each such Customer has agreed to all applicable axcify Terms and Policies.
3. Review. axcify reserves the right to review and approve all integrations or interfaces that relate to the Materials.
4. Permissions. You will not incorporate Developer Features into a site or service unless (i) you agree that axcify may collect and use information from you and the End Users of such site or service as described in our Privacy Policy and (ii) you and your Customers, as applicable, have obtained End User consent where required by law as described in Section 4(b)(ii) of these Terms. You also agree that axcify may use automated methods to analyze such site, content, or service where Developer Features have been incorporated. You may not place Developer Features on a site or service with content that would violate these Terms if displayed on axcify . You also agree that the axcify features and functionality provided by our Developer Features will be provided solely by our Developer Features, except as otherwise authorized by axcify.
5. Authorizations. By opening an account on behalf of a company, organization or other entity, you hereby represent and warrant that you are authorized to grant all permissions and licenses provided in these Terms, that you are not a sanctioned party or in a sanctioned country, and that your use of the Materials would not be restricted by U.S. sanctions or export controls. Parts of our Materials or Service may include software that is downloaded to your computer, phone, tablet or other device. You agree that we may automatically update that software and these Terms will apply to any updates.
6. Restrictions on use of the Materials. You agree not to use any Materials for any purposes beyond the scope of the license granted under these Terms. Without limiting the foregoing and except as expressly set forth in these Terms, you will not at any time, and will not permit others to:
   
   • copy, modify, or create derivative works of the API, in whole or in part;
   • use our Materials if it would cause axcify to violate U.S. sanctions or export controls;
   • distribute, sub-license or otherwise provide any portion of the API;
   • reverse engineer, disassemble, decompile or decode the API, in whole or in part;
   • remove or alter any proprietary notices or marks from the Materials;
   • use the Materials with any software or other materials that are subject to licenses or restrictions (e.g., open-source software licenses) that, when combined with the Materials, would require us to disclose, license, distribute or otherwise make all or any part of such Materials available to anyone;
   • interfere with any axcify-implemented communications to End Users, consent screens, user settings, alerts, warning, or the like;
   • interfere with any features or functionality of the Materials; or
   • attempt to cloak or conceal your identity or the identity of any of your applications, integrations or interfaces when requesting authorization to use the Materials.
7. Publicity. You may not issue any press release or make any public statement related to the Materials in any way (including in promotional material) without our advance written permission (email sufficient), or misrepresent or embellish the relationship between you and us in any way.
8. No Support; Updates. These Terms do not entitle you to any support for any of the Services or Materials, including Developer Features or the API. During the Term, axcify  shall provide you, at no additional charge, with updates, each of which are a part of the API and are subject to these Terms and the conditions herein. You acknowledge that axcify may require you to obtain and use the most recent version of the API. Updates may adversely affect how your applications, integrations or implementations communicate with the axcify Services or Materials, including Developer Features or the API. You are required to make any changes to your applications, integrations or implementations that are required for integration as a result of such updates, at your sole cost and expense.
9. Compliance with law. In addition to, and without limiting the provisions of these Terms, you shall perform your obligations hereunder in accordance with all applicable laws, rules and regulations.
10. Notice of Claim. You shall promptly inform axcify of any information known to you that could reasonably lead to a claim, demand or liability of or against axcify by any third party.
11. Account Security. You are responsible for keeping your API passwords secure. axcify cannot and will not be liable for any loss or damage arising from your failure to maintain the security of an API password. You will use industry standard security measures to prevent unauthorized access or use of any of the features and functionality of the API or other axcify Materials, including access by viruses, worms, or any other harmful code or material.
12. Responsibility for Subcontractors. You acknowledge and agree that you will be responsible for the performance of all of your obligations under the Terms, regardless of whether you sublicense or subcontract any such obligations to any third party, including any affiliates or subsidiaries of axcify.

3. Licenses

1. Our license to you. Subject to your compliance with these Terms and the axcify Policies, and until termination thereof (such period, the “Term”), axcify hereby grants you a limited, non-exclusive, non-transferable and revocable license to use our Materials. Except for the rights explicitly granted to you in these Terms, all right, title and interest in and to the Materials are reserved and retained by axcify.
2. Your license to us. During the Term (including any wind-down period), you grant to axcify a royalty-free, non-exclusive, sublicensable, transferable right and license to use, copy, display, maintain, transfer, modify, duplicate, and transmit any Partner Data. You represent and warrant that (i) you have all necessary rights to grant the license in this section, and (ii) the Partner Data will not violate any applicable law or regulation, or infringe any third-party intellectual property rights, and (iii) that you have the necessary authority to enter into this Agreement.

4. Data Privacy

1. Your Access to axcify Data. The parties will exchange Partner Data and/or axcify Data through the Materials. You agree to abide by the following access rules, under which you will:
   
   • Except for your information accessed about your account, you may not store any information accessed through the Materials/API.
   • Use industry standard measures to protect against unauthorized access to, disclosure or use of such information;
   • Comply with all applicable laws and regulations relating to the protection and privacy of personal information in the provision of services; and
   • Promptly notify axcify of any breach or compromise (“Data Breach”) implicating axcify Data as soon as reasonably practicable after becoming aware of such occurrence (or, if you are an individual or entity in the EEA, within two (2) business days of becoming aware of such occurrence). Upon learning of the Data Breach implicating axcify data, you shall, at your own cost:
     
     • promptly remedy the Data Breach to prevent any further loss of data;
     • investigate the incident;
     • take reasonable actions to mitigate any future anticipated harm to the other party, the other party’s related entities, or End Users; and
     • regularly communicate the progress of the investigation to axcify and cooperate to provide axcify with any additional information reasonably requested in a timely manner.
2. Your privacy policy.
   
   • Your privacy policy must be consistent with all applicable laws.
   • You may not use any axcify technology that stores or accesses cookies or other information on an End User’s device unless you clearly disclose, and obtain End User consent for that activity where required by law.
3. Your responsibilities regarding privacy.
   
   • You will not utilize the licensed Materials to derive or obtain non-public information of individual axcify End Users, including without limitation an End User’s location;
   • You will not misrepresent what data is collected or what you do with axcify Data.
   • You will not join any axcify Data with personal information.
   • You will not use any automated means or form of scraping or data extraction to access information from axcify, except as expressly permitted by axcify.
   • With respect to any axcify Data or information that is “personal information” as defined by California Consumer Privacy Act of 2018 (“CCPA”):
     
     • You and axcify acknowledge that axcifydoes not receive any monetary or other consideration for that personal information;
     • You agree you will not sell that personal information as “sell” is defined in the CCPA;
     • You agree you will not retain, use, or disclose that personal information for any purpose other than for the specific purpose specified in these Terms;
     • You agree that you will not retain, use, or disclose that personal information outside the direct business relationship between you and axcify; and
     • You certify that you understand and will comply with these obligations.
   • Notwithstanding anything to the contrary in these Terms, neither you or axcify will have any obligation to disclose any personal information relating to a natural person (a) who is located outside of the United States; (b) where such natural person has opted out of the sharing of its data with third parties; or (c) where such disclosure would violate applicable law (for example, CCPA).
   • You will not provide axcify with third party audience data, including but not limited to data purchased by an advertiser from a data provider via a data marketplace or similar, that relates to residents of the European Union or the United Kingdom without axcify express written consent.
   • You represent and warrant that you will require each of your Customers providing services that access or use axcify Data in connection with your services to abide by the provisions of this Section.

5. Termination

By continuing to access or use the APIs, Developer Features or Developer Tools after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new terms, please stop using the APIs, Developer Features or Developer Tools.

1. By axcify. axcify may terminate or suspend your right to access or use the Materials at any time for any reason, including any violation of these Terms or our Policies. Upon termination, you continue to be bound by Sections 2, 4, 6, and 7 of these Terms. Upon such termination, all rights granted to you hereunder will immediately cease, including your right to access any Pattern API.
2. By you. You may terminate this agreement for convenience at any time, upon no less than 90 days prior written notice.
3. Wind down of integration. Upon termination, you will cooperate in good faith with axcify in connection with the winding down of any integrations involving the API or other Materials, including but not limited to assisting with relevant communications to impacted Customers.

6. Confidentiality

In your use of our Materials including axcify Data, APIs, Developer Features or Developer Tools, you may have access to Confidential Information (as later defined). You may use Confidential Information only as required to use the Materials. You will not disclose Confidential Information to any third parties without our prior written consent. You are not restricted from disclosing Confidential Information if required by law if you provide reasonable advance notice, unless a court orders that no notice be given. You must use the same degree of care you use to protect your own confidential information, but in no event less than reasonable care. “Confidential Information” means information that is confidential or proprietary to axcify, including software, documentation, our communications to you and any other non-public information.

7. Indemnity

You agree to indemnify and hold harmless axcify and our respective officers, directors, employees and agents, from and against any claims, suits, proceedings, disputes, demands, liabilities, damages, losses, costs, and expenses, including, without limitation, reasonable legal and accounting fees (including costs of defense of claims, suits, or proceedings brought by third parties), in any way related to (a) your access to or use of our Pattern Data, APIs, Developer Features or Developer Tools, (b) your access to or use of User Content, or (c) your breach of any of these Terms.

8. Disclaimers

Our Materials including axcify Data, APIs, Developer Features, Developer Tools, and all content on axcify is provided on an “as is” basis without warranty of any kind, whether express or implied.

axcify SPECIFICALLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

axcify takes no responsibility and assumes no liability for any User Content that you or any other user or third-party posts, sends or accesses using our Materials or Service. You understand and agree that you may be exposed to User Content that is inaccurate, objectionable, inappropriate for children, or otherwise unsuited to your purpose.

If you are a consumer in the EEA, we don’t exclude or limit any liability for gross negligence, intent, or death or personal injury caused by our negligence or willful misconduct.

9. Limitation of Liability.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, axcify SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES. IN NO EVENT SHALL axcify AGGREGATE LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICE EXCEED ONE HUNDRED US DOLLARS (US $100).

To the extent that any claim, dispute or controversy regarding axcify or our Materials isn’t arbitrable under applicable laws or otherwise: you and axcify both agree that any claim or dispute regarding axcify will be resolved exclusively in accordance with Section 11 of these Terms.

If we cause damage to you and you are a consumer in the EEA, the above doesn’t apply. Instead, axcify liability will be limited to foreseeable damages arising due to a breach of material contractual obligations typical for this type of contract. axcify isn’t liable for damages that result from a non-material breach of any other applicable duty of care. This limitation of liability won’t apply to any statutory liability that cannot be limited, to liability for death or personal injury caused by our negligence or willful misconduct, or if and to exclude our responsibility for something we have specifically promised to you.

10. Arbitration.

For any dispute you have with axcify, you agree to first contact us and attempt to resolve the dispute with us informally. If we need to contact you, we will do so at the email address associated with your axcify account. If axcify has not been able to resolve the dispute with you informally, we each agree to resolve any claim, dispute or controversy (excluding claims for injunctive or other equitable relief) arising out of, connected to or relating to these Terms or your use of the Service through binding, individual arbitration or (for qualifying claims) in small claims court. You agree that, by agreeing to these Terms of Use, the U.S. Federal Arbitration Act governs the interpretation and enforcement of this provision. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement. This arbitration provision shall survive termination of these Terms.

Any arbitration will be administered by the American Arbitration Association (“AAA”) under the Commercial Arbitration Rules then in effect for the AAA, except as provided herein. You can find their forms at www.adr.org. Each party will be responsible for paying any AAA filing, administrative and arbitrator fees in accordance with AAA rules, except that axcify will reimburse you for your reasonable filing, administrative, and arbitrator fees if your claim for damages does not exceed $75,000 and is non-frivolous (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If your claim is for $10,000 or less, we agree that you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic hearing, or by an in-person hearing as established by the AAA Rules. If your claim exceeds $10,000, the right to a hearing will be determined by the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator shall issue a reasoned written decision explaining the essential findings and conclusions on which the award is based, and any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall prevent either party from seeking injunctive or other equitable relief from the courts, including for matters related to data security, intellectual property or unauthorized access to the Service. ALL CLAIMS MUST BE BROUGHT IN A PARTY’S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON’S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND axcify ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.

NOTHING IN THESE TERMS OF USE SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU. To the extent any claim, dispute or controversy regarding axcify or our Service isn’t arbitrable under applicable laws or otherwise: you and axcify both agree that any claim or dispute regarding axcify will be resolved exclusively in accordance with Section 11 of these Terms.

If you are a consumer in the EEA, this Section 10 doesn’t apply to you.

11. Governing Law and Jurisdiction

These Terms shall be governed by the laws of the State of Utah, without respect to its conflict of laws principles. If you are a consumer in the EEA, the exclusive place of jurisdiction for all disputes arising from or in connection with this agreement is Salt Lake County, Utah or the United States District Court for the District of Utah and our dispute will be determined under Utah law.

If you are a consumer in the EEA, this won’t deprive you of any protection you have under the law of the country where you live and access to the courts in that country.

12. General Terms

A) Notification procedures and changes to these Terms.

B) axcify reserves the right to determine the form and means of providing notifications to you and you agree to receive legal notices electronically if we so choose. We may revise these Terms from time to time and the most current version will always be posted on our website. If a revision, in our discretion, is material, we will notify you.

C) Assignment. These Terms, and any rights and licenses granted here under, may not be transferred or assigned by you, but may be assigned by axcify without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

D) Entire Agreement/Severability. These Terms, together with Policies including the Privacy Policy and any amendments and any additional agreements you may enter into with axcify in connection with the Service, shall constitute the entire agreement between you and axcify concerning the Service and supersede any prior terms you have with axcify regarding the Service. If any provision of these Terms is deemed invalid, that provision will be limited or eliminated to the minimum extent necessary and the remaining provisions of these Terms will remain in full force and effect.

E) No Waiver. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term and axcify failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

F) Parties.

These Terms are a contract between you and axcify Inc., 1441 W. Innovation Way, Suite 500, Lehi, UT 84043.

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Last Updated: March 2024axcify