Yodify API License and Terms of Use Updated: Feb 01, 2024

Thank you for developing with Yodify

By accessing or using the Yodify API, including within a software application, website, tool, service, or product you create or offer to Customers (your "Application"), you are agreeing to these terms and to comply with any accompanying documentation that applies to your use of the Yodify API License and Terms of Use ("API Terms") and the Yodify Website Terms of Use ("Terms of Use") with Yodify, Inc. and its affiliates ("Yodify", "we", "us", or "our"). You represent and warrant to us that you have the authority to accept these API Terms on behalf of yourself, a company, and/or other entity, as applicable. We may change, amend, or terminate these API Terms at any time, so please check back for any modifications that may affect you. In the event of any conflict or inconsistency among the Terms, the Yodify Partner Program Agreement, or the Yodify Terms of Use, the API Terms shall govern to the extent necessary to resolve such a conflict or inconsistency. Your use of the Yodify API after any change or amendment means you agree to the new API Terms. If you do not agree to the new API Terms or if we terminate these API Terms, you must stop using the Yodify APIs.

Definitions

“Admin Portal”, "Yodify Admin Portal", and "Yodify Administrative Portal" mean the password-protected internal administration page where Yodify Clients create and manage their Website.

“Application” or “App” means the software application, interface, website, code, programs, interfaces, or any other means you use to access the Yodify API using the API Access Credentials, including Custom or Public Applications.

“API Client” means the unique Application configuration (including API Access Credentials) generated through your website, applications, and/or the Partner Account.

“API Access Credentials” means the necessary security keys, tokens, secrets, and other credentials to access the Yodify APIs. The API Access Credentials enable us to associate your Application with your use of the Yodify API. All activities that occur using your API Access Credentials are your responsibility. API Access Credentials are non-transferable and non-assignable. Keep them secret. Do not try to circumvent them.

“Client” means the Website Owner, all individuals with Team Member Accounts, an individual, organization, or group, including but not limited to a business or any other commercial entity, government, non-profit organization, or educational institution that uses the Service to educate, market and/or sell goods or services.

“Client Agreement” means the agreement between a Developer and a Client that governs the Client's use of the Developer's services, including, as applicable, the installation and use of an Application.

“Client Data” means information (including Personal Information) regardless of the media in which it exists (electronic or paper form) or how it is stored, accessed or transmitted (electronic, physical or oral) about, or relating to, a Client or Client Website, including, but not limited to, product, business, and financial information, pricing, customers, providers, business agreements and business relationships, confidential, proprietary and intellectual property including ideas, formulas, trade secrets, original works of authorship, trademarks, service marks, patents, inventions, software, source code, designs, methods, and techniques, regardless if they are registered for protection under any patent, trademark or copyright laws, as well as any Customer Data.

“Custom Application” means an Application that provides a singular Client with access to the Yodify API via an API Client.

“Customer” means any individual that visits or conducts a transaction via a Client Website.

“Customer Data” means information (including Personal Information) relating to a Customer, including, but not limited to, order information, payment information, and account information.

“Developer” means an individual, entity, or organization that creates, owns, or operates one or more Application(s) that accesses or uses the Yodify API.

“Partner" means an individual or entity that has agreed to the terms of the Yodify Partner Program Agreement (available at yodify.com/partners/terms) or another written agreement with Yodify relating to access to the Yodify API or participation in the Partner Program.

“Partner Account” means a Yodify Partner Program account.

“Partner Program” means the resources made available by Yodify to Partners.

“Personal Information” means any information relating to a natural person who can be directly or indirectly uniquely identified, in particular by reference to an identifier such as a name, a phone number, an email address, an online identifier, an identification number, location data, financial information, payment information (including payment card or bank account numbers), medical, or health information protected under any health data protection laws, genetic data, biometric data, government identifiers such as a social insurance number or passport number or any other information specific to a person. Personal Information also includes an individual’s ethnic or racial origin, sexual behavior or sexual orientation, political opinions, religious or philosophical beliefs, and union membership.

“Public Application” means an Application that accesses the Yodify API via an API Client, is made available to Client via a URL, and is not a Custom Application.

“Private API Access Credentials” means the API Access Credentials generated through the Admin Portal that grant access via the Yodify API to the specific Client Website corresponding to such credentials.

“Sensitive Personal Information” means Personal Information that can disclose ethnic or racial origin, genetic data, sexual orientation, sex life, political opinions, religious or philosophical beliefs, or union membership. Sensitive Personal Information also includes payment information (including payment card or bank account numbers), biometric data, and government identifiers such as a social insurance number or passport number that can uniquely identify a natural person.

“Service” means all Yodify products, services, and materials located on or accessible via www.yodify.com and any other Yodify websites.

“Website” means the Clients' Yodify-hosted catalog and/or online store. To be clear, a Client may have multiple Client Websites.

“Yodify API/s” means (i) any form of machine accessible application programming interface that Yodify makes available which provides access to a Yodify Service, including all associated tools, elements, components and executables therein, (ii) any Yodify sample code that enables interactions with a Yodify Service, and (iii) documentation that Yodify makes available to help enable your access to the Yodify API(s).

“Yodify Checkout” means the checkout process provided by Yodify, which enables Customers to input their shipping information and payment details subsequent to adding item(s) to their basket, but before to finalizing their transaction. To provide clarity, it should be noted that the term "Yodify Checkout" encompasses the process of completing a purchase transaction using the Yodify Checkout API.

“Yodify Related Entity/ies” means any entity that has direct or indirect control over Yodify, is controlled by Yodify, or is under common control with Yodify. In this context, "control" means having the ability, either directly or indirectly, to influence or determine the management policies of another entity. This control can be established through ownership of voting securities, contractual agreements, acting as a trustee or executor, or any other means.

“Yodify Trademarks” means the registered and unregistered trademarks, service marks, logos, and trade names associated with Yodify, Inc. and any affiliated entities. This includes the specific word mark "YODIFY", the Yodify figurative mark, the Yodify official font, the word marks MAKE CONTACT, and the YODIFY CUBE ICON design mark.

“Update/s” means a range of actions including bug fixes, enhancements, updates, upgrades, additions, modifications, revisions, and the introduction of new releases or versions of the Yodify API.
Access to the Yodify API
1. If (a) you are not of legal age to form a binding contract with Yodify, or (b) you are a person barred from using or receiving the Yodify API under applicable law in the United States or the country in which you are a resident or from which you use the Yodify API, or (c) you are not capable of forming a binding contract with Yodify, then you may not use the Yodify API and you may not accept the API Terms.
2. You represent and warrant that you have the authority to bind an entity on whose behalf you are accessing or using the Yodify API to the API Terms and that your acceptance of the API Terms (and all references to "you" in the API Terms) refers to that entity.
3. With the exception of Private API Access Credentials, to access and use the Yodify API, Developer must obtain API Credentials by creating a Yodify site or by being given permission by a Client. Developer agrees to and will comply with the terms and conditions of the Partner Program Agreement available at yodify.com/partners/terms or any other written agreement with Yodify relating to Developer's access to and use of the Yodify API and participation in the Partner Program.
4. By using Private API Access Credentials to access and use the Yodify API, you represent and warrant that you have the express permission of the account owner for the applicable Client Website and that you are using the Yodify API solely to provide the service for which your Application was built and to whom the Private API Access Credentials pertain.
5. With the exception of the permissions granted herein, you are required to maintain the security of the API Access Credentials and all login information associated with your Yodify Account and Partner Account. You are prohibited from sharing the API Access Credentials with any third party, and you agree not to access the Yodify API using any method or means other than the API Access Credentials provided to you in accordance with these API Terms. You understand and agree that the API Access Credentials are the exclusive property of Yodify, and your access to and utilization of the API Access Credentials is subject to Yodify's sole discretion.
6. The use of a service provider in conjunction with the provision of your Application's service is prohibited unless they enter into an agreement with you that ensures (a) the safeguarding of any Client Data obtained from Yodify, with protection measures that are at least as stringent as those outlined in Yodify's terms and policies; (b) the restriction of their utilization of Client Data solely for the purpose of delivering their services to your Application, without any personal or alternative motives; and (c) the maintenance of the security and confidentiality of the Client Data. It is imperative to ensure that all service providers adhere to these API Terms as well as any other applicable Yodify terms and policies. Furthermore, you acknowledge and agree that any action or failure to act by a service provider that constitutes a violation of these Terms will be deemed to be a violation by you. In the event of a request, you shall furnish a list of your service providers to Yodify or the Client.
Accessing the Yodify Service through a Yodify API
When your Application or services access a Yodify API, you must:
1. include in your Application and services' license terms a statement that certain functionalities are enabled by accessing Yodify Services through the Yodify API and use of your Application and accompanying services does not remove the need for Clients or Customers to have a valid license for their use of the Yodify Service;
2. not, except with Yodify's prior written consent, create or distribute any Application whose main objective is to transfer, share, sell, disclose, or otherwise provide Client Data to any third party. Yodify shall, in its sole discretion, determine the "primary purpose" of the Application for the purposes of this section; Furthermore, with regard to the utilization of Client Data, any such third party must be bound by these API Terms or an alternative written agreement that Yodify deems acceptable;
3. avoid sharing or allowing access to Custom Applications by more than one Client. To eliminate any uncertainty or confusion, this means any Custom Application may not be installed by more than one Client. To be clear, a Client is allowed to have multiple Client Websites. In the event that this provision is breached, Yodify will have the right and be entitled, in addition to any and all other rights and remedies available to Yodify by these API Terms and under applicable law, to: (a) take any action it deems necessary, including, but not limited to, immediately terminating some or all of Developer's rights under these API Terms, and (b) determine, in its sole assessment, that the Application is a Public Application and is subject to both these API Terms and the Partner Program Agreement, which is available at https://www.yodify.com/partners/terms; and
4. in order to obtain access to certain APIs or SDKs, enter into a separate written agreement with Yodify.
API License

Subject to your compliance with all of the API Terms, Yodify grants you a limited, non-exclusive, non-assignable, non-transferable, revocable license to use the Yodify API to develop, test, and support your Application that interoperates or integrates with the Service. You may use the Yodify API only as expressly permitted in these API Terms. Violation of these API Terms may result in the suspension or termination of your use of the Yodify API. All activities that occur using your API Access Credentials are your responsibility. API Access Credentials are non-transferable and non-assignable. Keep them secret. Do not try to circumvent them.
API Guidelines and Restrictions
Yodify API Guidelines

In connection with the use of the Yodify API, you will (and will ensure that your employees, agents, and service providers will):
1. restrict disclosure of the API Access Credentials, or any portion thereof, to your employees, agents, or service providers who need access to implement, use, maintain, correct, or update your Application in accordance with the API Terms and who are subject to confidentiality obligations equal to or greater than those contained herein;
2. use the Yodify API (including SDKs) only to develop and distribute Applications or content for your or a Client's use with the Services.
Yodify API Restrictions

You may NOT:
1. use the Yodify API to disrupt, interfere with, or attempt to gain unauthorized access to services, servers, devices, or networks connected to or which can be accessed via the Yodify API;
2. engage in any conduct that interferes with, disrupts, damages, impairs, sabotages, or gains unauthorized access to Yodify's or any third party's servers, devices, security, networks, data, apps, or other properties or services. Interference with any Service feature utilized in connection with Yodify Checkout without Yodify's express written authorization is strictly prohibited;
3. circumvent Yodify API restrictions under any circumstances, including automating Yodify Admin Portal administrative functions;
4. use the Yodify API in a way that could disrupt, interfere with, impair, harm or damage Yodify, the Yodify API, any Yodify Service, or anyone's use of the Yodify API or any Yodify Service;
5. circumvent technological safeguards designed to prevent direct database access, nor provide tools or products to do so;
6. request from the Yodify API more than the minimum amount of data, or more than the minimum permissions to the types of data, that your Application needs for Customers to use the intended functionality of your Application;
7. request any data that is outside of any permissions supplied by the Client;
8. use the Yodify API, or any information accessed or obtained using the Yodify API, for the purpose of migrating Clients away from a Yodify Service, except in connection with use of the Yodify API by your Application or unless expressly permitted by Yodify pursuant to a duly executed written agreement;
9. create an Application with the principal objective of migrating Clients from Yodify;
10. scrape, build databases or otherwise create copies of any data accessed or obtained using the Yodify API, except as necessary to enable an intended usage scenario for your Application;
11. attempt to circumvent the limitations Yodify sets on your use of the Yodify API. Yodify sets and enforces limits on your use of the Yodify API (e.g., limiting the number of API requests that you may make or the number of Customers you may serve), in its sole discretion;
12. use an unreasonable amount of bandwidth, or adversely impact the stability of the Yodify API or the behavior of other apps using the Yodify API;
13. develop applications that excessively burden the Yodify Service or system;
14. use Yodify API in any manner that works around any technical limitations of the Yodify API or of the accessed Yodify Service, or reverse engineer, decompile or disassemble the Yodify API, except and only to the extent that applicable law expressly permits, despite this limitation;
15. use the Yodify API, or any data obtained using the Yodify API, to identify, exploit or publicly disclose any potential security vulnerabilities;
16. request, use or make available any data obtained using the Yodify API outside any permissions expressly granted by Customers in connection with using your Application;
17. use the Yodify API, or any data obtained using the Yodify API, to conduct performance testing of a Yodify Service unless expressly permitted by Yodify pursuant to a duly executed written agreement;
18. use or access the Yodify API or the Service to monitor the Yodify API availability, performance, operation, functionality, or any portion thereof, or for any similar benchmarking purposes;
19. use or transfer any data accessed or obtained using the Yodify API, including any data aggregated, anonymized or derived from that data (collectively the "Yodify API Data") for advertising or marketing purposes including targeting ads and/or serving ads. For purposes of clarity, this prohibition on using Yodify API Data for advertising or marketing purposes does not extend to using other data, such as (i) the number of Customers of your Application, (ii) a Customer identifier you independently receive from a Customer (e.g., an email address you receive when a Customer enrolls to use your Application, a device identifier, or an advertising identifier), or (iii) a product or service identifier that identifies a Yodify Service;
20. make your Application available for use in a manner that circumvents the need for Customers to obtain a valid license to the Yodify application or Service that is accessed through the Yodify API;
21. misrepresent expressly, by omission, or implication, the need for Customers to obtain a valid license to the Yodify application or service that is accessed through the Yodify API;
22. redistribute or resell, or sublicense access to, the Yodify API, any data obtained using the Yodify API, or any other Yodify Service accessed through the Yodify API;
23. rent, lease, loan, sell, distribute, transfer, assign or sublicense any rights granted by the API Terms to any third party;
24. directly or indirectly exploit, alter, modify, reverse engineer, compile, decompile, disassemble, reconstruct, copy, create derivative works of the Yodify API, Client Data, any Client Website, the Services, any aspect or portion thereof, or otherwise attempt to discover the software, source code, object code, or underlying structure, except to the extent that this restriction is expressly prohibited by applicable law;
25. substantially replicate products or services offered by Yodify or any Yodify Related Entity, including the Yodify API, unless expressly authorized by Yodify in writing. Each party agrees, subject to the aforementioned sentence and the other rights and obligations of the other party under the API Terms (including confidentiality obligations and any restrictions on the use of Client Data), that the other party may develop and publish Applications that are comparable to or otherwise compete with such party’s Applications;
26. use the Yodify API in a way that could create, in Yodify's sole discretion and judgment, an unreasonable risk to Customers from a security or privacy perspective;
27. falsify or alter any unique referral identifier in, or assigned to an Application, or otherwise obscure or alter the source of queries coming from an Application to hide a violation of this agreement;
28. violate the Yodify Acceptable Use Policy by accessing or utilizing the API to develop or distribute the Application in support of criminal, fraudulent, or other illicit activity;
29. not to forward more than 10 inquiries per one (1) second from one unique IP address or more than 10 simultaneous inquiries from one (1) Customer; and not to cache the information received from the Services for more than one (1) month without the express written consent of Yodify;
30. use the Yodify API or allow any Client or Customer to use the Application in a way that violates applicable law, including:
  1. Illegal activities, such as piracy, gambling, child pornography, violating copyright, trademark or other intellectual property laws.
  2. Violating applicable privacy laws and regulations.
  3. Accessing or authorizing anyone to access the Yodify API from an embargoed country as prohibited by the U.S. government.
  4. Defaming, degrading, defrauding, threatening, stalking, victimizing or intimidating anyone for any reason.
  5. Develop applications that distribute adware, spyware, or other commonly objectionable programs; or
  6. Intending to exploit minors in any way.
31. eliminate, remove or destroy any copyright notices, proprietary markings, or confidentiality notices that have been placed on, within, or associated with the Yodify API;
32. falsify or alter any unique identifier in, or assigned to your Application, or otherwise obscure or alter the source of queries coming from an Application; or
33. include code in any Application that performs any actions that have no relation to the services provided by the Application, whether or not the Developer has obtained Client permission to do so, and whether or not the Application acquires consent from the Customer to do so. To eliminate any uncertainty or confusion, this prohibited conduct includes embedding or incorporating code into any Application that uses another computer's resources (including CPU resources), including for cryptocurrency mining.
API Monitoring

Yodify reserves the right to monitor compliance with this Agreement. Yodify may, in its sole discretion, set and enforce limits on your use of the API, including the number of API calls that you may make. Yodify may monitor your use of the API to ensure compliance with these limits and to ensure quality, security, and compliance with these API Terms, including by employing technical measures. You will permit Yodify reasonable access to your Application for purposes of monitoring compliance with these API Terms. You will not interfere with such monitoring.
Yodify Trademarks
Yodify hereby agrees to assign Developer a limited, revocable, non-exclusive, non-sublicensable, and non-transferable license to display the Yodify Trademarks during the term for the sole purpose of informing Clients that the Application is compatible with the Service. Developer acknowledges and agrees to the following:
- It will only use Yodify's trademarks as permitted hereunder;
- It will use the Yodify Trademarks and brand assets lawfully and strictly in accordance with all format(s), guidelines, standards, and other restrictions established in writing by Yodify from time to time;
- Yodify's trademarks are and will remain the sole property of Yodify;
- Nothing in these Terms grants Developer any right of ownership in the Yodify Trademarks, and any and all use of the Yodify Trademarks by Developer shall inure to the benefit of Yodify;
- Developer shall not apply for or question the validity of any Yodify Trademarks, either now or in the future;
- Developer will not contest the validity of any Yodify Trademark, nor contest the Yodify Trademarks' ownership, or register or seek to register any confusingly similar mark in any jurisdiction for any purpose.
API Limits

Yodify may, in our sole discretion, impose and enforce restrictions on your use of the Yodify API, including limitations on the number of requests you can make or the number of Clients you can serve. We may employ technology to detect, prevent, or limit the impact of any issues caused by your Application (before, after, or instead of suspending your access). You hereby consent to the aforementioned restrictions and commit not to attempt to bypass them. You must obtain Yodify's express written consent before exceeding these limits on the use of any Yodify API. Yodify reserves the right to deny your request or conditional acceptance of your agreement to additional terms and/or fees for that use. To request such authorization, please reach out to us through the Partner Dashboard.
Changes to the Yodify API and API Terms
1. Yodify reserves the right to require Developer to install or upgrade all software in order to continue utilizing the Yodify API and Service. You acknowledge that Yodify may, at any time and for any reason, make Updates to the Yodify API. You agree to make any changes to your application that are required because of the latest version of the Yodify API, and you agree this will be done at your sole cost and expense. Modifications to the Yodify API may have a negative impact on the way your Application interacts with or connects to it. Your ongoing access to or use of the Yodify API subsequent to an update or modification will be deemed to be a legally binding acceptance of the Update.
2. We may change or discontinue the availability of some or all of the Yodify APIs at any time for any reason, with or without notice. Such changes may include, without limitation, removing or limiting access to specific API(s), requiring fees, or implementing and enforcing limits on your use of additions to the Yodify APIs. We may also impose limits on certain features and services or restrict your access to some or all of the Yodify API. Your continued use of the Yodify API following a subsequent release will be deemed your acceptance of modifications. We may release subsequent versions of the Yodify APIs and require that you use those subsequent versions at your sole cost and expense.
3. Yodify may, from time to time, in its sole discretion, make available to Partner or Client, at its option and discretion, at no additional charge on a trial basis, access to new functionality, tools, resources, and related information that may contain ideas about the new tools and functionality and are not yet generally available to our Clients or Customers. Any version of the Yodify API designated as "beta" ("Beta API") may not function in the same way as a final version. Yodify may suspend, limit, or terminate access to a Beta API at any time. You agree that Beta APIs are the confidential information of Yodify and you agree not to disclose any information about any Beta API to any third party or use the Beta API other than for your internal testing and evaluation purposes and otherwise in accordance with this Agreement. You agree that Yodify is under no obligation to make any portion of any Beta API generally available in a new release of the Services. We may alter or not release a commercial or final version of a Beta API in our sole discretion. The Beta API, along with any related discussions and documents, shall be deemed to be Confidential Information belonging to Yodify and shall be governed by the confidentiality standards outlined in these API Terms. You agree that Yodify makes no representations, warranties, guarantees, or conditions with respect to your use of, the performance, availability, functionality of, or general release of any Beta API. Yodify is not liable for damages that may result from or connected to a Beta API, including any interruptions or errors in functioning.
4. We may modify these API Terms at any time, with or without providing prior notice to you. Your continued use of the Yodify API subsequent to the release of a successive version of these API Terms will be deemed Your acceptance of any modifications to these API Terms.
Open Source Software

A number of software packages, libraries, or components that are required by or included in the Yodify API are or may become licensed under an open source software license ("Open Source Components"). Your use, reproduction, and distribution of any Open Source Components is governed by the terms of the relevant open source software license rather than this section, to the limited extent that such license expressly supersedes the API Terms.
Security

Your network, operating system, and the software of your servers, databases, and computer systems (collectively, "Systems") must be properly configured to securely operate your Application and store content collected through your Application (including the Yodify API content). You warrant that your Application has been developed to operate with Yodify API content in a secure manner. Your Application must use reasonable security measures to protect the private data of your Clients and Customers.

We may employ technology to detect, prevent, or limit the impact of any issues caused by your Application (before, after, or instead of suspending your access). This may include, for example, (i) performing privacy or security monitoring regarding denial of service attacks, Customer impersonation, scraping, application impersonation, or illicit consent grant(s), (ii) filtering to stop spam, or (iii) limiting or terminating your access to the Yodify API. You will permit Yodify reasonable access to your Application for purposes of monitoring compliance with these API Terms. You will respond to any questions by Yodify about your compliance with these API Terms. Without limiting the foregoing, upon request by Yodify, you will provide us (or an independent auditor acting on our behalf) with up to two full-feature client account-level instances to access your Application (and/or other materials relating to your use of the API) as reasonably requested by us to verify your compliance with these API Terms (including, in particular, your security and privacy obligations under these API Terms). We may restrict or terminate access to the APIs or perform an audit (including by hiring an independent auditor acting on our behalf) of your Application if you fail to provide adequate information and materials (including up to two full-featured instances of your Application) to verify your compliance with these Terms. Yodify may audit your use of the Application, the Services, and the Yodify API. You agree to cooperate with Yodify's audit and provide reasonable assistance and access to information. Any such audit shall not unreasonably interfere with your normal business operations. You agree to pay, within 30 days of written notification, any fees applicable to your use of the program in excess of your license rights. If you do not pay, Yodify can end your technical support, licenses, and/or this agreement. You agree that Yodify shall not be responsible for any of your costs incurred in cooperating with the audit.

YOU AGREE THAT YODIFY MAY MONITOR USE OF THE YODIFY API TO ENSURE QUALITY, IMPROVE YODIFY PRODUCTS AND SERVICES, AND VERIFY YOUR COMPLIANCE WITH THE TERMS. This monitoring may include Yodify accessing and using your Application. You will not interfere with this monitoring. Yodify may use any technical means to overcome such interference. Yodify may suspend access to the Yodify API by you or your Application without notice if we reasonably believe that you are in violation of the Terms. Your Application will not run on Yodify's servers; instead, it will be installed and run on your server or another server. In accordance with Internet industry standards, your networks, operating system, and software on your web servers, routers, databases, and computer systems (collectively, "Developer System") must be correctly configured to ensure that your Application operates securely and that any information you receive from Yodify, including Client Data, is protected against unauthorized access, disclosure, or use. You will exert all of your influence over the Developer System in order to achieve complete control over every aspect, including those that you do not otherwise completely control. It is critical to promptly and thoroughly rectify any security vulnerabilities and disconnect any identified or suspected intruders or intrusions.

You must have a process to respond to any vulnerabilities in your Application, and in the case of any vulnerabilities related to your Application's connection to the Yodify API discovered by you or reported to you by a third party, you agree that you will provide vulnerability details to the Yodify Security Response Team ([email protected]). In the event of a data breach by you resulting from any aspect of the Yodify API involving your Application or any data collected through your Application, you will promptly notify the Yodify Security Response Team of any actual or suspected breach or compromise of Client Data (a “Data Breach”) immediately upon, but no later than twenty-four (24) hours of becoming aware of such an occurrence, and provide comprehensive and specific details of the data breach. You must thoroughly investigate all security incidents promptly. You agree to refrain from making public statements (e.g., social media, bulletin boards, press, blogs, etc.) without prior written and express permission from Yodify in each instance as it relates to the Yodify API. Upon becoming aware of the Data Breach, you will, at your own cost: immediately remedy the Data Breach to preclude any further loss of Client Data; take all reasonable actions to prevent future harm, anticipated or otherwise, to Yodify, Yodify Related Entities, Yodify Clients, and/or Customers; and respond promptly and in detail to Yodify's questions about the Data Breach, communicate the status of your investigation to Yodify on a regular basis, and cooperate in providing Yodify with any additional information required by Yodify in a timely manner. The rights and requirements of this section -- 11. Security -- will survive for five (5) years following any termination of these API Terms.
Your Compliance with Applicable Privacy, Regulatory and Data Protection Laws
You will ensure that you and all your employees, agents, and service providers will remain in strict compliance with and abide by all applicable local, state, provincial, national, and international laws and regulations, as well as regulatory bodies' or agencies' policies applicable to your use of the data accessed through the Yodify API, including, without limitation, laws related to privacy, biometric data, data protection, and confidentiality of communications. Your use of the Yodify API is conditioned upon implementing and maintaining appropriate protections and measures for your service and Application, and that includes your responsibility for the data obtained through the use of the Yodify API. For the data you obtained through the Yodify API, you must:
1. acquire all necessary consents before processing data and obtain additional consent if the processing changes ("Data Access Consents");
2. in the event that you're storing data locally, ensure that data is kept up-to-date and implement corrections, restrictions to data, or deletions of data as reflected in the data obtained through your use of the Yodify API;
3. put into effect proper retention and deletion policies, including deleting all data when your Client abandons your Application, uninstalls your Application, closes its account with you, or abandons the account; and
4. maintain and comply with a written statement available to Clients and Customers that describes your privacy practices regarding data and information you collect and use ("Your Privacy Statement"), and that statement must be as protective as the Yodify Privacy Statement.
You will ensure that you and all your employees, agents, and service providers will remain in strict compliance with and abide by all applicable local, state, provincial, national, and international laws and regulations, as well as regulatory bodies' or agencies' policies, including: (i) the Canadian Personal Information Protection and Electronic Documents Act (S.C. 2000, c. 5); (ii) the Federal Trade Commission Act of 1914 (15 U.S.C. § 43); (iii) the European Union General Data Protection Regulation (Regulation 2016/679); (iv) the ePrivacy Directive (Directive 2002/58/EC) or any local or European law implementing or replacing the same; and (v) the Children’s Online Privacy Protection Act (15 U.S.C. § 6501-6505) or any regulations implemented pursuant thereto.

Nothing in the Agreement shall be construed as creating a joint controller relationship between you and Yodify.
Feedback

If you provide us with feedback (including identifying potential errors and improvements), suggestions, comments (whether existing, suggested, or contemplated) or other feedback that is or may be subject to any Intellectual Property rights (“Feedback”) relating to any aspects of the Yodify API or the Yodify Services, you hereby irrevocably assign to Yodify, all worldwide right, title, and interest in and to the Feedback, and Yodify is free to use, reproduce, disclose, and otherwise exploit the Feedback without attribution, payment, or restriction, including to improve the Yodify API, the Partner Program, or any aspects of the Service and to create other products and services. By providing such Feedback to us, you give to us, without charge, and you acknowledge and agree that it may be used by Yodify to share and/or commercialize it in any way and for any purpose, including to: (i) further develop, evaluate, customize, improve, or market, Yodify API, the Partner Program, or the Service and to create other products and services, (ii) provide ongoing assistance and technical support, (iii) contact you with general or personalized Yodify-related notices and/or interview requests based on your feedback or otherwise, (iv) facilitate, sponsor and offer certain promotions, and monitor performance; (v) to create aggregated statistical data and other aggregated and/or inferred information that Yodify may use to provide and improve its services; (vi) to enhance Yodify's data security and fraud prevention capabilities; and (vii) to comply with any applicable laws and regulations. In addition, you (1) represent and warrant that such Feedback is accurate, complete, and does not infringe on any third party rights; (2) represent and warrant Yodify is free to use, copy, disclose, reproduce, license, distribute, and otherwise exploit the Feedback without attribution, payment, or restriction, in any manner, including to improve the Yodify API, the Partner Program, or the Service and to create other products and services; and (3) explicitly and irrevocably waive any and all claims relating to any past, present or future moral rights, artists’ rights, or any other similar rights worldwide in or to such Feedback, in any manner without obligation, royalty or restriction based on intellectual property rights or otherwise. Yodify will treat any Feedback as non-confidential and non-proprietary. You will not submit any Feedback that you consider confidential or proprietary.
Confidentiality

You may be granted access to certain non-public information, specifications, and software relating to the Yodify API ("Confidential Information"), which is confidential and proprietary to Yodify. You may use Confidential Information only as necessary to exercise your rights granted under these API Terms. You may not disclose any Confidential Information to any third party without Yodify's prior written consent. You agree that you will protect any Confidential Information from unauthorized use, access, or disclosure in the same manner that you would use to protect your own confidential and proprietary information.
Disclaimer of Warranties, Limitation of Liability and Indemnity

Disclaimer of Warranties

WE MAKE NO WARRANTIES, EXPRESS OR IMPLIED, GUARANTEES OR CONDITIONS WITH RESPECT TO YOUR USE OF THE YODIFY API, INCLUDING ALL BETA APIs. YOU UNDERSTAND THAT USE OF THE YODIFY API IS AT YOUR OWN RISK AND THAT WE PROVIDE THE YODIFY API ON AN "AS IS" BASIS "WITH ALL FAULTS" AND "AS AVAILABLE" TO THE EXTENT PERMITTED UNDER YOUR LOCAL LAW. WE EXCLUDE ANY IMPLIED WARRANTIES, INCLUDING FOR MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, AND NON-INFRINGEMENT. YOU MAY HAVE CERTAIN RIGHTS UNDER YOUR LOCAL LAW. NOTHING IN THESE API TERMS ARE INTENDED TO AFFECT THOSE RIGHTS, IF THEY ARE APPLICABLE. WE DO NOT GUARANTEE THE YODIFY API WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE YODIFY API MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. WE DISCLAIM ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION, ERRORS IN FUNCTIONING, OR THAT DATA LOSS WILL NOT OCCUR.

Limitation of Liability

IF YOU HAVE ANY BASIS FOR RECOVERING DAMAGES (INCLUDING BREACH OF THESE API TERMS), YOU AGREE THAT YOUR EXCLUSIVE REMEDY IS TO RECOVER, FROM YODIFY OR ANY YODIFY RELATED ENTITY,

AFFILIATES, PARTNERS, DISTRIBUTORS, RESELLERS, SUPPLIERS (AND RESPECTIVE EMPLOYEES, SHAREHOLDERS, OR DIRECTORS) AND VENDORS, ONLY DIRECT DAMAGES UP TO USD $5.00 COLLECTIVELY. YOU CAN'T RECOVER ANY OTHER DAMAGES OR LOSSES, INCLUDING, WITHOUT LIMITATION, DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, LOST PROFITS, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING DAMAGES FOR LOSSES OF GOODWILL, USE, DATA, OR OTHER INTANGIBLES. These limitations and exclusions apply even if this remedy doesn't fully compensate you for any losses, fails to fulfill its essential purpose, or if we knew or should have known about the possibility of damages. This limitation applies to the entirety of all causes of action, including breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts. To the maximum extent permitted by law, these limitations and exclusions apply to any claims related to these API Terms or your use of the Yodify API.

Relationship

The relationship between a Client and a Developer is exclusively confined to the Client and the Developer, and it is essential to note that Yodify bears no obligation to intervene or act as an intermediary in any dispute that may arise between the Client and Developer. In no event shall Yodify bear any responsibility or liability, whether direct or indirect, incidental or consequential, punitive or exemplary, for any damages of any nature whatsoever arising from or in connection with the Developer's relationship with any Client. These foregoing limitations shall be applicable, irrespective of whether Yodify has been advised of the possibility of such damages.

Indemnification

You agree to defend, indemnify, and hold harmless Yodify from any claim or action brought by a third party, including all damages, liabilities, costs and expenses, and reasonable attorney fees, to the extent resulting from, alleged to have resulted from, or in connection with your breach of the obligations herein or infringement of Yodify's or third party's intellectual property. Yodify will not indemnify you to the extent that an infringement claim is based upon the combination of any Service with any products or services not provided by Yodify.

You agree to indemnify, defend, and hold harmless Yodify and any Yodify Related Entities and their respective directors, officers, employees, subcontractors, and agents (each, an “Indemnified Party”, and collectively the "Indemnified Parties"), with respect to any claim, demand, cause of action, debt or liability, brought by a third party, including all damages, liabilities, costs and expenses, and reasonable attorney fees (collectively referred to as "claims"), to the extent that such claim is based on or arises out of: your breach of the obligations herein; your breach of any representation, warranty, obligation or covenant under the Terms; your gross negligence or willful misconduct; any warranty, condition, representation, indemnity or guarantee relating to Yodify and Yodify Related Entities granted by you to any Client or other third party; your access to or use of the Yodify API; your breach of a Client Agreement; any third party claim that your products or services, including any Application, infringes the intellectual property or other rights of a third party; the performance, non-performance or improper performance of your products or services, including any Application; your relationship with any Client; and a Data Breach.

No Injunctive Relief

You shall not seek rescission, injunctive, or other equitable relief, or enjoin or restrain the operation of the Yodify API, content, or other material displayed on the current Yodify website or successor site, nor shall you be entitled to such relief.

No Third-Party Beneficiaries

This Agreement has no third-party beneficiaries.
Termination

We reserve the right, without notice, to suspend or terminate these API Terms, any rights granted herein, and/or your license to the Yodify API, in our sole discretion, at any time and for any reason. You may terminate these API Terms at any time by ceasing your access to the Yodify API.

Upon termination, all licenses granted herein immediately expire, and you must cease use of the Yodify API. You must also comply with Customer's instructions to return or delete any data accessed or obtained through the Yodify API, unless expressly permitted by Yodify or prohibited by law. Neither party will be liable to the other for any damages resulting solely from the termination of these API Terms.
Proprietary Rights

Yodify retains the sole and exclusive ownership and intellectual property rights of the Service, the Yodify API, and all associated components, including software, information, documentation, templates, methodologies, know-how, processes, equipment, hardware, devices, tools, documents, websites, and any other intellectual or proprietary assets or property used by or on behalf of Yodify or its Related Entities or otherwise in connection with the Service, together with all trademarks, copyrights, trade secrets, patents, and any other inherent or related proprietary rights (collectively referred to as "Yodify Property"). Yodify retains all ownership and intellectual property rights to anything developed and delivered under this agreement resulting from the Services.

To the extent, if any, that ownership of any Yodify Property does not automatically vest in Yodify by virtue of the Terms or otherwise and vests in Developer, Developer hereby agrees to grant and does hereby grant and assign, transfer, and convey to Yodify, upon the creation thereof, all rights, title, and interest Developer may have in and to such Yodify Property (and waives any and all moral rights, as applicable), including the right to sue and recover for past, present, and future violations thereof.

As between Developer and Yodify, Yodify shall own the entirety of the right, title, and interest in any Client Data it acquires through the installation or use of an Application by a Client. Such Client Data is also governed by the Yodify Privacy Policy and the Yodify Terms of Use.

Developer hereby conveys, transfers, assigns, delivers, and contributes to Yodify all of the Developer’s right, title, and interest of whatever kind in and to the intellectual property and services in respect of which the intellectual property is used, and under any registration, if any. Developer agrees that all intellectual property (a) developed using any software, information, documentation, templates, methodologies, know-how, processes, equipment, hardware, devices, tools, documents, websites, and any other intellectual, proprietary assets or property, facilities, or trade secrets of Yodify; or (b) result from work performed by Developer for Yodify; or (c) result from work performed by Developer for Client; or (d) related to Yodify’s current or anticipated research and development will be Yodify’s sole and exclusive property and are hereby assigned by Developer to Yodify. This assignment shall survive the termination of the Agreement for any reason.

Yodify does not acquire ownership in the Developers Application, and Developer does not acquire any ownership rights to the Yodify APIs or the content that is accessed through the Yodify API.
Privacy, Data Security and Client Agreement
The Client must provide the Developer with access to the Client's Private API Credentials before the Developer may access a Client Website or any Client Data; any other access to a Client Website or Client Data by the Developer is strictly prohibited and a violation of the API Terms.

Developer will have a Client Agreement in place and will provide it to the Client, which will include provisions at least as protective of Yodify as those in these Terms. In the Client Agreement, Developer must advise Clients that: (i) the Application is solely the responsibility of the developer; (ii) Yodify is not liable for any defects in the Application or any damage resulting from its installation or use; (iii) Yodify cannot provide assistance, except where expressly stated, with the Applications installation or use; and (iv) Developer is solely responsible for any liability that may result from the use of or access to the Application by a Client, including: (a) the creation, use, promotion, or distribution of the Application, as well as access to it, including assistance with, and support of the Application; or (b) access, use, distribution, or storage of Client Data by Developer.

For the collection, use, and storage of the Client Data, as well as any Personal Information the Application will access once installed, the Developer shall have a privacy policy in place and provide the Client with a privacy policy that complies with all applicable privacy laws, provides adequate notice, and obtains prior consent as required ("Developer Privacy Policy"). The Developer's Client Agreement and Developer Privacy Policy shall, without limiting the foregoing, specify in adequate detail: (i) the services that the Developer's Application shall provide; (ii) the Client Data that the Application will access to facilitate the provision of said services, (iii) the manner in which the Client Data will be transferred to third parties, if applicable; (iv) the manner in which the Client Data will be used by third parties, if applicable; and (v) the contact details of the Developer. Developer shall ensure a reasonable and timely response to any inquiries pertaining to its privacy practices.

If you access Client Data, you will (and will ensure that your employees, agents, service providers, and subsidiaries will):
1. retain Client Data in the strictest confidence and only disclose Client Data to those employees, agents, service providers, and subsidiaries having a “need to know”, and provided that such recipients have been made aware of the restrictions in this Agreement on the disclosure of the Client Data and have agreed in writing to comply with such restrictions and certify to maintain the confidentiality of the Client Data;
2. not use the Client Data directly or indirectly for any purpose other than in connection with the provision of services and fulfilling the requirements of the Client in regards to the Application and Service;
3. not, except as permitted in the Terms, sell, distribute, or otherwise transfer such information to a third party;
4. implement appropriate human, organizational and technological controls to protect against accidental loss, destruction, damage, alteration, or disclosure of the Client Data;
5. have all necessary access controls to include authentication and authorization for access to Client Data to ensure its security and confidentiality;
6. ensure the security of Client Data stored on all fixed and mobile devices, including desktop computers, servers, Network Attached Storage (NAS), and mobile computer devices including but not limited to laptops, tablets, personal data assistants, iPhones, smartphones, iPads, and other smart type devices, and removal storage devices including but not limited to portable hard drives, thumb drives, USB flash drives, optical drives, crypto hardware wallets, compact discs, DVDs, Diskettes, ZIP disks, etc.)("Storage Devices");
7. only in exceptional circumstances and with the written consent of the Client should the Developer hold Client Data on Storage Devices. Should the business requirements necessitate the holding of Client Data on such devices then the Developer shall ensure that only the Client Data absolutely necessary for their purpose is stored in this format and that the Client Data is held on such devices only for the minimum amount of time necessary and furthermore, after such period that they will delete all Client Data from these devices;
8. where the use of Storage Devices is a necessity then the Developer will take all necessary precautions to ensure the safety of these devices from theft or loss. As a minimum all Storage Devices must be protected by the use of strong complex passwords and the Developer will take all necessary steps to implement strong encryption technology, such as, full disk encryption (FDE) (or whole disk encryption) and where whole disk encryption is not possible, then file/folder level encryption to encrypt all Client Data stored on the Storage Device, though with the understanding, full disk encryption does not replace file encryption in all situations, and full disk encryption is recommended in conjunction with file system-level encryption with the intention of providing a more secure data environment.
9. determine, at your sole risk, expense, and discretion, the appropriate encryption solution required to maintain the security and confidentiality of the Client Data, and prevent unauthorized access to the Storage Device you intend to use for your intended application;
10. ensure all Client Data transmitted through email or wireless networks will be satisfactorily encrypted to ensure the security of Client Data;
11. promptly inform the Client of any actual or suspected breach in their security which could give rise to the actual or potential loss, theft, unauthorized release or disclosure of Client Data or any part thereof. In such an event the Developer will immediately supply the Client with all the relevant facts surrounding the actual or suspected breach;
12. not take advantage of Client or Customer through abuse of Client Data, privileged information, misuse of information or resources, manipulation, concealment, misrepresentation of material facts, conflict of interest, corrupt actions, or any unfair or illegal dealing practice;
13. not use Client Data to compete with Client for personal or material gain;
14. respect and safeguard Client's confidential, proprietary and intellectual property including ideas, formulas, trade secrets, original works of authorship, trademarks, service marks, patents, inventions, software, source code, designs, methods, and techniques, regardless if they are registered for protection under any patent, trademark or copyright laws;
15. take appropriate steps and measures to safeguard Client Data from unauthorized disclosure, misuse, loss or theft;
16. not use, access, store, or duplicate the Client Data or any other data obtained through the Application or the Yodify API that pertains to a Client, Client Website, or Customer. Such use, access, storage, or duplication shall be limited to the extent required to deliver the services of the Application to the Client to whom the Client Data pertains, in accordance with the applicable Client Agreement or Developer Privacy Policy, and shall be carried out solely within the limits and for the objectives specified by the Client;
17. delete within thirty days, unless prohibited or varied by applicable law, all originals, copies, and reproductions of the Client Data when: the Client uninstalls the Application; you no longer need to provide your Application's services to the Client for whom the Client Data relates, as may be outlined in the applicable Client Agreement or Developer Privacy Policy; or you receive a legally binding request to delete data from Yodify, a Client, or a Customer. You will immediately inform Yodify if you are unable to comply with this Section 18.17;
18. provide the Client (or the Customer, as required by applicable law) with access to a machine-readable, structured, and commonly used copy of any Personal Information you possess that pertains to the Client or Customer from whom you receive the request, and afford them the opportunity to rectify the information;
19. not conduct competitive benchmarking using information from any Client or Customer;
20. not communicate directly or indirectly with Customer; however, Developer may contact Customer if the information is obtained from another source, such as the Customer themselves, or if Developer has obtained approval to do so in the Client Agreement;
21. before disclosing information to Yodify that you have independently gathered from the applicable individual, you will ensure that you have obtained their effective consent, to the extent that such consent is required by law;
22. unless strictly required to provide the services of your Application or if expressly authorized by the Client, not transfer any data you receive from Yodify (including anonymous, aggregate, or derived data) to any third party or any other Application you may own, either directly or indirectly; and
23. not, except as required to provide the services of your Application, include any Client Data or any other data obtained from Yodify in a search engine or directory, nor shall you incorporate web search functionality on Yodify, except as necessary to provide your Application's services.
General Terms
1. Applicable Law. The API Terms shall be governed by and interpreted in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein, regardless of conflict of laws principles. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Alberta with respect to any dispute or claim arising out of or in connection with the API Terms.
2. Support. Because the Yodify APIs are provided "as is," we may not provide support services for them. You are solely responsible for the quality of your Application and providing support for it.
3. Competitive or Comparable Materials. Yodify has the right and freedom to discuss, evaluate, develop for its own benefit, or develop for, or have developed by, third parties without any restrictions, including activities such as acquiring, licensing, marketing, and distributing materials, products, or services that may compete with Developer's products or services, including any Application, regardless of their similarity to Developer’s products or services, however, Yodify shall not utilize any Confidential Information belonging to the Developer while undertaking these activities.
4. Patent Non-Assertion. The Developer and its associated entities agree not to make any claims of patent infringement against Yodify, Yodify Related Entities, or Yodify products and services, including the Yodify API.
5. Assignment and Delegation. All terms and provisions of the API Terms shall be binding upon and beneficial to the parties to the API Terms and to their respective successors, heirs, permitted assigns, and legal representatives. You may not delegate, assign, or otherwise transfer any rights or obligations under these API Terms, including in connection with a change of control. Any purported assignment or delegation shall be ineffective. We may freely assign or delegate all rights and obligations under these API Terms, fully or partially, without notice to you.
6. Reservation of Rights. All rights not expressly granted herein are reserved by Yodify. You acknowledge that all intellectual property rights within the Yodify API remain the property of Yodify, and nothing within these API Terms will act to transfer any of these intellectual property rights to you.
7. Yodify and you are independent contractors. Nothing in this Agreement shall be construed as creating an employer-employee relationship, an association, a partnership, or a joint venture between the parties. The parties to the API Terms are independent contractors. Neither party is a representative, related entity, or agent of the other party. Neither party shall have any right, power, or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or otherwise bind, the other party.
8. Non-Exclusivity. The provisions within the API Terms are not intended to establish, nor should they be interpreted as establishing, any form of exclusive arrangement between the parties to the API Terms. The provisions outlined in the API Terms shall not impose limitations on either party's ability to engage in comparable agreements with third parties, on condition that such actions do not violate their obligations under the API Terms, including any requirements related to confidentiality.
9. No Waiver. Either party's failure to act with respect to a breach of these API Terms does not waive either party's right to act with respect to that breach or subsequent similar or other breaches.
10. Survival. Sections of these API Terms that, by their terms, require performance after the termination or expiration of these API Terms will survive, such as, for example, the rights and requirements of Section 11. Security.
11. Modifications. We reserve the right to modify these API Terms at any time, with or without individual notice to you. Any modifications will be effective upon your continued use of the Yodify API.
12. Notice. All notices, authorizations, direction, permissions, approvals or other communications hereunder shall be in writing and shall be deemed to have been given and delivered upon: (i) personal delivery, (ii) the second business day after mailing, (iii) the second business day after sending by confirmed facsimile, or (iv) the first business day after sending by email (provided email shall not be sufficient for notices of termination or an indemnifiable claim). Billing-related notices to Client shall be addressed to the relevant billing contact designated by Client. All other notices to Client shall be addressed to the relevant Services system administrator designated by Client.
13. Entire Agreement. These API Terms and any documents incorporated into these API Terms by reference, constitute the entire agreement between you and us regarding the Yodify API and supersede all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of these API Terms. If any provision of these API Terms is found to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable to the maximum extent possible.
Thank you for helping others transform and succeed online,

Yodify, Inc.

Yodify API License and Terms of Use Updated: Feb 01, 2024

Definitions

Access to the Yodify API

Accessing the Yodify Service through a Yodify API

API License

API Guidelines and Restrictions

API Monitoring

Yodify Trademarks

API Limits

Changes to the Yodify API and API Terms

Open Source Software

Security

Your Compliance with Applicable Privacy, Regulatory and Data Protection Laws

Feedback

Confidentiality

Disclaimer of Warranties, Limitation of Liability and Indemnity

Termination

Proprietary Rights

Privacy, Data Security and Client Agreement

General Terms