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API Terms of Use

Last Updated: March 17, 2015

Thank you for using the higi SH llc (“higi” or “we”) application programming interfaces and associated tools and documentation (including all updates and other modifications thereto, the “higi API”). By using the higi API, you agree to these terms of use (these “API Terms”) and the higi Terms of Use (“TOU”) located at https://www.higi.com/terms (including the higi Privacy Policy referenced therein, located at https://www.higi.com/privacy). By accepting these API Terms or by accessing or using the higi API, you acknowledge that you have read, understood, and agree to be bound by these API Terms. If you are entering into these API Terms on behalf of a company, business or other legal entity, you represent that you have the authority to bind such entity, its end users and its affiliates to these API Terms, in which case the terms “you” or “your” shall refer to such entity, its end users and its affiliates. If you do not have such authority, or if you do not agree with these API Terms, you must not accept these API Terms and you may not use the higi API. You acknowledge that these API Terms represent a contract between you and us, even though it is electronic and is not physically signed by you and us, and it governs your use of the higi API.

We anticipate that the higi API and these API Terms will evolve over time. We will update these API Terms of Service as needed or required and will post such updates here. If you use the higi API after these API Terms have been updated or otherwise revised, your use of the higi API will indicate your consent to be bound by the revised API Terms.

If there is a use case you would like to see covered that is not currently supported by the API or these API Terms, please contact us at apisupport@higi.com to discuss your needs.

a. The higi API. Subject to your full compliance with all of the terms and conditions of these API Terms, we grant you a non-exclusive, revocable, non-sublicensable, nontransferable license to use the higi API to develop, reproduce and distribute applications (“Your Applications”) that interoperate with the operations management tools and services offered by us (through www.higi.com and otherwise) (“higi Services”). You may not install or use the higi API for any other purpose without our prior written consent, including without limitation to access user or customer data or information without authorization or in any manner or for any purpose that violates any law or regulation or any right of any person (including but not limited to intellectual property rights or rights of privacy). You may not use the higi API for purposes of monitoring the availability, performance or functionality of any of our products and services or for any other benchmarking or competitive purposes. You may not (or attempt to) interfere, disrupt or disable any features or functionality that is embedded or included with the higi API. Without limiting the foregoing, you shall not use the higi API for any illegal purpose.

b. Your Applications. You hereby grant to higi a worldwide, non-exclusive, royalty free, license to copy, display, perform, transmit, and use any of Your Applications and related marks and logos that you create using the higi API, for the purposes of promoting the higi Services and marketing and providing Your Applications to customers. However, you acknowledge and agree that higi has no obligation to use or promote any of Your Applications. You represent and warrant that you have all rights, including all copyright, trademark and other intellectual property rights, in Your Applications necessary to offer Your Applications to end users and to grant the license to higi in these API Terms.

a. Restrictions. Except as expressly and unambiguously authorized under these API Terms, you may not (i) copy, rent, lease, sell, transfer, assign, sublicense, disassemble, reverse engineer or decompile (except to the limited extent such restrictions are expressly prohibited by applicable statutory law), modify or alter any part of the higi API or higi Services, or (ii) otherwise use the higi API or higi Services on behalf of any third party. Use of the higi API is subject to restrictions on rate limit, use types and method calls as outlined on the higi Developer Portal. higi may monitor your usage of the API in order to, for example, improve our service and to ensure compliance with our policies. If higi in its sole discretion determines that you have exceeded your rate limits, have attempted to circumvent the rate limit or authentication systems, or otherwise violated these API Terms or the TOU, your ability to utilize the higi API may be temporarily suspended or permanently revoked. You shall secure, and are solely responsible for securing, express consent from the user granting you permission to access such user’s account, including, if applicable, retrieving user-specific information or writing information to such user’s account. You will strictly comply with the scope of express consent granted you when accessing such user’s account.

b. No Unlawful Activity. You agree that Your Applications will not:

impersonate any person or entity or misrepresent your affiliation with any person or entity;
harm minors in any way or expose minors to any harmful content or activity;
transmit any content that is unlawful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
forge headers or otherwise manipulate identifiers in order to disguise the origin of any content transmitted;
upload or otherwise transmit any content that you do not have a right to transmit under any law or under contractual relationships;
upload or otherwise transmit any content that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any person;
upload or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” or “pyramid schemes,”;
upload or otherwise transmit any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
interfere with or disrupt servers or other computer systems;
violate any applicable law or regulation, including, but not limited to, laws regarding export of technical data and privacy and data security, specifically including the Children’s Online Privacy Protection Act and the Health Information Portability and Accountability Act; and/or
promote or provide instructional information about illegal activities.
a. higi Intellectual Property Rights. As between us and you, the higi API and higi Services and all related intellectual property rights are and shall at all times remain the sole and exclusive property of higi and are protected by applicable intellectual property laws and treaties.

b. Feedback. Any feedback, suggestions and ideas (“Feedback”) that you provide regarding the higi API, the higi Services, and/or content or services related thereto will be treated by higi as non-confidential, and higi may, in its sole discretion, use such Feedback in any way, including in future modifications of the higi API, services, products and/or advertising and promotional materials relating thereto. You hereby grant higi a perpetual, worldwide, fully transferable, irrevocable, royalty free license to use, reproduce, modify, create derivative works from, distribute and display the Feedback in any manner and for any purpose.

a. Branding. You may include the words “Powered by higi” in Your Applications and in marketing materials for Your Applications, in all cases subject to higi’s trademark usage guidelines. Except for the foregoing, these API Terms do not include any right for you to use any higi trademark, service mark, trade name or any of our other marks. No rights or licenses are granted except as expressly and unambiguously set forth herein. Except as expressly stated above, you may not use “higi” or any variation thereof in the name of Your Applications. You may not use “higi” or any variation thereof in any domain name, email address, keyword or social media user name.

b. Website Links. You may establish a link to the higi website (www.higi.com), provided that the link does not state or imply that higi sponsors or endorses any other web site, or presents higi in a false, misleading, defamatory or derogatory manner. This permission to link to the higi website does not permit you to use any higi materials or content, unless separately agreed to in these API Terms or some other agreement with higi. You agree that you will remove the link to the higi website if you violate these API Terms or at higi’s request.

You may be given access to certain non-public information, software, and specifications relating to the higi API (“Confidential Information”), which is confidential and proprietary to higi. You may use this Confidential Information only as necessary in exercising your rights granted in these API Terms. You may not disclose any of this Confidential Information to any third party without our prior written consent. You agree that you will protect this Confidential Information from unauthorized use, access, or disclosure in the same manner that you would use to protect your own confidential and proprietary information of a similar nature and in any event with no less than a reasonable degree of care.

a. higi API. higi shall have the right, but in any event shall have no obligation, to provide support for the higi API. Any such support provided by higi shall be subject to the terms of these API Terms as modified by the associated support agreement.

b. Your Applications. You, and not higi, are responsible for providing all customer and technical support and maintenance for Your Applications. You agree to use commercially reasonable measures to maintain the security of all data collected in connection with any of your products or services offered. You agree to not market, sell, transfer or disclose any such data to any third parties, except as expressly permitted by the customer or except as otherwise provided by law. Customers must be permitted to express contact preferences, via notice and opt-out, at the point of collection and in each subsequent marketing communication.

We may update or modify the higi API and these API Terms from time to time at our sole discretion by posting the changes on this site or by otherwise notifying you (such notice may be via email). You acknowledge that these updates and modifications may adversely affect how Your Application accesses or communicates with the higi API. If any change is unacceptable to you, your only recourse is to terminate this agreement by ceasing all use of the higi API and higi Content. Your continued access or use of the higi API or any higi Content will constitute binding acceptance of the change. Further, you acknowledge that higi reserves the right to disable or upgrade the higi API at any time without notice to you and without any form of compensation or consideration to you, regardless of the status of any of Your Applications. higi has no obligation to ensure that an upgrade of the higi API or related services will continue to be compatible with Your Applications.

The higi API and higi Services, including all related content and information, are provided on an “as is” and “as available” basis without any warranties of any kind, and we expressly disclaim any and all warranties, whether express, implied, statutory or otherwise, including implied warranties of merchantability, title, non-infringement and fitness for any purpose, in each case to the maximum extent permitted by law.

Under no circumstances will we be liable to you, under any contract, negligence, strict liability or other theory: (a) for error or interruption of use, inaccuracy or cost of procurement of substitute goods, service or technology or loss of profits or business; (b) for any indirect, exemplary, incidental, special or consequential damages; (c) for any matter beyond our reasonable control, even if we have been advised of the possibility of such loss or damage; or (d) for any amounts that, together with amounts associated with all other claims, exceed one hundred dollars ($100). Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. In these states, our liability will be limited to the greatest extent permitted by law.

You shall defend, indemnify, and hold higi, its affiliates and its and their respective officers, directors, employees and agents harmless from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or relating to Your Applications, your breach of these API Terms, the TOS, or your other access to, or use or misuse of, the higi API or higi Services. We shall provide notice to you of any such claim, suit or demand. We reserve the right to assume the exclusive defense and control of any matter that is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.

These API Terms shall continue until terminated as set forth in this Section. Either party may terminate these API Terms upon written notice to the other party at any time, for any reason, or for no reason including, but not limited to, if you violate any provision of these API Terms. Any termination of these API Terms shall also terminate the license granted hereunder. Upon termination of these API Terms for any reason, you shall destroy and remove from all computers, hard drives, networks, and other storage media all copies of the higi API, and shall so certify to us that such actions have occurred. Sections 1 through 5 and 7 through 12 and all accrued rights shall survive termination of these API Terms.

If you are part of an agency, department, or other entity of the United States Government (“Government”), the use, duplication, reproduction, release, modification, disclosure or transfer of the higi API is restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The higi API is a “commercial item,” “commercial computer software” and “commercial computer software documentation.” In accordance with such provisions, any use of the higi API by the Government shall be governed solely by the terms of these API Terms.

You shall comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control (“OFAC”), or other United States or foreign agency or authority, and you shall not export, or allow the export or re-export of the higi API or higi Services in violation of any such restrictions, laws or regulations. By accessing or using the higi API, you agree to the foregoing and represent and warrant that you are not located in, under the control of, or a national or resident of any restricted country.

Unless the parties have entered into a written amendment to this agreement that is signed by both parties regarding the higi API, these API Terms constitute the entire agreement between you and us pertaining to the subject matter hereof, and supersede any and all written or oral agreements with respect to such subject matter. These API Terms, and any disputes arising from or relating to the interpretation thereof, shall be governed by and construed under Illinois law without reference to its conflict of laws principles or the United Nations Conventions on Contracts for the International Sale of Goods. Unless otherwise elected by us in a particular instance, you hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts located in Chicago, Illinois for the purpose of resolving any dispute relating to your access to or use of the higi API or higi Services. If any provision of these API Terms is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. Our failure to act with respect to a breach of these API Terms by you or others does not constitute a waiver and shall not limit our rights with respect to such breach or any subsequent breaches. These API Terms are personal to you and may not be assigned or transferred for any reason whatsoever (including, without limitation, by operation of law, merger, reorganization, or as a result of an acquisition or change of control involving you) without our prior written consent and any action in violation of the foregoing shall be void and without effect. We expressly reserve and shall have the right to assign these API Terms and to delegate any of our obligations hereunder.