Canoe API Developer Portal Terms of Use

Introduction and Acceptance

Welcome to the API Developer Portal of Canoe Software, Inc. (“Canoe“, “we“, “us“, or “our“). These Terms of Use (“Terms”) govern access to and use of the Developer Portal by Developers (“you” or “your”), including any Documentation, content, or other information or materials provided or otherwise made available on or through the Developer Portal. By accessing or using the Developer Portal or Documentation, you accept and agree to be bound and abide by these Terms. So please read all the Terms carefully. If you do not agree to these Terms, you must not access or use the Developer Portal or any Documentation.

IMPORTANT: NOTHING IN THESE TERMS GRANTS YOU ANY RIGHT OR LICENSE TO ACCESS OR USE ANY CANOE API. IF YOU WOULD LIKE TO ACCESS AND USE ANY CANOE API, A SEPARATE AGREEMENT IS REQUIRED.

The Developer Portal is intended for use by Developers who agree to these Terms. You may not use the Developer Portal or Documentation, and may not accept the Terms, if (a) you are not of legal age to form a binding contract with Canoe, or (b) you are a person barred from using the Developer Portal or Documentation under the applicable laws of the United States or other countries including the country in which you are resident or from which you access and/or use the Developer Portal or Documentation. If you are using the Developer Portal or Documentation, on behalf of a legal entity, you represent and warrant that you have authority to bind that legal entity to the Terms and by accepting the Terms, you are doing so on behalf of that legal entity (and all references to “you” in the Terms refer to that entity).

1. For the purposes of these Terms, the following terms shall have the meanings ascribed to them below:
   1. “API” means the application programming interfaces, developer tools, and associated materials and software made available by Canoe Software, Inc. to the Developer through the Developer Portal.
   2. “Applications” means websites and applications developed and licensed by you or a third party.
   3. “Canoe” means Canoe Software,
   4. “Developer” means the individual or entity that accesses or uses the Developer Portal or Documentation.
   5. “Developer Portal” means the online platform provided by Canoe Software, Inc. for developers to access and use the Documentation.
   6. “Documentation” means any technical or other specifications or documentation that Canoe may provide to you for use in connection with the APIs, that is specific to a specific API, or is otherwise provided or made available to you through the Developer Portal.
   7. “Privacy Policy” means Canoe’s Privacy Policy available at: https://canoeintelligence.com/privacy-policy/ as updated from time to time.

1. Canoe reserves the right, in its sole discretion, to modify or update these Terms at any time, in our sole You are responsible for periodically checking this page for any updates. If you do not agree with the updated Terms, you may not access or use the Developer Portal or any Documentation. Your continued use of the Developer Portal or Documentation after any updates indicates your acceptance of the updated Terms.

1. Subject to the terms and conditions set forth herein, Canoe hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, non-transferable, limited license to access and use the Developer Portal and Documentation solely for your internal business purposes in connection with your use of the APIs.
2. We reserve the right to modify, suspend, or discontinue the Developer Portal or Documentation, or your access to the Developer Portal or Documentation, at any time without notice for any reason, including but not limited to, your breach of these In the event of termination or suspension, you must immediately cease all use of the Developer Portal and the Documentation and delete all copies of the Documentation, if any, in your possession or control. Canoe shall not be liable to you or any third party for any modification, suspension, or discontinuance of the Developer Portal or Documentation.

1. You agree to:
   1. use the Developer Portal and the Documentation in compliance with all applicable laws, regulations, and guidelines, including but not limited to those related to data protection, privacy, and intellectual property rights;
   2. use the Developer Portal and Documentation in compliance with any and all policies set forth by Canoe and in a manner that does not infringe upon or misappropriate the rights of Canoe or any third parties, or violate any terms of service, terms of use, acceptable use policies, or other similar terms to which you are subject; and
   3. notify Canoe immediately of any unauthorized use of your account or any other breach of security with respect to the Developer Portal.
2. You may not, and shall not permit any third party to:
   1. reverse engineer, decompile, disassemble, attempt to discover the source code of, modify, decrypt, or create derivative works of the Developer Portal, or Documentation;
   2. use the Developer Portal or the Documentation in a manner that could damage, disable, overburden, or impair any of the Canoe’s servers or the networks connected to any of the Canoe’s servers, or interfere with any other party’s use and enjoyment of the Developer Portal or the Documentation;
   3. interfere with or disrupt the Developer Portal or APIs;
   4. download, copy, or distribute the Documentation without Canoe’s express written consent;
   5. remove, obscure, or alter any Canoe terms of service or any links or notices of those terms;
   6. use any trademarks, logos or service marks belonging to Canoe;
   7. access or use the Developer Portal or Documentation to create, design, develop, use, or train any Applications, products or services that compete with any Canoe products or services, or copy the design, layout, “look and feel” or other features of the Developer Portal or Documentation, or Canoe’s websites;
   8. attempt to gain unauthorized access to the Developer Portal or Documentation, other accounts, computer systems, or networks connected to any Canoe website or software server through hacking, password mining, or any other means;
   9. use the Developer Portal, Documentation, or APIs for any competitive purposes, or benchmarking analysis or purposes, or any other purpose that is detrimental to Canoe; or
   10. Perform an action with the intent of introducing to the Developer Portal, Documentation, or any Canoe websites, products, or services any viruses, worms, defects, Trojan horses, malware, or any other harmful code or items of a destructive nature.

1. All intellectual property rights in and to the Developer Portal, Documentation, and APIs, including but not limited to, any trademarks, tradenames, logs, branding, software, documentation, data, proprietary methods and systems, features, functions, improvements, enhancements, modifications, and any derivatives thereof, are owned solely by Canoe or its licensors. All rights not expressly granted in these Terms are expressly reserved by There are no implied licenses or other rights granted to you under these Terms.
2. If you provide any feedback or suggestions about our Developer Portal, Documentation, APIs, then we (and those we allow) may use such information without any obligation, compensation, or attribution to you.

1. You acknowledge that, through your use of the Developer Portal, or through our communications to you, you may be exposed to confidential and proprietary information belonging to Canoe or its licensors, including but not limited to technical and business information, product plans, designs, costs, product prices and names, finances, marketing plans, and other sensitive information (collectively, “Confidential Information“). You agree to maintain the confidentiality of all such Confidential Information and to use it only for the purpose of using the Documentation and Developer Portal as permitted under these Terms.
2. Your credentials (such as passwords, keys, and client IDs), if any, are intended to be used by you You are solely responsible for keeping your credentials confidential and secure and shall properly and appropriately restrict access to your credentials.
3. Upon termination of your access to the Developer Portal, or upon Canoe’s request at any time, you agree to return or destroy all Confidential Information received from the Canoe, including all copies and extracts thereof, except to the extent legally required to comply with any applicable legal or regulatory obligations.

1. YOUR ACCESS TO AND USE OF THE DEVELOPER PORTAL AND DOCUMENTATION IS SOLELY AT YOUR OWN YOU ACKNOWLEDGE THAT THE DEVELOPER PORTAL AND DOCUMENTATION ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE MAKE NO WARRANTY OR GUARANTEE THAT THE DOCUMENTATION OR DEVELOPER PORTAL WILL MEET YOUR REQUIREMENTS, WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, ACCURATE, COMPLETE, OR THAT DEFECTS OR INACCURACIES WILL BE CORRECTED.

1. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL CANOE OR ITS AFFILIATES OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, ENHANCED, OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA, BUSINESS INTERRUPTION, OR ANY OTHER COMMERCIAL LOSSES, ARISING UNDER OR RELATED TO THESE TERMSYOU’RE YOUR USE OR INABILITY TO USE THE DEVELOPER PORTAL OR DOCUMENTATION, WHETHER UNDER A THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), WARRANTY, PRODUCTS LIABILITY, OR OTHERWISE, EVEN IF CANOE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, SUCH DAMAGES WERE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. In no event shall Canoe’s, and its affiliates’ and licensors’ total liability to you under this Agreement for all claims and damages (except where prohibited by applicable law) exceed, in the aggregate, the amount of fifty dollars ($50.00).

1. To the extent permitted by applicable law, you agree to indemnify, defend, and hold harmless Canoe, its affiliates and licensors, and its and their officers, directors, employees, agents, licensors, and suppliers from and against all claims, losses, liabilities, expenses, damages, taxes, fees, fines, penalties, and costs, including reasonable attorneys’ fees and court costs, arising or resulting from any violation of these Terms, any wrongful or negligent act or omission by you, or any other person accessing the Developer Portal or Documentation on your behalf, or any infringement or misappropriation by you, or any other user of your account, of any intellectual property or other right of any person or entity.

1. You may stop using the Developer Portal or Documentation at any time with or without We reserve the right to terminate the Terms with you or discontinue the Developer Portal or any portion or feature or your access thereto for any reason and at any time without liability or other obligation to you. Upon termination of these terms or your use of or access to the Developer Portal or Documentation for any reason, you immediately cease all use of the Documentation and the Developer Portal and delete all copies of the Documentation and any Confidential Information in your possession or control.
2. The following terms shall survive any termination or expiration of these Terms: Any terms of this Agreement that by their nature should survive termination, including, but not limited to, Sections 2, 4(b), 6, 7, 8, 9, 10, this 11(b), 12 and 13.

1. By accessing and using the Developer Portal or Documentation you agree that we may use any information you submit, provide or otherwise make available to us in accordance with our Privacy Policy.

1. Governing Law and Jurisdiction. These Terms and any disputes arising out of or related to the Developer Portal, or the Documentation (“Dispute“) shall be governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of laws The parties hereby irrevocably consent to the exclusive jurisdiction and venue of the federal and state courts located in New York, New York, for all disputes arising out of or related to these, the Developer Portal, or the Documentation.
2. Assignment. Thes Terms and any rights and licenses granted hereunder, may not be transferred or assigned by you without the express written consent of the Canoe. This Agreement binds and inures to the benefit of the parties and their respective successors and permitted assigns.
3. Interpretation. If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
4. Entire Agreement. This Agreement constitutes the entire agreement between the parties regarding the use of the Documentation and Developer Portal, and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.
5. No Waiver. The failure of either party to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision unless acknowledged and agreed to by the party in writing.