Last Updated: September 29, 2023
PLEASE READ THESE TERMS CAREFULLY. IF YOU DO NOT AGREE WITH THESE TERMS IN THEIR ENTIRETY, YOU MAY NOT USE THE DEVELOPER PLATFORM AND BY PROCEEDING WITH ONBOARDING YOU WILL BE DEEMED TO HAVE AGREED TO THESE TERMS WHICH WILL CONSTITUTE A BINDING LEGAL AGREEMENT BETWEEN YOU AND OPTIX. IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF AN ENTITY OR ORGANIZATION, YOU HEREBY REPRESENT AND WARRANT THAT YOU HAVE ALL THE NECESSARY PERMISSIONS AND AUTHORITY TO AGREE AND TO BIND SUCH ENTITY OR ORGANIZATION TO THIS AGREEMENT.
I. Developer Platform
1. About the Developer Platform
These API Terms permit Administrators registered on the Developer Platform (“Developer”/”you”) to view publicly scoped API endpoints and documentation made available by Optix from time to time to build integrated applications that read/write data to Optix accounts (“Developer Apps”) and test against your own test accounts (“Developer Apps”) for potential inclusion in the Optix App Marketplace. Optix may alter, suspend, or discontinue the Developer Platform at any time and for any reason or no reason, without prior notice. In addition, we may modify any of the terms and conditions hereof and alter or modify the Optix API (as defined below) at any time and at our sole discretion. If any of the modifications are unacceptable to you, your only recourse is to terminate and cease use of the Developer Platform and Optix API. Continued access and use of the Developer Platform after any changes to the foregoing is deemed acceptance of the modifications.
You must be an Administrator and at least eighteen (18) years old to access and use the Developer Platform at https://developer.optixapp.com/. Optix reserves the right to refuse any person or entity entry into the Developer Platform.
3. Registration; Account Security
4. Developer Apps
Access to and use of the Optix APIs is subject to the API and Development Terms in Part II below. Developer Apps must be approved and accepted by Optix prior to being made available through the Optix App Marketplace for installation by Optix users to their Optix account.
5. Optix App Marketplace
II. API and Development Terms
Subject to the terms and conditions of this Agreement, Optix hereby grants to you a limited, worldwide, royalty-free, non-exclusive, non-transferable, non-sub-licensable, revocable right and license to access and use Optix’s proprietary application programming interface, and the accompanying documentation, code and related materials, (the “Optix API”), for the sole purpose of enabling technical integration and creating Developer Apps.
2. License Restrictions
The foregoing license to the Optix API is subject to the following general restrictions:
- the Optix API shall only be used to develop and test Developer Apps intended for the Optix App Marketplace and/or for use with the Optix Service;
- you shall not distribute, sell, lease, rent, lend, transfer, assign or sublicense any rights granted under these API Terms to any third party or use or access the Optix API in order to monitor the availability, performance, or functionality of the Optix API, the Optix Service or any portion thereof or for any similar benchmarking purposes;
- you shall not remove or destroy any copyright notices, proprietary markings or confidentiality notices placed upon, contained within or associated with the Optix API;
- you shall not engage in any activity that interferes with, disrupts, harms, damages, or accesses in an unauthorized manner the servers, security, networks, data, applications or other properties or services of Optix or any third party;
- you shall not modify, translate, reverse engineer, disassemble, reconstruct, decompile, copy, or create derivative works of the Optix API or Services, or any aspect or portion thereof, except to the extent that this restriction is expressly prohibited by applicable law;
- you shall not attempt to circumvent any technology limits or restrictions for any reason or create any Developer App to distribute spyware, adware or other objectionable programs or to carry out any unlawful or fraudulent activities;
- use of the Optix API must be in accordance with all applicable laws and governmental regulations, as well as industry best practices;
3. Additional API Terms
- Optix may update change or discontinue the availability of the Optix API in whole or in part, including removal of features, at any time In Optix’s sole discretion without any liability to you or anyone else. We may also impose limits on certain features and services or restrict your access to some or all of the Optix API or impose charges for certain features or functionality. Your continued use of the Optix API following a subsequent release will be deemed acceptance of modifications and acknowledgement that: (i) updates may adversely affect the manner in which your Developer App accesses or communicates with the Optix API; and (ii) you must implement and use the most current version of the Optix API and, at your own cost, make any changes to your Developer App that are required as a result of such an update.
- Optix reserves the right to set and enforce limits on use of the Optix API including but not limited to limiting the number of requests that you may make.
- Use of the Optix API may be monitored by Optix at any time and Optix reserves the right to test and review any Developer App for compliance with the terms of this Agreement including requiring access to descriptions of features and functionality and source code for testing purposes. Developers shall not block or interfere with any such monitoring efforts. Optix reserves the right to immediately terminate Developer access for breach of any of the foregoing restrictions.
4. Development Support
Administrators are provided secure remote access to Optix’s development environment, comprising Optix’s API, related documentation and demo accounts for the Optix Service. Such access shall be for the sole and exclusive purpose of developing Developer Apps and testing the same in accordance with any other technical requirements or documentation provided by Optix from time to time. Optix shall provide reasonable support to the Developer to answer questions and provide advice regarding the Optix API.
5. Intellectual Property
- Optix IP. The Optix API, and all software, documentation, information, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, websites and any additional intellectual or other property used by or on behalf of Optix or made available pursuant to these API Terms together with all related intellectual property rights in the same (collectively, “Optix IP”) will be and remain the sole and exclusive property of Optix. Optix does not acquire ownership in any Developer App, and by using the Optix API, you do not acquire ownership of any rights in the Optix APIs or the content that is accessed through the Optix APIs.
- Trademarks. Each party hereby agrees that all goodwill arising out of the use of the other party’s trade names and trademarks pertaining to such other party’s services shall inure solely to the benefit of such party. Optix hereby grants the Developer a limited, revocable, non-exclusive, non-sublicensable, royalty-free and non-transferable license during the term to display the Optix Trademarks for the sole purpose of notifying users of the Optix Service that the Developer App is compatible with the Optix Service.
- Feedback. If you provide any feedback (including identifying potential errors and improvements to the Optix API) to Optix concerning the Optix API or any aspects of the Optix Service, App or Website (“Feedback”), you hereby assign to Optix all right, title, and interest in and to the Feedback, and Optix is free to use, reproduce, disclose, and otherwise exploit the Feedback without attribution, payment or restriction, including to improve the Optix API or the Service and to create other products and services. Optix will treat any Feedback as non-confidential and non-proprietary. You will not submit any Feedback that you consider confidential or proprietary.
- Termination by Optix. Access to the Optix API may be terminated or suspended by Optix at any time in Optix’s sole discretion, without liability to you or any third party including for removal of any Developer Apps from the Optix App Marketplace. Reasons for termination by Optix may include but are not limited to your breach of any API Terms or any documents incorporated by reference. Termination or suspension of your access to the Optix API may negatively affect Administrators who use your Developer Application, and you are responsible to ensure that all Administrators who access or use your Developer Application are aware of this risk.
- Termination by You. You may terminate by properly cancelling your account. You can cancel your account at any time by ceasing use of Optix APIs and access to the Developer Platform addition to any and all other rights and remedies that Optix may have.
- Effect of Termination. On termination: (a) each party shall return to the other party, or destroy (and provide certification of such destruction), all property of the other party in its possession or control (including all Confidential Information); (b) the Developer shall immediately cease displaying any Optix Trademarks on any website or otherwise; and (c) all rights granted to the Developer hereunder will immediately cease, including the right of the Developer to access and use the Optix API.
During the Term of this Agreement, each Party shall maintain in confidence and shall not disclose to third parties without the other’s prior written consent: i) the specific terms of this Agreement, ii) information that is proprietary or confidential to the other Party and is marked as such or a reasonable person in the circumstances would understand to be confidential, whether it is marked or not. The confidentiality provisions of this Agreement shall not apply to, and shall exclude, information which (a) is or becomes generally available to the public through no fault of the receiving Party, (b) is generally disclosed to a third parties by the disclosing Party without restriction, (c) is rightfully obtained by the receiving Party from other sources without restriction, (d) is independently developed by the receiving Party without reference to the disclosing Party’s confidential information, (e) was previously known to the receiving Party or (f) is required to be disclosed by law or court order. Each Party shall be entitled to seek injunctive relief to enforce the provisions of this section, it being agreed that other damages may be inadequate in the event of breach thereof.
The Optix API is provided “as-is”. Optix makes no warranties hereunder, and Optix expressly disclaims all warranties, express or implied, including warranties of non-infringement, merchantability and fitness for a particular purpose. Without limiting the foregoing, Optix further disclaims all representations and warranties, express or implied, that the Optix API or the Developer Platform satisfies all of your or any other user’s requirements or will be uninterrupted, error-free or free from harmful components.
YOU SHALL INDEMNIFY AND HOLD OPTIX AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, AND EMPLOYEES, HARMLESS FROM ALL CLAIMS, ACTIONS, PROCEEDINGS, DEMANDS, DAMAGES, LOSSES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES), INCURRED IN CONNECTION WITH ANY MATERIALS SUBMITTED, POSTED, TRANSMITTED OR MADE AVAILABLE BY YOU INCLUDING ANY DEVELOPER APPS.
10. Limitation of Liability
UNDER NO CIRCUMSTANCES SHALL OPTIX BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES THAT RESULT FROM (I) YOUR USE OF OR YOUR INABILITY TO USE THE DEVELOPER PLATFORM OR OPTIX API, (II) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, INFORMATION OR SERVICES, (III) ERRORS, MISTAKES, OR INACCURACIES IN THE MATERIALS ON THE WEBSITE, OR (IV) ANY ERRORS OR OMISSIONS IN ANY MATERIAL ON THE WEBSITE OR ANY OTHER LOSS OR DAMAGE OF ANY KIND ARISING FROM OR RELATING TO YOUR USE OF THE DEVELOPER PLATFORM INCLUDING ANY OPTIX API. THESE LIMITATIONS SHALL APPLY EVEN IF OPTIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OPTIX’S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO ONE HUNDRED DOLLARS ($100). THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENSION PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
11. General Provisions
- Assignment. This Agreement shall not be assigned or transferred by the Developer, whether voluntarily or involuntarily or by operation of law, in whole or in part, to any other entity without the prior written consent of Optix.
- Waiver and Amendment. No modification, amendment or waiver of any provision of this Agreement shall be effective unless in writing and signed by the Party to be charged. No failure or delay by either Party in exercising any right, power, or remedy under this Agreement, except as specifically provided herein, shall operate as a waiver of any such right, power or remedy.
- Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of British Columbia, Canada without giving effect to any conflict of laws or provisions whether contained in Canadian law or the laws of your current state or country of residence. Any legal proceedings arising out of or relating to this Agreement will be subject to the jurisdiction of the courts of the province of British Columbia, Canada. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.
- Notices. All notices, demands or consents required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above. Notice shall be considered delivered and effective on the earlier of actual receipt or when: (a) personally delivered; (b) the day following transmission if sent by telex, telegram or facsimile when followed by written confirmation by registered overnight carrier or certified mail; or (c) three (3) days after posting when sent by registered private overnight carrier (e.g., DHL, Federal Express, etc.); or (d) ten (10) days after posting when sent by certified mail. Notice shall be sent to the Parties at the addresses set forth on the first page of this Agreement or at such other address as shall be specified by either Party to the other in writing in accordance with this Section 11(d).
- Non-Exclusivity. Nothing in the API Terms is intended to create, nor shall it be construed as creating, any exclusive arrangement between the Developer and Optix. The API Terms shall not restrict either party from entering into similar arrangements with others, provided it does not breach its obligations under the Terms by doing so, including any confidentiality obligations.
- Independent Contractors. The Parties are independent contractors. Neither Party shall be deemed to be an employee, agent, partner, joint venturer or legal representative of the other for any purpose and neither Party shall have any right, power or authority to create any obligation or responsibility on behalf of the other. Any use of the term “partner” or “partnering” or similar terminology (except as used in the immediately preceding sentence of this Section) does not mean or refer to a legal partnership, but instead means or refers to a co-operative business or contractual relationship.
- Entire Agreement. These API Terms, including all other documents linked or otherwise incorporated or referenced herein by Optix, sets forth the entire agreement and supersedes any and all prior agreements, written or oral, of the parties with respect to the subject matter hereof (including any prior version of these API Terms).