Checkeeper API Terms of Service Agreement
Acceptance of Terms
This Checkeeper API Terms of Service document (the "API TOS") is an agreement you must accept in order to use the Checkeeper API (as described below). This document describes both your rights and your obligations as part of using the Checkeeper API. It is important that you read it carefully because you will be legally bound to these terms. Checkeeper, Llc. ("Checkeeper" "we" "us") only provides the Checkeeper API to you subject to this API TOS. By accepting this API TOS or by accessing or using the Checkeeper API, you agree to be bound by this API TOS (including the general Terms of Service, which are incorporated here by reference).
If you are entering into this API TOS on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to this API TOS. In that case, the terms "you" or "your" shall also refer to such entity. If you do not have such authority, or if you do not agree with this API TOS, you may not use the Checkeeper API. You acknowledge that this API TOS is a contract between you and Checkeeper, even though it is electronic and is not physically signed by you and Checkeeper, and it governs your use of the Checkeeper API.
API Key Definitions
- Application – Any software application, website, or product you create or service you offer using the Checkeeper API (defined below).
- API Documentation – The documentation, data and information that Checkeeper provides regarding the use of the Checkeeper API through the Developer Site.
- Data – means any data and content uploaded, posted, transmitted or otherwise made available by users via the Services, including messages, files, comments, profile information and anything else entered or uploaded into the Service by a user of the Service.
- Checkeeper API or "our API" – The publicly available Checkeeper Application Programming Interface ("API") as well as the related API Documentation.
- Checkeeper Brand – The Checkeeper brand and brand assets, including names, logos, trade names and trademarks.
- Checkeeper Service(s) – Checkeeper's check printing, check formatting, check fulfillment services and related systems and technologies, as well as the website http://Checkeeper.com (the "Site"), and all software, applications, data, reports, text, images, and other content made available by or on behalf of Checkeeper through any of the foregoing. The "Service" does not include Data or any software application or service that is provided by you or a third party (including Applications), whether or not Checkeeper designates them as "official integrations".
As long as you follow this API TOS, Checkeeper grants you a limited, non-exclusive, non-assignable, non-transferable license to use the APIs to develop, test, and support any software application, website, or product, and to integrate the Checkeeper APIs with your Application. Your license is subject to the limitations set forth in Section 4.2 through 4.11 and Section 9 below, and you agree that violation of Section 4 will automatically terminate your license to use the Checkeeper APIs.
Use of APIs and Checkeeper Data
The following identifies limitations on use related to the Checkeeper API:
- Reliance on API. Checkeeper is still evolving, and we need the flexibility to occasionally make changes to our APIs, including backwards incompatible ones. We will try to give notice of these changes, but you should follow the @checkeeper Twitter account for updates. Also, parts of our API are undocumented, including certain methods, events, and properties. Given that these undocumented aspects of our API may change at any time, you should not rely on these behaviors.
- Applicable laws or agreements. You may not use the Checkeeper API in violation of any law or regulation, or rights of any person, including but not limited to intellectual property rights, rights of privacy, or rights of personality, or in any manner inconsistent with this API TOS or Checkeeper's other agreements to which you are subject.
- Scope of acceptable use. You may not use the Checkeeper API or any other technology in a manner that accesses or uses any information beyond what Checkeeper allows under this API TOS or the Documentation; that changes the Checkeeper Service; that breaks or circumvents any of Checkeeper's technical, administrative, process or security measures; that disrupts or degrades the performance of the Checkeeper Service or the Checkeeper API; or that tests the vulnerability of Checkeeper's systems or networks.
- Malware. You may not transmit any viruses or other computer programming that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system or data.
- Reverse engineering. You may not attempt to reverse engineer or otherwise derive source code, trade secrets, or know-how in the Checkeeper API or portion thereof;
- Functionality. You may not use the Checkeeper API to replicate or compete with core products or services offered by Checkeeper. You acknowledge and agree that Checkeeper has or may in the future offer products or services that are similar to your Application, and nothing will prevent Checkeeper from doing so;
- Commercial Use. You may charge for your Application. However, you may not sell, rent, lease, sublicense, redistribute, or syndicate access to the Checkeeper API.
Advertising. You may place advertisements on and around your Application. However, you may not:
- Use Data or any content from Checkeeper in any advertisements or for purposes of targeting advertisements, in your Application or elsewhere; or
- Rate Limits. You will not attempt to exceed or circumvent limitations on access, calls and use of Checkeeper API, or otherwise use the Checkeeper API in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of this API TOS or the Documentation.
- Distribution of your application. You may not distribute or allow access to the Checkeeper APIs to anyone other than, if applicable, the company on whose behalf you entered into this API TOS. Anyone who wants to access our APIs must agree to be bound by this API TOS.
- Use of Checkeeper Brand or Marks. You must not use the Checkeeper Brand in a way that suggests your service is endorsed by, sponsored by, or associated with Checkeeper.
Storage of Data
- Caching Data. Where Data is cached, you should refresh the cache at least every 24 hours.
- Secure Storage Measures. All Data should be stored and served using strong encryption.
- Deletion at Termination. If we terminate your use of the Checkeeper APIs for any reason, then you must permanently delete all Data and any other information that you stored pursuant to your use of the Checkeeper APIs, except when doing so would cause you to violate any law or obligation imposed by a governmental authority. This provision does not require a Checkeeper user to delete Data stored in Checkeeper if the Checkeeper user is prohibited from accessing the Checkeeper API.
- No Other Storing. You may not copy or store any Data or capture or store any information expressed by the Data (such as hashed or transferred data), except to the extent permitted by this API TOS.
- Protections. The network, operating system and software of your web servers, databases, and computer systems (collectively, "Your Systems") must be properly configured to securely operate your Application and store Data. Your Application must use reasonable security measures to protect your users' information. You must not architect or select Your Systems in a manner to avoid the foregoing obligation.
- Reporting. You must promptly report any security deficiencies in, or intrusions to, your Systems to Checkeeper in writing via email to support@Checkeeper.com. This includes any unauthorized access, use, disclosure or destruction of Data. You will work with Checkeeper to immediately correct any security deficiency, and will immediately disconnect any intrusions or intruder. In the event of any security deficiency or intrusion involving the Application, Checkeeper APIs or Data, you will make no public statements regarding such deficiencies or intrusions (e.g., press, blogs, social media, bulletin boards, etc.) without prior written and express permission from Checkeeper in each instance.
As between you and us, we own all rights, title, and interest, including all intellectual property rights, in and to, the (1) Checkeeper APIs, Documentation, and all elements and components thereof; (2) Data; (3) Checkeeper Services; and (4) Brand Features (collectively, the "Checkeeper Materials"). Except for the express licenses granted in this API TOS, Checkeeper does not grant you any right, title, or interest in the Checkeeper Materials. You agree to take such actions as Checkeeper may reasonably request to perfect Checkeeper's rights to the Checkeeper Materials.
Term and Termination
- Duration of Terms. This API TOS will go into effect on the date upon which you agree to them, by accessing or using the Checkeeper API, and will continue until terminated as set forth herein.
- Your Right to Terminate. You may terminate this API TOS by discontinuing use of our APIs.
- Suspension; Termination. We may change, suspend or discontinue the Checkeeper API and suspend or terminate your use of the Checkeeper API, the Checkeeper Service, and/or Checkeeper Brand at any time and for any reason, without notice. Without limiting the foregoing, we may limit your Application's access to the Checkeeper API if it, in our sole discretion, may negatively affect our Service or our ability to provide our Service.
Effect of Termination. Upon termination of this API TOS:
- All rights and licenses granted to you will terminate immediately;
- You will promptly destroy Documentation and any other Checkeeper information in your possession or control that was received under this API TOS;
- Unless we agree otherwise in writing or as stated in this API TOS, you must permanently delete all Data and other information that you stored pursuant to your use of the Checkeeper APIs. Checkeeper may request that you certify in writing your compliance with this section; and
- Checkeeper will make commercially reasonable efforts to remove all references and links to your Application from its Services (Checkeeper has no other obligation to delete copies of, references to, or links to your Application).
Other Important Terms.
- Legal Representations. You represent and warrant to Checkeeper that, excluding Checkeeper Materials, you have the right to use, reproduce, transmit, copy, publicly display, publicly perform, and distribute your Application, and that use of your Application by Checkeeper and its users will not violate the rights of any third party (e.g., copyright, patent, trademark, privacy, publicity or other proprietary right of any person or entity), or any applicable regulation or law, including the Digital Millennium Copyright Act, the laws of any country in which your Application is made available and any applicable export laws.
- Modification of the API TOS. We may change, add to or delete this API TOS or any portion thereof from time to time in our sole discretion. If we make a material change to this API TOS, we will provide you with reasonable notice prior to the changes either by emailing the email address associated with your account or by posting a notice on the Developer Site. You acknowledge that these updates and modifications may adversely impact how you access, use, and communicate with the Checkeeper API. If any change in unacceptable to you, then your only recourse is to cease all use of the Checkeeper API. Your continued access or use of the Checkeeper API will mean that you agree to the updates and modifications.
Other Applicable Agreements. You and your Application must also comply with the following, which are hereby incorporated by reference:
In the event of any conflict between the content in this document and the above documents, this document controls your use of the Checkeeper APIs.
Disclaimer of Warranties; Limitation of Liability; Indemnity
- NO WARRANTIES. THE CHECKEEPER API AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND CHECKEEPER EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT CHECKEEPER DOES NOT WARRANT THAT THE CHECKEEPER API WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE CHECKEEPER API, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM CHECKEEPER OR THROUGH THE DEVELOPER SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS API TOS.
- LIMITATION ON LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL CHECKEEPER BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, FOUR HUNDRED ($400) U.S. DOLLARS, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOS. Some jurisdictions 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 JURISDICTIONS, Checkeeper'S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
- Indemnity. You agree to defend, hold harmless and indemnify Checkeeper, and its subsidiaries, affiliates, officers, agents, employees, and suppliers, from and against any third party claim arising from or in any way related to your or your users' use of the Application, Checkeeper API or Data, use of Checkeeper Brand, or violation of this API TOS, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, we will provide you with written notice of such claim, suit, or action.
This API TOS and any claim, cause of action or dispute ("Claim") arising out of or related to this Agreement shall be governed by the laws of the state of South Carolina, United States, regardless of your country of origin or where you access the Checkeeper Service, and notwithstanding any conflicts of law principles and the United Nations Convention for the International Sale of Goods. You and Checkeeper agree that all Claims arising out of or related to this Agreement must be resolved exclusively in the courts located in the county of Greenville, South Carolina or the U.S. District Court of South Carolina. You and Checkeeper agree to submit to the personal jurisdiction of the courts located within the county of Greenville, South Carolina and agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts for the purpose of litigating all such Claims. Notwithstanding the above, you agree that Checkeeper shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
General Legal Terms
- Severability. If any provision of this API TOS 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 in order to effect the intention of the provision; if a term cannot be so modified, it will be severed and the remaining provisions of this API TOS will not be affected in any way.
- Language. Where Checkeeper has provided you with a translation of the English language version of this API TOS or any document referenced in this API TOS, you agree that the translation is provided for your convenience only and that the English language versions of any such document, will control.
- Notice and Service of Process. We may notify you via postings on the Developer Site or via the email address associated with your Application or Checkeeper Service account. Checkeeper accepts service of process by mail or courier at the physical address set forth in Section 16.9 below. Any notices that you provide without compliance with this section shall have no legal effect.
- Entire Agreement. This API TOS and any documents incorporated into this API TOS by reference, constitute the entire agreement between you and Checkeeper regarding the Checkeeper APIs and supersedes 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 this API TOS.
- No Informal Waivers, Agreements, or Representations. Our failure to act with respect to a breach of this API TOs by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. No representations, statements, consents, waivers or other acts or omissions by any Checkeeper affiliate shall be deemed legally binding on any Checkeeper affiliate, unless documented in a physical writing hand signed by a duly appointed officer of Checkeeper.
- Injunctive Relief. In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Developer Site or Checkeeper Service or any Checkeeper APIs, or other material used or displayed through the Checkeeper Developer Site or Checkeeper Service.
- Assignment and Delegation. You may not assign or delegate any rights or obligations under this API TOS, including in connection with a change of control. Any purported assignment and delegation shall be ineffective. We may freely assign or delegate all rights and obligations under this API TOs, fully or partially without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you, Checkeeper Technologies, Inc. for any third party that assumes our rights and obligations under this API TOs.
- Potential Other Rights and Obligations. You may have rights or obligations under local law other than those enumerated here if you are located outside the United States.