Last Updated: June 6, 2023
These API Terms of Use and any additional terms, policies and guidelines that we may publish (collectively, the “API Terms”) govern your use of any application programming interface (“API”) provided by Green Patch Inc. (“Green Patch”, “us”, “we” or “our”) to users (“you” or “your”) of the Practice Better service (the “Service”). If there is a conflict between these API Terms and the Terms of Service applicable to users of the Service regarding the use of an API, these API Terms will govern.
By accessing or using an API, you agree to comply with the API Terms, which are a legal agreement between you and us. If you are accessing or using an API as a user or developer on behalf of an entity, you represent and warrant that you have the authority to bind that entity to these API Terms and all references to “you” and “your” in these API Terms shall refer to that entity.
Please read the API Terms carefully before using any APIs. If you do not agree with the API Terms, in whole or in part, please do not use any APIs.
Subject to your compliance with the API Terms, we grant you a limited, non-exclusive, non-assignable, non-transferable, fully revocable license to use our APIs to develop, test and support your own applications. You may use the APIs only as expressly permitted in these API Terms. Violation of these API Terms may result in the suspension or termination of your use of our APIs in our sole and absolute discretion.
The APIs will be provided as an add-on feature for subscribers to the Service and will be subject to fees in addition to your monthly subscription fees for the Service, as detailed in the API terms and conditions on the Service and in accordance with our general Terms of Service.
You will only access (or attempt to access) our APIs by the means described in any printed documentation regarding such APIs, any electronic documentation regarding the APIs, and any other online or other documentation that is generally made available by us to users or developers regarding the APIs (the “Documentation”).
You are solely responsible for: (i) obtaining all equipment and developing or obtaining software required to access our APIs; (ii) ensuring the compatibility of all equipment and software with our APIs in accordance with the Documentation; (iii) determining the suitability of your equipment and software for the purpose of using our APIs; and (iv) paying all fees including, without limitation, all taxes and Internet access fees, necessary to use our APIs. For the avoidance of doubt and for greater certainty, you are solely responsible for determining the suitability of any computers or devices, including mobile devices, browser software or other third party software, network configuration and internet service, or other hardware or software, including but not limited to any software used by you to access and use an API. This includes but is not limited to the assessment of a device’s or software’s ability to maintain the security and privacy of any data, including any personal information and personal health information, viewed, downloaded, or otherwise accessed or transmitted through our APIs.
You will not, either on your own behalf or through any agent or third party, decompile, disassemble, reverse engineer, or otherwise attempt to derive or extract the source code from any API or any related software, or modify or create derivative works based on any component of the API or any Documentation. For example, but without limitation, you shall not yourself or through any agent or third party: (i) translate any software code provided by us in connection with the API, including without limitation for the purpose of reverse engineering or to discover the structure, sequence or organization of the software or any portion thereof; (ii) monitor, interfere with, or reverse engineer the technical aspects of the API; (iii) intentionally compromise the security of the API or take any action intentionally, or neglect or omit to take, any action that compromises the security of the API; or (iv) sell, lease license or sublicense the API or Documentation except as expressly authorized under these API Terms. You shall not use our APIs for any purpose that is unlawful or prohibited by these API Terms.
You will comply with all applicable law, regulation, and third party rights (including without limitation, laws regarding the import or export of data or software, privacy and local laws). You will not use our APIs to encourage, promote or facilitate illegal activity or violation of third party rights. You will not violate any other terms of service with us.
We may set and enforce limits on your use of our APIs (e.g. limiting the number of API requests that you make or the number of users you may serve), in our sole discretion. You agree to, and will not attempt to circumvent, such limitations documented with each API. If you would like to use any API beyond these limits, you must obtain our express consent (and we may decline such request or condition acceptance on your agreement to additional terms and/or charges for that use).
If you provide feedback, ideas, concepts, or suggestions (collectively “Feedback”) to us about our APIs, all Feedback and associated intellectual property rights becomes the sole and exclusive property of Green Patch to use as we wish without obligation to you and you hereby waive all moral rights in such Feedback in our favour.
You warrant that your API client (“API Client”) has been developed to operate with our API content in a secure manner. Your network, operating system and the software of your servers, databases and computer systems must be properly configured to securely operate your API Client and store content collected through your API Client. Your API Client must use reasonable security measures to protect the private information of your users.
We may use technology to detect, prevent or limit the impact of any issues caused by your API Client (before, after or instead of suspension of your access). This may include, for example, (i) filtering to stop spam; (ii) performing security or privacy monitoring regarding scraping, denial of service attacks, user impersonation, application impersonation, or illicit consent grant(s); or (iii) limiting or terminating your access to our APIs.
We do not acquire ownership in your API Clients, and by using our APIs, you do not acquire ownership of any rights in our APIs or the content that is accessed through our APIs that you do not already have.
You must comply with all laws and regulations applicable to your use of the data accessed through our APIs, including without limitation laws related to privacy, data protection and confidentiality of communications. Your use of our APIs is conditioned upon implementing and maintaining appropriate protections and measures for your service and API Client, and that includes your responsibility to the data obtained through the use of our APIs.
Developer credentials (such as passwords, keys and client IDs) are intended to be used by you and identify your API Client. You will keep your credentials confidential and make reasonable efforts to prevent and discourage other API Clients from using your credentials. Developer credentials may not be embedded in open source projects.
Our communications to you and our APIs may contain our confidential information (“Confidential Information”). Confidential Information includes any materials, communications, and information that are marked confidential or that would normally be considered confidential under the circumstances. If you receive any such information, then you will not disclose it to any third party without our prior written consent. Confidential Information does not include information that you independently developed, that was rightfully given to you by a third party without a confidentiality obligation, or that becomes public through no fault o your own. You may disclose Confidential Information when compelled to do so by law if you provide us reasonable prior notice, unless a court orders that we not receive such notice.
Some of our APIs may allow the submission of content to the Service. We do not acquire any ownership of any intellectual property rights in the content you submit to our APIs through your API Client, except as expressly provided in these API Terms. For the sole purpose of enabling us to provide, secure and improve our APIs (and the related service(s)) and only in accordance with applicable privacy policies, you give us a perpetual, worldwide, sublicensable, royalty-free and non-exclusive license to Use content submitted, posted, or displayed to or from the APIs through your API Client. “Use” means use, host, store, modify, communicate and publish. Before you submit content to our APIs through your API Client, you will ensure that you have the necessary rights (including the necessary rights from your end users) to grant us the license.
When an end user’s non-public content is obtained through the APIs, you may not expose that content to other users or to third parties without explicit opt-in consent from that user.
You may stop using our APIs at any time with or without notice. Further, if you want to terminate the API Terms, you must provide us with prior written notice and upon termination, cease your use of the applicable APIs. We reserve the right to terminate the API Terms with you or discontinue our APIs or any portion or feature or your access thereto for any reason and at any time without liability or other obligation to you.
Upon any termination of the API Terms or discontinuance of your access to an API, you will immediately stop using the API. We may independently communicate with any account owner whose account(s) are associated with your API Client and developer credentials to provide notice of the termination of your right to use an API. Notwithstanding termination of your access to an API, the provisions in these API Terms that by their nature are intended to continue indefinitely will continue to apply, including but not limited to those provisions relating to confidentiality, content, termination, and liability.
Except as expressly set out in the API Terms, we do not make any specific promises about our APIs. For example, we do not make any commitments about the content accessed through our APIs, the specific functions of the APIs, or their reliability, availability, or ability to meet your needs. We provide the APIs on an “as is, where is” basis only.
Some jurisdictions provide for certain warranties, like the implied warranty of merchantability, fitness for a particular purpose, and non-infringement. Except as expressly provided for in the API Terms, to the greatest extent permitted by applicable law, we exclude all warranties, guarantees, conditions, representations, and undertakings.
To the greatest extent permitted by applicable law, we will not be responsible for lost profits, revenues, or data, financial losses, or indirect, special, consequential, exemplary or punitive damages.
To the greatest extent permitted by applicable law, our total liability for any claim under the API Terms, including for any implied warranties, is limited to the amount you paid us to use the applicable API during the six (6) months prior to the event giving rise to the liability. (For Quebec residents only): the foregoing paragraph does not apply to damages that result from the acts of Green Patch.
In all cases, we will not be liable for any expense, loss or damage that is not reasonably foreseeable.
Unless prohibited by applicable law, you will defend and indemnify us, our affiliates, directors, officers, employees, and users against all liabilities, damages, losses, costs, fees (including legal fees) and expenses relating to any allegation or third-party legal proceeding to the extent arising from (i) your misuse or your end user’s misuse of the APIs, (ii) your violation or your end user’s violation of the API Terms, or (iii) any content or data routed into or used with our APIs by you, those acting on your behalf, or your end users.
We may modify the API Terms or any portion thereof to, for example, reflect changes to the law or changes to our APIs. You should review the API Terms regularly. We will post notice of modifications to the API Terms within the Documentation of each applicable API on the Service website. Changes will become effective no sooner than thirty (30) days after they are posted. However, changes addressing new functions or an API or changes made for legal reasons will be effective immediately. If you do not agree to the modified API Terms for an API, you should discontinue your use of that API. Your continued use of the API constitutes your acceptance of the modified API Terms.
We each agree to contract in the English language. The API Terms do not create any third party beneficiary rights or any agency, partnership, or joint venture. In no event shall you seek or be entitled to rescission, injunctive or other equitable relief in connection with these API Terms. We are not liable for failure or delay in performance to the extent caused by circumstances beyond our reasonable control. If you do not comply with the API Terms and we do not take action right away, that does not mean that we are giving up any rights that we may have (such as taking action in the future). If it turns out that a particular term is not enforceable, this will not affect any other terms. The API Terms are the entire agreement between us relating to its subject and supersede any prior or contemporaneous agreements on that subject. (Not applicable to Quebec residents) All matters arising out of or relating to these API Terms will be governed by and construed in accordance with the laws of the Province of Ontario and the federal laws of Canada applicable therein without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction).
If you have any questions about these API Terms, please contact us at [email protected].