THESE API TERMS OF USE (the “API Terms”) are a legal agreement between you (“You” and “Your”) and TrackTik (as defined below) regarding Your use of the TrackTik API.

BY ENTERING INTO THIS AGREEMENT BY PHYSICAL OR ELECTRONIC SIGNATURE, BY CLICKING ON THE APPROPRIATE ACCEPTANCE BUTTON, BY ENTERING INTO ANOTHER AGREEMENT WITH TRACKTIK IN WHICH THESE API TERMS ARE INCLUDED OR INCORPORATED BY REFERENCE, AND / OR BY DOWNLOADING, ACCESSING OR OTHERWISE USING THE API OR ANY PORTION THEREOF, YOU ACCEPT ALL THE TERMS AND CONDITIONS OF THESE API TERMS. YOU AGREE THAT THESE API TERMS ARE ENFORCEABLE LIKE ANY WRITTEN NEGOTIATED AGREEMENT SIGNED BY YOU AND THAT YOUR USE OF THE API CONSTITUTES ACCEPTANCE OF THESE API TERMS. IF YOU ARE ENTERING INTO THESE API TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY (INCLUDING BUT NOT LIMITED TO ANY TRACKTIK CUSTOMER), YOU REPRESENT AND WARRANT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE API TERMS, IN WHICH CASE THE TERMS “YOU” OR “YOUR” SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT, DO NOT DOWNLOAD, ACCESS AND / OR USE THE API OR ANY PORTION THEREOF. 
 
These API Terms do not govern Your use of TrackTik products or services other than the API. Your use of such products or services shall be governed by and is subject to Your agreeing to the Standard Terms for such products or services. 

1.0 INTERPRETATION

1.1  Definitions

For the purposes of these API Terms:

(a)     “API” means the TrackTik application programming interface(s) that provides access to the TrackTik Services and any associated tools, including any Distributable Code that enables interactions with the TrackTik Services, and documentation that TrackTik makes available, and includes all elements, components, and executables of such API, which may be made available in any form and through any medium, as well as any and all Enhancements thereto;

(b)   “API Documentation” means the documentation found at the URL https://smoke.staffr.net/rest/v1 and any other documentation which may be distributed or made available by TrackTik to API users from time to time;

(c)     “Authorized Applications” means software applications, websites, web applications, mobile applications or other software products or processes developed by You using the API to provide access to the TrackTik Services;

(d)     “Authorized Users” means the identifiable unique persons consisting of your employees, third party consultants, outsourcers, contractors and other service providers who are authorized to access and use, as applicable, the TrackTik Services and / or the TrackTik Application.

(e)     “Distributable Code” means any templates, code stubs, code snippets, example applications, sample code and code fragments in any form whatsoever included as part of the API;

(f)      “Enhancements” means new versions, releases, service packs, bug fixes or other enhancements, upgrades, updates, revisions, or modifications of the API;

(g)     “Intellectual Property Rights” means any and all patents, copyrights, trademarks, trade secrets, trade names and other proprietary rights, whether registered or not, and all registrations or applications in relation to the foregoing as applicable;

(h)     “Party” means either TrackTik or You, as applicable, and “Parties” means TrackTik and You;

(i)      “Standard Terms” means the separate terms that accompany TrackTik products and services. Standard Terms include the subscription agreement under which you obtained access to the TrackTik Services;

(j)       “TrackTik” means the TrackTik company described in the “TrackTik Contracting Entity, Address for Notices, Governing Law, and Venue” section below;

(k)     “TrackTik Application” means the mobile applications for iOS or Android owned by TrackTik for use as part of the TrackTik Services;

(l)      “TrackTik Services” means the services provided by TrackTik for the management of employees and operations in the security and related functionalities; and

(m)   “Trademarks” means the “TrackTik” trademark and logos, whether registered or not, and any other trademarks owned by TrackTik.

2.0 API LICENSE, uses and restrictions

2.1  License Grant. Subject to the terms and conditions of these API Terms, TrackTik grants You a personal, worldwide, revocable, non-exclusive, royalty-free, non-transferable license to: (i) use the API solely for the purposes of developing, testing and debugging Your Authorized Applications; (ii) use and make a reasonable number of copies of the API Documentation for your use in connection with the API; and (iii) allow Authorized Users to access and use Authorized Applications, solely for communicating and interoperating with the TrackTik Services.

2.2  Use of the Distributable Code. Subject to the terms and conditions of these API Terms, You may use, modify or merge all or portions of the Distributable Code with Your Authorized Applications and distribute it only as part of Your Authorized Applications. Any modified or merged portion of the Distributable Code is subject to these API Terms. You may distribute any Distributable Code provided that You shall: (i) add functionality to it in Your Authorized Applications; (ii) not include Distributable Code in malicious, deceptive or unlawful applications; and (iii) not modify, distribute or convey any Distributable Code so that the Distributable Code or any application to which it links, or of which it is a part, becomes subject to an Open Source License. An “Open Source License” is a license which requires, as a condition of license, use, modification, distribution of any software subject to such license that such software (or other software incorporated into, integrated with, derived from and/or distributed with such software) be: (a) disclosed or distributed in source code form to third parties; (b) licensed to third parties for the purpose of making derivative works; and/or (c) be redistributable to third parties at no charge.

2.3  Restrictions. The API is licensed, not sold. You may not rent, lease or lend any of Your rights in the API. You may not, nor may you permit third parties or your Authorized Users to, use the API or any other technology in a manner that: (i) accesses or uses any information beyond what TrackTik allows under these API Terms or the API Documentation; (ii) changes the TrackTik Services or TrackTik Application; (iii) breaks or circumvents any of TrackTik’s technical, administrative, process or security measures; (iv) disrupts or degrades the performance of the TrackTik Services, the TrackTik Application or the API; (v) permits Authorized Applications to disable, override, or otherwise interfere with any TrackTik implemented communications to end users, consent screens, user settings, alerts, warning, or the like; (vi) attempts to cloak or conceal the identity of an Authorized User or the identity of an Authorized Application when requesting authorization to use the API; (vii) uses the API in any manner that compromises, breaks, overloads or works around any technical limitations of the API or any of the TrackTik Services being accessed; (viii) tests the vulnerability of TrackTik’s systems or networks; or (ix) uses the API, or any data obtained using the API, to: (a) conduct performance testing of the TrackTik Services; or (b) identify, exploit or publicly disclose any potential security vulnerabilities of the TrackTik Services. All the foregoing prohibitions shall also apply to any third-party software, hardware, services, processes, applications or other technology not owned by TrackTik but connected to or otherwise related to the TrackTik Services or TrackTik Application.

2.4 Authorized Application Security. You shall ensure that: (i) your Authorized Applications are developed to operate with the API in a secure manner; (ii) the systems, software, networks, and databases that operate the Authorized Applications (including the API content) are properly configured to securely operate the Authorized Applications and store content collected through the Authorized Applications (including API content); and (iii) your Authorized Applications use best security practices and measures to protect the private data of Authorized Users.

2.5 User Agreement and Privacy Policy. If you offer your Authorized Application(s) for use by third parties, you must maintain a user agreement (or equivalent agreement such as a terms of use) and privacy policy for your Authorized Application(s), which is prominently identified or located where users download or access your Authorized Application(s). Your privacy policy must meet applicable legal standards and accurately describe the collection, use, storage and sharing of data, including without limitation personal data. You must promptly notify us of any breaches of your user agreement or privacy policy that impact or may impact TrackTik users or Customers, or otherwise adversely effect TrackTik, its operations, the TrackTik Services or the TrackTik Application.

2.6 Reservation of Rights. You agree that TrackTik may use technology to detect, prevent or limit the impact of any issues caused by your Authorized Applications. This includes, but is not limited to: (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); and (iii) limiting or terminating access to the API if necessary for the security of the TrackTik Services. Except for the licenses expressly granted under Section 2.1, 2.2 and 3.1 of these API Terms, TrackTik (or its licensors/suppliers) retains all right, title and interest in and to: (a) the API (including any Enhancements and Distributable Code); (b) the API Documentation; (c) all TrackTik Trademarks; and (d) all Intellectual Property Rights related to any of the foregoing.

2.7 Feedback. TrackTik shall own all right, title and interest in and to any suggestions, requests or recommendations for improvements or enhancement to the API or other feedback that You may propose or make (collectively, “Feedback”). You hereby irrevocably assign all right, title and interest in and to the Feedback to TrackTik and waive in favour of TrackTik, its successors and assigns any and all moral rights that You have or may have in the Feedback. You agree to provide TrackTik such assistance, as it may require, to document, perfect, and maintain TrackTik’s rights to the Feedback.

3.0 AUDIT RIGHTS

3.1 Audit Entitlement. TrackTik reserves the right to audit your use of the API to ensure compliance with these API Terms. This right includes, but is not limited to, TrackTik’s ability to access, inspect, and review your usage, records, and any data relevant to your use of the API. Audits will be conducted at TrackTik’s expense.

3.2 Data Protection. In conducting audits, TrackTik will comply with all applicable laws and regulations relating to data protection and privacy. TrackTik will ensure that any information obtained during the audit is used solely for the purpose of ensuring compliance with these API Terms and will be treated confidentially.

3.3 Remediation. If an audit reveals non-compliance with these API Terms, you will be required to promptly remedy such non-compliance at your own expense. TrackTik reserves the right to take appropriate actions including, but not limited to, suspension or termination of your access to the API, in case of significant non-compliance.

4. MAINTENANCE POLICIES

4.1 Maintenance. TrackTik may conduct routine maintenance of the API and will use reasonable efforts to perform such maintenance outside of standard business hours. TrackTik will provide advance notice of any maintenance that is likely to have a material adverse effect on your access to the API.

4.2 Downtime and Service Interruptions. TrackTik will use commercially reasonable efforts to minimize any downtime or service interruptions. In the event of a planned service interruption, TrackTik will provide as much advance notice as possible. For more details, you can consult TrackTik Support Level Agreement located at: https://www.tracktik.com/sla/.

4.3 User Responsibility. You are responsible for installing any Enhancements that TrackTik provides and for ensuring that your applications are compatible with the current version of the API. TrackTik is not liable for any issues or losses arising from your failure to install Enhancements or maintain compatibility with the API.

5. API MODIFICATIONS AND VERSIONING

5.1 Modifications. TrackTik reserves the right, at its sole discretion, to modify or replace any part of the API at any time. TrackTik will make reasonable efforts to inform users of any significant changes.

5.2 Versioning. To ensure stability and backward compatibility, TrackTik may maintain different versions of the API. When a new version is released, the previous version will be supported for a defined period of time (the “Support Period”). After the expiration of the Support Period, the outdated version may be retired and no longer be supported and you acknowledge and agree that use of an outdated version is at your sole risk and expense. TrackTik will provide advance notice before retiring an older version of the API.

5.3 Transition Assistance. During the Support Period for an outdated version of the API, TrackTik will provide reasonable assistance to users in transitioning to the newer version of the API. This assistance may include documentation, migration tools, and limited direct support.

5.4 Deprecated Features. TrackTik may, in its sole discretion, mark certain features of the API as deprecated. Users will be notified of any deprecated features, and such features may be removed in future versions. TrackTik may provide alternatives or workarounds for deprecated features when applicable. You acknowledge and agree that use of a deprecated feature is at your sole risk and expense.

6. TRADEMARK LICENSE

6.1 License. Subject to the terms and conditions of these API Terms, TrackTik grants You a personal, revocable, non-exclusive, royalty-free, non-transferable license to use, reproduce and display the Trademarks only in association with Your Authorized Applications. If TrackTik provides You with substitute Trademarks, You shall bear all liability for continued use of the previous Trademarks.

6.2 Limitations. You shall not, in any manner without having obtained the prior written consent of TrackTik which may be withheld at its sole discretion: (i) use the Trademarks with any goods, wares, services or merchandises of any kind which are not included in, or envisioned by, the API; (ii) use any other trademark, logo or symbol in combination with the Trademarks or which are confusingly similar to the Trademarks; or (iii) use the Trademarks other than as specifically authorized under these API Terms.

6.3 Acknowledgement. You acknowledge that TrackTik (or its licensors/suppliers) is the sole and exclusive owner of, and retains all right, title and interest in and to, to the Trademarks and all associated goodwill. You will not acquire and will not claim any title to the Trademarks adverse to TrackTik by virtue of the license granted herein, or through Your use of the Trademarks.

6.4 Standards. You shall comply with any and all standards, policies or instructions provided, from time to time, by TrackTik regarding the use of the Trademarks. You agree to undertake such steps as TrackTik may reasonably request to assist in monitoring and maintaining the quality and form of use of the Trademark. If TrackTik so requests, You agree to submit to TrackTik any uses of the Trademarks for TrackTik’s approval prior to the dissemination of these materials, such approval not to be unreasonably withheld. If at any time TrackTik determines that You are not maintaining adequate quality standards, You shall be considered in breach of these API Terms and subject to the termination provisions of Section 2.

7. TERM; TERMINATION

7.1 Term. These API Terms shall be effective upon Your acceptance as described in the second paragraph on the first page above) and shall end upon termination of these API Terms in accordance with the provisions set out herein.

7.2 Termination. If You are dissatisfied with any aspect of the API, Your sole and exclusive remedy is to cease using the API, which shall terminate these API Terms between You and TrackTik. TrackTik reserves the right to discontinue offering the API or to modify the API at any time in its sole discretion. TrackTik may also, in its sole discretion, terminate or suspend access to the APIs at any time. TrackTik may also terminate these API Terms immediately, without judicial intervention, if You fail to comply with any term herein or the Standard Terms. You acknowledge that termination and/or monetary damages may not be a sufficient remedy if You breach these API Terms and that, notwithstanding anything to the contrary in these API Terms, TrackTik will be entitled, without waiving any other rights or remedies, to injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction in the event of a breach or threatened breach. Upon termination of these API Terms, You must remove promptly all copies (full and partial) and all component parts of the API from Your computer or other systems and discontinue the use of the API. This Section 4.2 and Sections 6, 7 and 8 will survive termination of these API Terms or any discontinuation of the offering of the API, along with any other provisions that would reasonably be deemed to survive such events.

8. DISCLAIMERS

8.1 YOU HEREBY EXPRESSLY AGREE AND ACKNOWLEDGE THAT YOUR USE OF THE API IS AT YOUR SOLE RISK AND THAT TRACKTIK IS PROVIDING THE API “AS IS”, WITHOUT WARRANTY OF ANY KIND. ACCORDINGLY, TRACKTIK AND ITS SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES OR COVENANTS, EXPRESS OR IMPLIED, IN RESPECT OF THE API, INCLUDING WITHOUT LIMITATION, STATUTORY OR IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, ACCURACY, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED AND EXCLUDED.

8.2 TRACKTIK DOES NOT WARRANT, GUARANTEE OR REPRESENT TO YOU THAT THE API WILL MEET YOUR REQUIREMENTS, THAT THE TRACKTIK APPLICATION OR SERVICES WILL OPERATE PROPERLY AS INTEGRATED WITH THE AUTHORIZED APPLICATIONS, THAT THE OPERATION OF THE API WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ANY API DEFECTS WILL BE CORRECTED.

8.3 TrackTik is under no obligation to provide any support under these API Terms, including any Enhancements of the API or any portions thereof, to You or to any other party.

9. LIMITATION OF LIABILITY

9.1 Exclusion of Indirect Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL TRACKTIK, ITS SUPPLIERS AND THEIR OFFICERS, DIRECTORS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, EXTRAORDINARY, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR PROFITS, LOST OR DAMAGED DATA, LOSS OF USE, BUSINESS INTERRUPTION OR ANY OTHER PECUNIARY LOSS), ARISING OUT OF RELATING TO THESE API TERMS, OR CAUSED BY THE USE, MISUSE OR INABILITY TO USE THE API OR ANY ITEMS IN THE API OR THE API DOCUMENTATION, EVEN IF TRACKTIK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY WILL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN WHETHER IN CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY OR UNDER ANY OTHER LEGAL THEORY. Some jurisdictions do not allow the exclusion or limitation of incidental, consequential or special damages, so the above limitation or exclusion may not apply to You.

9.2 Amount TrackTik’s aggregate liability and that of its affiliates and suppliers under or in connection with these API Terms will be limited to the amount paid for the API, if any.

10. INDEMNIFICATION
You agree to defend, indemnify and hold TrackTik, its officers, directors, employees and agents harmless from and against any claim, action, proceeding, liability, loss, damage or expense (including reasonable attorney’s fees and expenses) by reason, or arising out of, or relating to the use or distribution of Your Authorized Applications. You shall, at the request of TrackTik, assume the defense of any demand, claim, action, suit or proceeding against TrackTik by reason thereof and pay any and all damages assess against or that are payable by TrackTik as the result of the disposition of any such demand, claim, action, suit and proceeding. Notwithstanding the foregoing, TrackTik may be represented in any such demand, claim, action, suit or proceeding at its own expense and by its own counsel.

11. GENERAL PROVISIONS 

11.1 Changes to these API Terms. You acknowledge that TrackTik may update these API Terms at any time or from time to time. TrackTik will notify you of any changes (and if applicable, the effective date of such changes if the changes are not immediately effective), in accordance with the Notices provision below. If you do not agree to the changes, then you must stop using the API and the Authorized Applications. If you do not stop using the API and the Authorized Applications, then your use of the API and the Authorized Applications will continue under the changed TOU. TrackTik reserves the right, at its sole discretion, to change the fee requirements for use of the APIs at any time. If TrackTik chooses to change the fee requirements for use of the APIs, TrackTik will provide notice of such terms, and you may elect to stop using the APIs rather than incurring fees.

11.2 Relationship of Parties. These API Terms are an agreement between separate legal persons and neither Party is the agent or employee of the other for any purpose whatsoever. The Parties do not intend to create a partnership or joint venture between themselves. Neither Party shall have the right to bind the other to any agreement or to incur any obligation or liability on behalf of the other Party, except as provided for in these API Terms. 

11.3 Notices. TrackTik will send You legal notices under this TOU, including notices required by law, to the email address associated with your TrackTik account. You are responsible for keeping your contact information up to date. Notices provided to You via email will be deemed given and received on the transmission date of the email. If You do not consent to receive notices electronically, You must stop using the APIs.  

11.4 Entire Agreement. These API Terms constitute the complete agreement between the Parties and supersedes all prior or contemporaneous agreements or representations or warranties, written or oral, with respect to the API. In the event these API Terms are included as part of, or incorporated by reference in, the Standard Terms or another agreement (the “Master Agreement”), in the case of conflict between the Master Agreement and these API Terms, the terms of the Master Agreement shall prevail to the extent required to resolve the conflict. 

11.5 Assignment. You may not assign, delegate or otherwise transfer any of Your rights or obligations under these API Terms without TrackTik’s prior written consent. 

11.6 Severability. If any of the provisions contained in these API Terms are found by a court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, the validity, legality or enforceability of the remaining provisions contained herein shall not be in any way affected or impaired hereby.

11.7 Waiver. The failure of a Party to enforce any provision of these API Terms shall not constitute a waiver of such provision or of the right of such Party to enforce such provision and every other provision. 

11.8 Compliance with Laws. You agree to comply with all laws and regulations applicable to You and your Authorized Users’ use of the TrackTik Application and TrackTik Services, including laws related to privacy, data protection, and U.S. export laws.

11.9 Data Retention and Deletion. You are responsible for implementing reasonable measures for the secure storage, handling, and deletion of data obtained through the API. 

11.10 Data Privacy and Security. You must implement appropriate technical and organizational measures to ensure a level of security appropriate to the risk associated with the data processing activities.

11.11 Language. The parties acknowledge having expressly required that these API Terms including all related documents or policies are to be drawn up in the English language. Les parties aux présentes reconnaissent avoir expressément exigé que les présentes, de même que tous les documents et politiques s’y rattachant, soient rédigées en anglais. 

11.12 TrackTik Contracting Entity, Address for Notices, Governing Law, and Venue. The TrackTik entity entering into this Agreement, the address to which You should direct notices under this Agreement and the law that will apply in any dispute or lawsuit arising out of or in connection with this Agreement depend on where You are domiciled. Any legal suit, action or proceeding arising out of or relating to the Agreement will be commenced and adjudicated only in the applicable court(s) as specified below, and each Party hereto irrevocably submits to the exclusive jurisdiction and venue of such court(s) in any such suit, action or proceeding. This choice of venue does not prevent TrackTik from seeking injunctive relief with respect to a violation of Intellectual Property Rights or confidentiality obligations in any competent court in any appropriate jurisdiction. You and TrackTik expressly disclaim applicability of the terms of the United Nations Convention of Contracts for the International Sale of Goods and any legislation implementing such Convention will not apply to the Agreement, use of the API, TrackTik Application, TrackTik Services nor to any dispute arising therefrom.
 
If You are domiciled in: 
The TrackTik entity entering into this Agreement is: 
Notices should be addressed to: 
Governing law is: 
Courts with exclusive jurisdiction are: 
North America 
TrackTik Software ULC 
4200 St-Laurent, #445, Montreal, Quebec,
Canada, H2W 2R2 With a copy to:  RTM Soft, Inc.
3636 Nobel Dr. Suite 130
San Diego, CA 92122
Attn: Legal Dept. 
Delaware  
State and Federal Counts in New Castle County, Delaware, U.S.A. 
EU and United Kingdom 
TrackTik UK Ltd. 
 5 New Street Square, London, United Kingdom, EC4A 3TW 
With a copy to:  
RTM Soft, Inc.
3636 Nobel Dr. Suite 130
San Diego, CA 92122
Attn: Legal Dept. 
England and Wales 
London, England 
 
These Terms of Use were last updated on December 4, 2023. 

Diese Nutzungsbedingungen wurden zuletzt am 4. Dezember 2023 aktualisiert.