API Terms of Service

Updated: June 27, 2024

Accepting these Terms of Use

The ProcedureFlow application programming interfaces (“APIs”) are a set of programming interfaces which allow you to programmatically query and connect to ProcedureFlow. Applications (“Applications”) are code, programs or other interfaces which connect to the API Services. Please read these terms of use (“API Addendum”) carefully before accessing and using the API Services. By using or accessing the API Services, You agree to become bound by all the terms and conditions of this API Addendum as well as the terms contained in the materials referenced herein. We reserve the right, at Our discretion, to modify these terms of use at any time by posting a revised API Addendum.

Terms of Use

These terms of use set out Your rights and responsibilities when accessing Our API Services as may be made available by ProcedureFlow from time to time, though Our API Reference.

Definitions

“ProcedureFlow”, "We," "Our" and "Us" refers to Gemba Software Solutions Inc. d.b.a ProcedureFlow. “Your” and "You," refers to the individual, company or legal entity that You represent.

“Services” or “ProcedureFlow Services” means the then-current ProcedureFlow Services described in the On-line Terms of Service, or described in a Master Services Agreement entered into between You and Us (either, as the context supports, hereinafter the “ProcedureFlow Terms of Service”), or in an applicable Order Form.

"API Services" means any integrations, application programming interfaces, software development kits, sample code, command line tools, developer tools and other related documentation and materials (collectively, "API Services") provided by Procedureflow as part of the ProcedureFlow Services, and includes, without limitation, PowerShapes and Rest.

Other defined terms set out in the On-line Terms of Service shall have the same meaning in this API Addendum, except where indicated otherwise.

Access to Our API Services

The License

Subject to the restrictions below, We grant You a non-exclusive, worldwide, non-transferable (subject to the "Assignment" section below), limited license to access our API Services only as necessary to develop, test, use and support an application (an "Application" or "App") for use with the ProcedureFlow Services. You may not sell, rent, lease, sublicense, redistribute, or syndicate access to any of Our API Services.

The Rules

Your license to access and use our API Services is limited and subject Your use of the API Services strictly in accordance with this API Addendum and the ProcedureFlow Terms of Service. Without limiting that, You will not: (A) access our API Services in violation of any law or regulation; (B) access our API Services in any manner that (i) compromises, breaks or circumvents any of our technical processes or security measures associated with the ProcedureFlow Services, (ii) poses a security vulnerability to customers or users of the ProcedureFlow Services, or (iii) tests the vulnerability of our systems or networks; (C) access our API Services in order to replicate, circumvent, or compete in whole or part with the ProcedureFlow Services; (D) attempt to reverse engineer or otherwise derive source code, trade secrets, or know-how of our API Services or ProcedureFlow Services; or (E) attempt to use our API Services in a manner that operates to manipulate or exploit the ProcedureFlow Services, which would in any way act to circumvent Your obligations under the ProcedureFlow Terms of Service or an Order Form.

Transparency & Reporting

If You offer Your Application for use by others outside Your organization, You must maintain a user agreement and privacy policy for Your Application, which is prominently identified or located where users download or access Your Application. Your privacy policy must meet applicable legal standards and describe the collection, use, storage and sharing of data in clear, understandable and accurate terms. You are required to follow applicable legal requirements if the use of Your Application will result in the international transfer of personal data. You must promptly notify us in writing via email to security@procedureflow.com of any breaches of Your user agreement or privacy policy that impact or may impact customers or users of the ProcedureFlow Services. Please review Our Privacy Policy for more information on how we collect and use data relating to the use and performance of our websites and products.

The Right to Suspend Access and Audit

If We believe that there is a violation of the terms of this API Addendum that can be easily remedied by Your modification or update of Your Application, We will, where appropriate, ask You to take direct action rather than intervene. In such a case, We may use Your name, address and other contact details to contact You or provide this contact information to any third party that in Our sole and reasonable determination, claims that You do not possess all of the necessary intellectual property rights. In some instances, We reserve the right to step in directly and take what We determine to be appropriate action if You are not responsive, or if We believe there is a credible risk of harm to Us, the ProcedureFlow Services, our customers, users or any third parties.

ProcedureFlow also reserves a right to audit Your Application to ensure it does not violate our terms and policies. In such cases, You agree that You will cooperate with inquiries related to such an audit and provide us with evidence to demonstrate and prove that Your Application complies with our terms and policies.

Ownership and Proprietary Rights

Reservation of Rights

You retain Your ownership rights in Your Application and We own and will continue to our APIs and ProcedureFlow Services, including all related intellectual property rights therein. All of our rights not expressly granted by the terms of this API Addendum are hereby retained.

Optional Feedback

Suggestions our customers, or developers make, help improve our products and services. If You send us any feedback or suggestions regarding the API Services, and we elect to use it, You grant us an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to You.

Confidentiality

Confidential Information

Each party (“Disclosing Party”) may disclose “Confidential Information” to the other party (“Receiving Party”) in connection with this Agreement, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure including non-public business, product, technology and marketing information. Without limiting the forgoing, if something is marked “Confidential,” it shall be presumed by the Receiving Party to be confidential. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.

Protection and Use of Confidential Information

The Receiving Party will (a) at a minimum take reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with the Contract; and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Contract. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, however, that the advisors are bound to confidentiality obligations at least as restrictive as those in the Contract.

Compelled Access or Disclosure

The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.

Nothing under this confidentiality section shall operate to diminish any obligations of the Receiving Party’s confidentiality obligations under any ProcedureFlow Terms of Service.

Termination

You may terminate this API Addendum by discontinuing use of our API Services, or the ProcedureFlow Services. We may terminate this API Addendum with or without cause, and without notice to You. Upon termination of this API Addendum, all rights and licenses granted to You will terminate immediately. You agree that any APIs that are not made generally available, but that are otherwise made available to You is the confidential information of ProcedureFlow. Upon termination of this Agreement, You will promptly destroy copies of any documentation and any other ProcedureFlow information in Your possession or control that was received under this API Addendum. Termination of Your access to and use of the API Services shall not relieve you of any obligations arising or accruing prior to such termination or limit any liability which You otherwise may have to Us or the API Services, including without limitation any indemnification obligations contained herein.

Representations; Disclaimer of Warranties

Without limiting any other representations or warranties set out in the ProcedureFlow Terms of Service You represent and warrant that You have validly entered into this API Addendum and have the legal power to do so.

EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, THE API SERVICES AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED BY US ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE APIS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

Limitation of Liability

WITHOUT OTHERWISE LIMITING THE TERMS OF THE PROCEDUREFLOW TERMS OF SERVICE, IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS API ADDENDUM (WHETHER IN CONTRACT OR TORT OR UNDER ANY OTHER THEORY OF LIABILITY) EXCEED $1000.

IN NO EVENT WILL WE HAVE ANY LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY LOST PROFITS OR REVENUES OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, AND WHETHER OR NOT YOU OR THE THIRD PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING DISCLAIMER WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

The limitations under this "Limitation of Liability" section apply with respect to all legal theories, whether in contract, tort or otherwise, and to the extent permitted by law. The provisions of this "Limitation of Liability" section allocate the risks under this API Addendum between the parties, and the parties have relied on these limitations in determining whether to enter into this API Addendum.

Application of Consumer Law

Our API Services are intended for use by businesses and organizations and not for consumer purposes. To the maximum extent permitted by law, You hereby acknowledge and agree that consumer laws do not apply. If however any consumer laws do apply and cannot otherwise be lawfully excluded, nothing in these API terms will restrict, exclude or modify any statutory warranties, guarantees, rights or remedies You have, and our liability is limited (at our option) to the replacement or repair of the APIs.

Your Indemnification of Us

You will defend Us from and against any and all third party claims, actions, suits, proceedings, and demands arising from or related to Your violation of this the terms of this API Addendum or Privacy Policy (a "Claim Against Us"), and will indemnify Us for all reasonable legal fees incurred and damages and other costs finally awarded against us in connection with or as a result of, and for amounts paid by Us under a settlement You approve of in connection with, a Claim Against Us. We must provide You with prompt written notice of any Claim Against Us and allow You the right to assume the exclusive defense and control, and cooperate with any reasonable requests assisting Your defense and settlement of such matter. This section states Your sole liability with respect to, and Our exclusive remedy against You for any Claim Against Us under this API Addendum.

Limitations on Indemnifications

Notwithstanding anything contained in the preceding section, (a) we will always be free to choose our own counsel if we pay for the cost of such counsel; and (b) no settlement may be entered into by You, without our express written consent (such consent not to be unreasonably withheld), if: (i) the third party asserting the claim is a government agency, (ii) the settlement arguably involves the making of admissions, (iii) the settlement does not include a full release of liability, or (iv) the settlement includes terms other than a full release of liability and the payment of money.

Nothing under these indemnity or limitations sections shall operate to diminish any indemnification or limitation of liability terms relating to the use of the ProcedureFlow Services under any ProcedureFlow Terms of Service.

Survival

The sections titled "Our Rights to Suspend Access and Audit,", "Ownership & Proprietary Rights," "Termination," "Representations; Disclaimer of Warranties," "Limitation of Liability," "Your Indemnification of Us," "Limitations on Indemnifications," "Survival," as well as all of the provisions under the general heading "General Provisions," and any applicable sections similarly designated the ProcedureFlow Terms of Service will survive any termination or expiration of this API Addendum.

General Provisions

Publicity

You grant us the right to use Your company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential developers and customers, subject to Your standard trademark usage guidelines as provided to us from time-to-time.

Force Majeure

Neither we nor You will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.

Relationship of the Parties; No Third Party Beneficiaries

The parties are independent contractors. This API Addendum does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third party beneficiaries to this API Addendum.

Email and ProcedureFlow Messages

Notices to You will be sent to the appropriate address set out in the ProcedureFlow Terms of Service, an applicable Order Form, or to such other destination address as You may designate in writing from time to time.

Notices to Us will be sent to productfeedback@procedureflow.com, except for legal notices, such as notices of termination, which must be sent to the appropriate address set out in the ProcedureFlow Terms of Service, applicable Order Form , or to such other destination address as We may designate in writing from time to time.

Notices will be deemed to have been duly given the day after they are sent.

Export Controls & Sanctions

Applications made available on the ProcedureFlow platform may be subject to applicable jurisdictions’ export control and sanctions laws and regulations. You agree to comply strictly with all such export control and sanctions laws and regulations that apply to Your distribution or use of the APIs and Applications.

Modifications to our APIs

ProcedureFlow is continuously evolving, and so we need the flexibility to occasionally make changes to our API Services, including changes which may not be backward compatible. We will make reasonable efforts to give notice of these changes. As well, elements of our APIs may be undocumented, including certain methods, events, and properties. Given that these undocumented aspects of our APIs may change at any time, You should avoid reliance on their behaviours.

Modifications to the Agreement

As our business evolves, we may change the terms of this API Addendum as well as to any materials referenced herein. If we make a material change, we will provide You with reasonable notice prior to the change taking effect by emailing the email address associated with Your account. You can review the most current version of the terms of the API Addendum at any time by visiting https://procedureflow.com/terms-of-service. Any materially revised terms will become effective on the date set forth in our notice, and all other changes will become effective upon posting of the change. If You access our API Services after the effective date, that access will constitute Your acceptance of any revised terms and conditions.

Waiver

No failure or delay by either party in exercising any right under this API Addendum will constitute a waiver of that right. No waiver under this API Addendum will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

Severability

This API Addendum will be enforced to the fullest extent permitted under applicable law. If any provision of the API Addendum, including any document incorporated by reference is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the API Addendum will remain in effect.

Assignment

Neither party may assign or delegate any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the API Addendum its entirety, without consent of the other party, to a corporate affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Any purported assignment in violation of this section is void. A party’s sole remedy for any purported assignment by the other party in breach of this section will be, at the non-assigning party’s election, termination of this API Addednum upon written notice to the assigning party. Subject to the foregoing, this API Addendum the will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

Application of Law

What law will apply in any dispute or lawsuit arising out of or in connection with the Agreement and which courts have jurisdiction over any such dispute or lawsuit, depend on where You are domiciled.

The Agreement and any disputes arising out of or related hereto, will be governed exclusively by the applicable governing law above, without regard to conflicts of laws rules or the United Nations Convention on the International Sale of Goods. The courts located in the applicable venue above will have exclusive jurisdiction to adjudicate any dispute arising out of or relating to the Agreement or its formation, interpretation or enforcement. Each party hereby consents and submits to the exclusive jurisdiction of such courts. Each party also hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to the Agreement In any action or proceeding to enforce rights under the Agreement, the prevailing party will be entitled to recover its reasonable costs and legal fees.

Entire Agreement

The Agreement, together with the materials incorporated by reference, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. To the extent of any conflict or inconsistency between the provisions in this API Addendum, the ProcedureFlow Terms of Service, an applicable Order Form and any other materials referenced in this API Addendum, the following order of precedence will apply: (A) the Order Form, (B) API Addendum, (C) the ProcedureFlow Terms of Service, and (C) any other documents or pages referenced in the API Addendum.