Engage API Terms of Services (TOS)

1. Acceptance of Terms

This Engage API Terms of Service document (the “API TOS”) is an agreement you must accept in order to use the Engage API (as described below). This document describes both your rights and your obligations as part of using the Engage API. It is important that you read it carefully because you will be legally bound to these terms. Engage, Inc. (“Engage” “we” “us”) only provides the Engage API to you subject to this API TOS. By accepting this API TOS or by accessing or using the Engage API, you agree to be bound by this API TOS (including the Privacy Policy and 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 Engage API. You acknowledge that this API TOS is a contract between you and Engage, even though it is electronic and is not physically signed by you and Engage, and it governs your use of the Engage API.

2. API Key Definitions

a. Application – Any software application, website, or product you create or service you offer using the Engage API (defined below).

b. API Documentation – The documentation, data and information that Engage provides regarding the use of the Engage API through the Developer Site.

c. Data – means any data and content uploaded, posted, transmitted or otherwise made available by users via the Services, including messages, message history, timestamping, customer contact information and anything else entered or uploaded into the Service by a user of the Service.

d. Developer Site – Engage’s Developer site found at https://github.com/engageco

e. Engage API or “our API” – The publicly available Engage Application Programming Interface (“API”) as well as the related API Documentation.

f. Engage Brand – The Engage brand and brand assets, including names, logos, trade names and trademarks.

g. Engage Service(s) – Engage’s real-time communication, messaging, message history and search services and related systems and technologies, as well as the user website https://dashboard.engage.com (the “Site”), and all software, applications, data, reports, text, images, and other content made available by or on behalf of Engage 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 Engage designates them as “official integrations”.

3. API License

As long as you follow this API TOS, Engage 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 Engage 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 Engage APIs.

4. Use of APIs and Engage Data

The following identifies limitations on use related to the Engage API:

a. Reliance on API. Engage is a constant work of progress, and thusly 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 engage.co/updates 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.

b. Applicable laws or agreements. You may not use the Engage 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 Engage’s other agreements to which you are subject.

c. Scope of acceptable use. You may not use the Engage API or any other technology in a manner that accesses or uses any information beyond what Engage allows under this API TOS or the Documentation; that changes the Engage Service; that breaks or circumvents any of Engage’s technical, administrative, process or security measures; that disrupts or degrades the performance of the Engage Service or the Engage API; or that tests the vulnerability of Engage’s systems or networks.

d. 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.

e. Reverse engineering. You may not attempt to reverse engineer or otherwise derive source code, trade secrets, or know-how in the Engage API or portion thereof;

f. Functionality. You may not use the Engage API to replicate or compete with core products or services offered by Engage. You acknowledge and agree that Engage has or may in the future offer products or services that are similar to your Application, and nothing will prevent Engage from doing so;

g. Commercial Use. You may charge for your Application. However, you may not sell, rent, lease, sublicense, redistribute, or syndicate access to the Engage API.

h. Advertising. You may place advertisements on and around your Application. However, you may not:

i. Place any advertisements within Engage Service channels, and your advertisements may not resemble or be reasonably likely to confuse users as being an Engage Service message;

ii. Use Data or any content from Engage in any advertisements or for purposes of targeting advertisements, in your Application or elsewhere; or

iii. Use contact information obtained from Engage (including email addresses) to contact Engage users outside of Engage without their express permission.

i. Rate Limits. You will not attempt to exceed or circumvent limitations on access, calls and use of Engage API, or otherwise use the Engage 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.

j. Use for promotion of gambling or adult content. You may not use the Engage APIs in any Application that includes adult content, promotes gambling, involves the sale of tobacco or alcohol to persons under 21 years of age, or otherwise violates any applicable law or regulation.

k. Distribution of your application. You may not distribute or allow access to the Engage 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.

5. Use of Engage Brand or Marks. You must not use the Engage Brand in a way that suggests your service is endorsed by, sponsored by, or associated with Engage.

6. Storage of Data

a. Caching Data. Where Data is cached, you should refresh the cache at least every 24 hours.

b. Secure Storage Measures. All Data should be stored and served using strong encryption.

c. Delete at User Request. You must delete all Data you have collected from an Engage user upon request by that user, and when the Engage user de-authorizes your Application or closes his or her account with you. Similarly, when a client stops using your Application, you should delete all Data obtained from that client. The restrictions of this Section do not apply to Data that Engage users also provide directly to you and that is separately entered or uploaded to you by the user of your Application.

d. Deletion at Termination. If we terminate your use of the Engage APIs for any reason, then you must permanently delete all Data and any other information that you stored pursuant to your use of the Engage APIs, except when doing so would cause you to violate any law or obligation imposed by a governmental authority (e.g. HIPAA compliance, etc.). This provision does not require an Engage user to delete Data stored in Engage if the Engage user is prohibited from accessing the Engage API.

e. 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.

7. Your User Agreement and Privacy Policy

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 accurately describe the collection, use, storage and sharing of data. You must promptly notify us of any breaches of your user agreement or privacy policy that impact or may impact Engage users. Your privacy policy must be at least as stringent and user-friendly as ours.

8. Security Measures

a. 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.

b. Reporting. You must promptly report any security deficiencies in, or intrusions to, your Systems to Engage in writing via email to hello@engage.co or subsequent contact information posted on the Developer Site. This includes any unauthorized access, use, disclosure or destruction of Data. You will work with Engage 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, Engage 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 Engage in each instance.

9. Government Access. You will not knowingly:

a. Allow or assist any government entities, law enforcement, or other organizations to conduct surveillance or obtain data using your access to the Engage API in order to avoid serving legal process directly on Engage. Any such use by you for law enforcement purposes is a breach of this API TOS.

b. Display, distribute or otherwise make available Data or any Application to any person or entity that you reasonably believe will use Data to violate the Universal Declaration of Human Rights (located at http://www.un.org/en/documents/udhr/), including without limitation Articles 12, 18, or 19. Any law enforcement personnel seeking information about Engage users will be referred to Engage corporate counsel. You will not conduct and your Application will not provide analyses or research that isolates a small group of individuals or any single individual for any unlawful or discriminatory purposes. Exemptions to these restrictions may be requested for exigent circumstances and are subject to prior written approval from Engage.

10. Government Use.

The Engage APIs are “commercial items” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Any use, modification, derivative, reproduction, release, performance, display, disclosure or distribution of the Engage API by any government entity is prohibited, except as expressly permitted by the terms of this API TOS. Additionally, any use by U.S. government entities must be in accordance with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4. The contractor/manufacturer is Engage, Inc., 600 N 36th St, Suite 222, Seattle, WA, 98103.

11. Ownership.

As between you and us, we own all rights, title, and interest, including all intellectual property rights, in and to, the (1) Engage APIs, Documentation, and all elements and components thereof; (2) Data; (3) and Engage Services. The only exception to this is Data that you as an Engage user have licensed to Engage under the http://www.engage.co/terms-of-service, which governs that Data. Except for the express licenses granted in this API TOS, Engage does not grant you any right, title, or interest in the Engage Materials. You agree to take such actions as Engage may reasonably request to perfect Engage’s rights to the Engage Materials.

12. Term and Termination

a. Duration of Terms. This API TOS will go into effect on the date upon which you agree to them, by accessing or using the Engage API, and will continue until terminated as set forth herein.

b. Your Right to Terminate. You may terminate this API TOS by discontinuing use of our APIs.

c. Suspension; Termination. We may change, suspend or discontinue the Engage API and suspend or terminate your use of the Engage API, the Engage Service, and/or Engage Brand at any time and for any reason, without notice. Without limiting the foregoing, we may limit your Application's access to the Engage API if it, in our sole discretion, may negatively affect our Service or our ability to provide our Service.

d. Effect of Termination. Upon termination of this API TOS:

i. All rights and licenses granted to you will terminate immediately;

ii. You will promptly destroy Documentation and any other Engage information in your possession or control that was received under this API TOS;

iii. 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 Engage APIs. Engage may request that you certify in writing your compliance with this section; and

iv. Engage will make commercially reasonable efforts to remove all references and links to your Application from its Services (Engage has no other obligation to delete copies of, references to, or links to your Application).

v. The following sections of this API TOS shall survive any termination, Sections 4 (“Use of the APIs and Engage Data”), 5 (“Use of Engage Brand or Marks”), 6 (“Delete at User Request”), 6 (“Deletion at Termination”), 7 (“Your User Agreement and Privacy Policy”), 8 (“Security Measures”), 11 (“Ownership”), 12 (“Term and Termination”), 13 (“Other Important Terms”), 14 (“Disclaimer of Warranties; Limitation of Liability; Indemnity”), 15 (“Dispute Resolution”) and 16 (“General Legal Terms”).

13. Other Important Terms.

a. Legal Representations. You represent and warrant to Engage that, excluding Engage 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 Engage 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.

b. 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 Engage API. If any change in unacceptable to you, then your only recourse is to cease all use of the Engage API. Your continued access or use of the Engage API will mean that you agree to the updates and modifications.

c. Other Applicable Agreements. You and your Application must also comply with the following, which are hereby incorporated by reference:

i. Engage Terms of Service

ii. Engage Privacy Policy

In the event of any conflict between the content in this document and the above documents, this document controls your use of the Engage APIs.

14. Disclaimer of Warranties; Limitation of Liability; Indemnity

a. NO WARRANTIES. THE ENGAGE API AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND ENGAGE 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 ENGAGE DOES NOT WARRANT THAT THE ENGAGE 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 ENGAGE API, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM ENGAGE OR THROUGH THE DEVELOPER SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS API TOS.

b. LIMITATION ON LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL ENGAGE 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, FIVE HUNDRED ($500) 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, ENGAGE’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

c. Indemnity. You agree to defend, hold harmless and indemnify Engage, and its subsidiaries, affiliates, officers, agents, employees, partners, 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, Engage API or Data, use of Engage 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.

15. Dispute Resolution

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 Washington, United States, regardless of your country of origin or where you access the Engage Service, and notwithstanding any conflicts of law principles and the United Nations Convention for the International Sale of Goods. You and Engage agree that all Claims arising out of or related to this Agreement must be resolved exclusively in the courts located in the county of King, Washington State or the U.S. District Court for the Western District of Washington. You and Engage agree to submit to the personal jurisdiction of the courts located within the county of King, Washington or the Western District of Washington, 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 Engage shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.

16. General Legal Terms

a. 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.

b. Language. Where Engage 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.

c. Notice and Service of Process. We may notify you via postings on the Update Site or via the email address associated with your Application or Engage Service account. Engage 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.

d. Entire Agreement. This API TOS and any documents incorporated into this API TOS by reference, constitute the entire agreement between you and Engage regarding the Engage 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.

e. 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 Engage affiliate shall be deemed legally binding on any Engage affiliate, unless documented in a physical writing hand signed by a duly appointed officer of Engage.

f. 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 Engage Service or any Engage APIs, or other material used or displayed through the Engage Developer Site or Engage Service.

g. 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, Engage Technologies, Inc. for any third party that assumes our rights and obligations under this API TOs.

h. 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.

i. How to Contact Us. If you have questions or comments about this API TOS, or wish to make use of our Engage API in any way not permitted by this API TOS, please contact us via email at hello@engage.co or by physical mail at:

Engage, Inc.
600 N 36th St, Suite 222
Seattle, WA 98103

These API TOS were lasted updated September 7, 2016