The Perch API Agreement (“Agreement”) is made and entered into by and between Catalyft Labs, Inc. a Delaware corporation, doing business as Perch (“Perch”, “we” and/or “us”) and you. “You” and “your,” as used in this Agreement, means you individually and the entity that you represent, if applicable. If you are entering into this Agreement for an entity, you represent and warrant to us that you have the legal authority to bind that entity to this Agreement. You hereby agree that your use of the Perch API shall be governed by this Agreement.
This Agreement will evolve as our business and platform expands, so you agree to check back often and make sure that you are familiar with the most current version of this Agreement whenever you engage in any use of the Perch API Materials. Any amendment to this Agreement will be effective upon our posting of such updated terms at this location or the successor URL that Perch may select. Your continued use of the Perch API Materials after such posting constitutes your consent to be bound by this Agreement, as updated and amended. Additionally, we may modify, remove or add portions of, or otherwise update the Perch API Materials from time to time in Perch’s sole discretion.
Capitalized terms used but not defined in this Agreement shall have the meaning set forth in our general Terms of Service (the “Terms)”. Any Users who access the Perch API hereunder agree to be bound by the provisions of the Terms relating to account Admins.
- Once your registration is approved by Perch’s authorized representative, you are authorized to use the Perch API Materials to:
- Obtain information you are permitted to access otherwise through your or Your Participating Organizations’, Perch account (all such information accessed through the Perch API is referred to in this Agreement as the “API Return Info”).
- Conduct an independent analysis of the API Return Info for you or your Participating Organization’s personal use.
- Perform certain digital processing activities on the API Return Info.
- Otherwise use the API Return Info in connection with your active Perch Account.
- To use the Perch API Materials, you must use the unique key token provided by Perch and generated with reference to your active Perch account (“API Token”). You may only use the unique API Token that Perch issues to you. You understand, acknowledge, and agree that the API token provides read-only access.
- You are solely responsible for the security and confidentiality of your API Token and may not share your API Token with any other individual, nor use it in connection with any Perch account other than the account it was issued to. You are responsible for all use that occurs under your API Token, including any activities by you or your employees, contractors, or agents. If you believe an unauthorized person has gained access to the API Token we issue you, you must notify us immediately and collaborate with us in good faith to replace the compromised token.
- Perch may contact you from time to time about your use of the Perch API Materials and/or API Token, and you agree to be responsive to inquiries from Perch.
- You acknowledge and agree that if you contact Perch for assistance with the Perch API, Perch cannot guarantee that we will be able to resolve the error or issue. You agree Perch will have no liability whatsoever for incompatibilities between the Perch API Materials and any desired use thereof by you or any third party.
Perch API Materials: Permitted Use and Limitations
- Perch reserves the right at any time to modify or discontinue, temporarily or permanently, the Perch API Materials, your use of the Perch API Materials, or any portion thereof with or without notice to you and without any form of compensation or consideration to you, regardless of your use of the Perch API Materials.
- Perch reserves the right to create, modify, improve, and enforce controlling mechanisms for use of the Perch API Materials in its sole discretion. Perch has no obligation to ensure that an upgrade of the Perch API Materials or the Perch Services will be compatible with any existing or planned technology operated by your, your partners, your employees, your vendors, or other third parties.
- Perch reserves the right to revoke your API Token or terminate or limit any uses of the Perch API Materials if you violate this Agreement, terminate your account on our Services, or if we otherwise object to your use of the Perch API Materials. If you are unsure if a certain use of the Perch API Materials is permitted or if there is a use case you would like to see covered that is not currently supported by the API or this Agreement, please contact us at email@example.com to discuss your needs.
- Perch may use any items of intellectual property that you create using the Perch API Materials for the purposes of promoting Perch and its Services. However, Perch has no obligation to use or promote anything you may develop using the Perch API Materials in accordance with this Agreement, subject to Perch’s approval as set forth above (collectively, “Developer Applications”).
- You, and not Perch, are responsible for providing all customer and technical support and maintenance for any Developer Applications. Perch has no obligation to provide any type of technical or other support for the Perch API Materials or any services or content related thereto, whether provided by Perch, by you, or by third parties.
- You agree to use commercially reasonable and appropriate administrative, technical, and physical measures, including taking account of the measures described in Article 32(1) of the General Data Protection Regulation 2016 /679 (“GDPR”), to maintain the security and integrity of (i) all data you access or collect from the Perch API Materials including but not limited to Perch user personal and activity data (collectively “Perch Data”), and (ii) all other data you access or collect in connection with any of your Developer Applications (“Developer Application Data”). Perch Data and Developer Application Data are collectively defined as “Data.” You are fully responsible for the security of Data used in connection with your Developer Applications or otherwise in your possession. You agree to comply with all applicable state and federal laws and rules in connection with your collection, security and dissemination of any personal, financial, card, or transaction Data on your site or through the Developer Application. For example, and not as a limitation, you must ensure that any Perch Data is encrypted and transmitted over a secure, encrypted channel (e.g., HTTPS). You must notify Perch of any security breach, including any personal data breach within the meaning of the GDPR, related to your Developer Application or Perch Data as soon as possible but no later than twenty-four (24) hours of your discovery of any such security incident.
- Your use of the Perch API Materials may be subject to certain limitations on access, data requests, and use as set forth on the documentation made available to you by Perch concerning your use of the API (any such materials, the “Perch API Documentation”). If we believe that you have attempted to exceed or circumvent these limitations, your ability to use the Perch API Materials may be temporarily or permanently blocked. We may monitor your use of the Perch API Materials to improve the Perch API Materials or the Perch Services, and to ensure compliance with this Agreement. Your use of certain endpoints may be subject to certain limitations on access as established by Perch from time to time. If you desire to implement an endpoint or scope in a manner that would exceed the limitations on access, please contact us. You may not, and may not encourage or allow any third party to interfere with, hinder, limit, or modify any notices or authorization or consent requests provided by Perch.
- You may not use the Data to conduct targeted or behavioral advertising.
- In general, we reserve the sole right to determine whether or not your use of the Perch API Materials is acceptable, and to revoke Perch API Materials access for any Developer Application that we determine is not providing added benefit to Perch users and/or is not in the best interests of Perch or our users. The following are some, but not all, restrictions applicable to the use of the Perch API Materials including, but not limited to, Perch Data:
- You may not use Perch API Materials for any purpose other than in connection with your active Perch account in good standing.
- You may not use the Perch API Materials in any manner that is competitive to Perch or the Perch Services, including, without limitation, in connection with any application, website or other product or service that also includes, features, endorses, or otherwise supports in any way a third party that provides services competitive to Perch’s products and services, as determined in our sole discretion.
- You will be bound by all of the obligations of Admins in our Terms, and by these Terms generally.
- You may not process Perch Data, including in an aggregated or de-identified manner, for the purposes of, including but not limited to, analytics, analyses, customer insights generation, and products or services improvements. Perch Data may not be combined with other customer data, for these or any other purposes.
- You may not include or use the Perch API Materials in, or in connection with, any application, website or other product or service that includes content that is disparaging of Perch, libelous or may otherwise be perceived as detrimental or harmful to Perch and its business and reputation, in our sole discretion.
- You cannot use web scraping, web harvesting, or web data extraction methods to extract data from the Perch Services.
- You may not include or use the Perch API Materials in, or in connection with, any application, website or other product or service that includes content that is defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive, in our sole discretion.
- You may not use the Perch API Materials to distribute any virus, spyware, adware, malware, or other harmful or malicious code and/or component.
- You may not use the Perch API Materials for any purpose which or might overburden, impair or disrupt the Perch Services or related servers or networks.
- You may not use the Perch API Materials to distribute unsolicited advertising or promotions, or to send messages, make comments, or initiate any other unsolicited direct communication or contact with Perch users or partners.
- You may not, and may not encourage or authorize others to: (i) remove or alter any proprietary notices or marks on the Perch API Materials; (ii) use or access the Perch API Materials for purposes of monitoring the availability, performance, or functionality of any of Perch’s products and services or for any other benchmarking or competitive purposes; (iii) use or access the Perch API Materials to aggregate, cache, or store geographic location information or other user information accessible via the Perch API; (iv) frame, wrap or otherwise reproduce significant portions of the Perch Services; or (v) reverse engineer, reverse assemble, decompile, modify or attempt to discover any source or object code of the Perch API Materials or any part of the Perch Services.
- You may not charge end users in any manner for access to or use of the Perch API Materials or any services or functionality included in or related to the Perch API Materials or Perch Services. Without limiting the foregoing, you may not sell, rent, lease, sublicense, redistribute or syndicate access to the Perch API Materials, and you may not charge any kind of service, booking or similar fee in connection with any services made available via the Perch Services. For the avoidance of doubt, the foregoing shall not prohibit you from charging for the provision of functionality not provided by the Perch API Materials in your Developer Applications.
- You must not impose any terms on users of a Developer Application that are inconsistent with this Agreement or the Service Terms. If you create a Developer Application, your Developer Application terms of service shall disclaim all warranties on behalf of third party service providers, including a disclaimer of implied warranties of merchantability, fitness for a particular purpose and non-infringement and exclude third party service providers from all liability for consequential, special, punitive, and/or indirect damages.
- You may not use the Perch API Materials in any way that would grant someone other than you or the applicable user the right to see any data related to that user without obtaining the prior express consent of that user.
- You cannot modify or edit any content, links or metadata when displaying Perch Data in your Application.
- Perch and its third-party providers may make improvements and/or changes in the data and functionality provided by or through the Perch API Materials at any time without notice.
- Your sole remedy if you do not agree to continue using the Perch API materials as a result of any such charges or updates is to cancel your access to the API promptly by emailing firstname.lastname@example.org with notice of your wish to cancel.
Cancellation and Termination
- You may cancel your access to the Perch API Materials at any time by notifying Perch at email@example.com, or by ceasing all use of the Perch API Materials and Perch Services, and deleting all copies of all Perch API Materials (including all Perch Data) in your possession or control. Perch may cease making the Perch API Materials available at any time as set forth above. You agree that Perch shall not be liable to you or to any third party for any access, use, modification, suspension or discontinuance of the API, Services or any portion thereof.
- Perch may terminate your access to the Perch API Materials immediately if you (i) do not comply with the Terms or this Agreement, (ii) are engaged in any activity that may expose Perch to risk or liability of any kind, or (iii) if we otherwise reasonably object to your use of the Perch API Materials. You agree that Perch shall not be liable to you or any third party for any costs, liabilities, losses, expenses, or damages that may result from termination of this Agreement or your access to the Perch API Materials.
- The “Registration” and “Perch API Materials: Permitted Use and Limitations” Sections of this Agreement shall survive any termination or expiration hereof.
- Upon any termination of this Agreement, you will promptly cease using and permanently delete all the Perch API Materials, the Perch Services, and Perch Data provided hereunder and so certify in writing to Perch.
Security and Fraud Controls
- Perch is responsible for protecting the security of Personal Data in its possession and will maintain commercially reasonable and appropriate administrative, technical, and physical procedures to protect all the Personal Data regarding your customers that is stored in Perch’s servers from unauthorized access and accidental loss or modification. However, Perch cannot guarantee that unauthorized third parties will never be able to defeat those measures or use such Personal Data for improper purposes. You acknowledge that if you provide Personal Data to Perch, you do so at your own risk.
- Perch may, from time to time, provide, suggest or mandate security procedures and controls intended to reduce the risk to you of fraud or security breaches (“Security Controls”). These Security Controls may include processes or applications that are developed by Perch or by third parties, including but not limited to providing two-factor authentication for users logging into their Perch account. You agree to comply with all Security Controls requested or required by Perch from time to time.
If you choose to import and store Perch Data in your own systems or databases (“User Storage”) within the limits outlined in this Agreement, you acknowledge and agree that Perch is not liable in any way for any data you retain in your cache or User Storage. No Perch Data shall be cached or stored in a manner that does not allow for the identification of the original resource in the Perch Services and the updating of the resource if it has been modified within the Perch Services. All Perch Data in a cache or storage is to be deleted upon cancellation of your API access as provided in this Agreement.
- The rights granted in this Agreement do not include any general right to use the Perch name, the Perch logo(s) or any Perch trademarks, service marks or logos (the “Perch Marks”) without the express, prior written consent of Perch.
- You agree that Perch and its affiliates and licensors retain all worldwide right, title and interest in and to the Perch API Materials, Perch Data, Perch Marks and the Perch Services, including, without limitation, all intellectual property rights therein. Any rights not expressly granted herein are prohibited and reserved.
- You understand that Perch may currently or in the future develop products and services that may be similar to or compete with your Developer Applications. Nothing in this Agreement shall in any way restrict Perch from pursuing any business activities or from entering into any agreement with any other person or company.
- In the event that you choose to provide Perch with feedback, suggestions or comments regarding the Perch API Materials or the Perch Services, or your use thereof, you agree that Perch will be free to use, copy, modify, create derivative works, distribute, publicly display, publicly perform, grant sublicenses to, and otherwise exploit in any manner such feedback, suggestions or comments, for any and all purposes, with no obligation of any kind to you.
- You hereby grant to Perch a paid-up, royalty-free, non-exclusive, worldwide, transferable, sublicenseable, right and license, under all applicable intellectual property rights, for Perch’s marketing and promotional purposes to name you and/or your Participating Organization, as applicable, as a customer of Perch and otherwise market and promote Perch’s Services.
You may be given or otherwise gain access to certain information, data, materials, know-how, methodologies, documentation, and software relating to the Perch API Materials or the Perch Services that is not generally known by the public (“Confidential Information”), which is confidential and proprietary to Perch. You agree to use the Confidential Information only for the purpose of using the Perch API Materials in accordance with this Agreement, and you agree to not disclose any of the Confidential Information to any third party without Perch’s prior written consent. You agree to protect the Confidential Information in the same manner that you would protect your own confidential and proprietary information but in no event using less than a reasonable degree of care.
Representations and Warranties
You represent and warrant to us that: (a) if you are a sole proprietor, you are at least 18 years of age or, if you are under 18 years of age, you’ve obtained and can evidence consent from your parent or legal guardian to your execution of this Agreement and use of the Perch API Materials and/or Perch Services in the manner prescribed by Perch; (b) you are eligible to register and use the Perch API Materials and have the right, power, and ability to enter into and perform under this Agreement; (c) the information you submit as part of your registration is current, accurate, and complete; (d) you will not engage in any unfair, deceptive, or abusive acts or practices when utilizing the Perch API Materials or the Perch Services or when you market or sell any Developer Application; (e) you will fulfill all of your obligations to each customer to which you provide the Developer Application and will resolve any customer dispute or complaint directly with your customer; (f) you will comply with all federal, state, and local laws, rules, and regulations applicable to your business, including any applicable tax laws and regulations, in connection with your se of the Perch API Materials and Services; g) you will not use the Perch API Materials, Perch Services, and/or Perch Data, directly or indirectly, for any fraudulent or illegal undertaking, or in any manner so as to interfere with the normal operation of the Perch Services; (h) you have all rights, including all copyright, trademark and other intellectual property rights, in the Developer Applications necessary to offer the Developer Applications to end users and to grant the licenses to Perch in this Agreement; (i) you comply with and will continue to comply with all applicable privacy and data protection laws; and (i) you have implemented and will maintain appropriate technical and organizational security measures in accordance with the Service Terms and applicable law.
Disclaimer of Warranties
THE PERCH API MATERIALS, PERCH DATA, PERCH MARKS, AND PERCH SERVICES ARE PROVIDED “AS IS” AND ON AN “AS-AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, AND PERCH DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, SECURITY, OPERABILITY, AND ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
PERCH MAKES NO WARRANTY (i) THAT THE PERCH API MATERIALS WILL MEET YOUR, YOUR USERS’, AND/OR YOUR CUSTOMERS’ REQUIREMENTS, OR THOSE OF A DEVELOPER APPLICATION, (ii) THAT YOUR USE OF THE API WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, AND/OR (iii) THAT ANY ERRORS IN THE PERCH API MATERIALS WILL BE CORRECTED.
ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE PERCH API MATERIALS IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR OR OTHERS’ COMPUTER SYSTEM/NETWORK OR ANY LOSS OF DATA THAT MAY RESULT FROM THE DOWNLOAD OF ANY SUCH MATERIAL OR THE USE OF THE API.
You will indemnify, defend, and hold harmless Perch, its affiliates, and their officers, directors, employees, agents, licensors, users and partners from any and all claims, damages, losses, liabilities, actions, judgments, costs, and expenses (including, without limitation, reasonable attorneys’ fees) brought by a third party arising out of or in connection with: (a) your use of the Perch API Materials, Perch Data, Perch Services, or the Perch Marks other than as expressly allowed by this Agreement; (b) your breach or alleged breach of any of the terms, conditions and representations under this Agreement or the Terms; (c) your Developer Applications or business; or (d) your gross negligence or willful misconduct. You will control the defense and settlement of any claim subject to indemnification by you hereunder, provided that Perch may at any time elect to take over control of the defense and settlement of any claim. You may not settle or compromise any such claim without Perch’s prior written consent.
Limitation of Liability
IN NO EVENT WILL PERCH OR ITS EMPLOYEES, AGENTS, USERS OR PARTNERS BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE PERCH API MATERIALS, PERCH MARKS, PERCH DATA, OR PERCH SERVICES, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.
PERCH’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE LESSER OF (i) THE FEES YOU PAID TO PERCH FOR USE OF THE PERCH API MATERIALS IN THE LAST YEAR OR (ii) ONE HUNDRED DOLLARS ($100).
Equitable Remedies. You acknowledge that your breach of this Agreement may cause irreparable harm to Perch. Accordingly, you agree that, in addition to any other remedies to which Perch may be legally entitled, Perch shall have the right to seek immediate injunctive relief in the event of a breach of such sections by you or any of your officers, employees, consultants or other agents.
Applicable Law, Jurisdiction and Venue. Any dispute arising out of this Agreement shall be governed by Massachusetts State law and controlling U.S. federal law, without regard to conflict of law provisions thereof. You hereby consent and submit to the exclusive jurisdiction and venue in the state and federal courts of Middlesex County, Massachusetts, U.S.A., for any legal proceedings related to the Perch API Materials, Perch Services or this Agreement. If any party hereto brings any suit or action against another for relief, declaratory or otherwise, arising out of the Perch API Materials, Perch Services or this Agreement, the prevailing party will have and recover against the other party, in addition to all court costs and disbursements, such sum as the court may adjudge to be reasonable attorneys’ fees. Except to the extent prohibited by applicable law, the parties agree that any claim or cause of action arising out of or related to use of the Perch API Materials, Perch Services or this Agreement must be filed within one year after such claim or cause of action arose or be forever barred.
Assignment. You may not assign, delegate or otherwise transfer your obligations under this Agreement without the prior written consent of Perch. Perch has the right, in its sole discretion, to transfer or assign all or any part of its rights under this Agreement at any time. Any attempted assignment by you in violation of this paragraph is void.
English Language. This Agreement was drafted in English and the English-language version shall control in the event of a conflict with any translated version.
Modifications. Except as expressly set forth in this Agreement, all amendments to this Agreement must be made in a writing.
Entire Agreement; Headings. This Agreement constitutes the entire agreement among the parties with respect to the subject matter and supersedes and merges all prior proposals, understandings and contemporaneous communications. Headings are included in this Agreement for convenience only, and will not be considered in interpreting this Agreement.
Independent Contractors. This Agreement does not create or imply any partnership, agency or joint venture between the parties. For the purposes of Article 26 of the European Union’s General Data Protection Regulation, as updated from time to time, the parties acknowledge that each party is a separate and independent controller of the personal data which it discloses or receives under this Agreement. The parties do not and will not process personal data which it discloses or receives under the Agreement as joint controllers. Each party shall be individually and separately responsible for complying with the obligations that apply to it as a controller under applicable data protection and privacy laws. It is agreed that where either party receives a request from a data subject in respect of personal data controlled by the other party, where relevant, the party receiving such request will direct the data subject to the other party, as applicable, in order to enable the other party to respond directly to the data subject’s request. You are the Data Controller of any data you submit to Perch and later access via the API.
Waivers; Severability. No waiver by Perch of any right under this Agreement will be effective unless set forth in a writing authorized by Perch. Our delay or failure to assert any right or provision under this Agreement will not constitute a waiver of such right or provision. If any part of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the remaining provisions of this agreement will remain in full force and effect.
If you have any questions regarding this Agreement, please email firstname.lastname@example.org.