Cirrus Group LLC Application Programming Interface (API) Usage Terms of Use

These Terms apply to your use of the software, application and programs delivered either online via the website provided by Cirrus Group LLC at DaycareWorks.com, SchoolCareWorks.com, RecCareWorks.com or at such other designated URL, IP addresses or successor website(s), including any related systems hosted by a Cirrus Group LLC customer and authorized by Cirrus Group LLC as Cirrus Group LLC may assign from time to time, (collectively the "Platform") and any and all data, text, software, documents and other materials on the Platform ("Content") associated with the application programming interface offered through the Platform (the "API"). Registered and authorized users of the API may upload or download Content to and from the Platform. By registering as an API user, you or the entity or company that you represent ("You") are unconditionally agreeing to be bound by the following terms and conditions, including those that may be hyperlinked from within this document, and are agreeing to become a party to this API Terms of Use Agreement (collectively, the "Terms"). Your continued use of the API shall also constitute your acceptance of the Terms. If the terms contained herein are considered an offer, acceptance is expressly limited to these Terms.

1. API Uses and Restrictions.

Subject to your full compliance with the Terms, Cirrus Group LLC hereby grants You a limited, personal, non-sublicenseable, nonexclusive, non-transferable, revocable license to access and use the API solely as necessary to create and run websites and applications (collectively, "Applications") that meet all the requirements and conditions set forth in the Terms.

You shall:

  • Comply with all terms of separate agreements and policies of Cirrus Group LLC and Cirrus Group LLC's Customers as applicable and as may be incorporated herein by reference, including but not limited to terms of use, privacy, confidentiality and security policies, the terms of which may be changed from time to time. In the event of a conflict between the terms and conditions of this API Terms of Use Agreement and any of the other agreements or policies, the terms and conditions of such agreements or policies, as applicable, shall govern but only to the extent of the conflict.
  • Acknowledge that Cirrus Group LLC may be independently creating applications, content, and other products or services that may be similar to or competitive with your Application. Nothing in these Terms will be construed as restricting or preventing Cirrus Group LLC from creating and fully exploiting any applications, content, products and other items, without any obligation to you.
  • Acknowledge and guarantee that Your use of the API is at the sole discretion of Cirrus Group LLC.
  • Take reasonable precautions to comply with applicable Cirrus Group LLC Customers' restrictions, as may be specified by the individual Cirrus Group LLC Customer, for example, including but not limited to the use and protection of Customer Data; Cirrus Group LLC does not own Customer Data.
  • Link directly back to the product information and/or images on Cirrus Group LLC's website(s) wherever Your Application utilizes Cirrus Group LLC product information and/or images.
  • Prominently display an email address on Your Application for third parties to contact You with any questions or issues. You shall respond to such inquiries in a timely manner.
  • Use commercially reasonable efforts to provide Your terms of service and privacy policy in a visible location on your Application.
  • Be truthful and honest about the Application to Cirrus Group LLC and Your users.
  • Be solely responsible for all aspects of Your Application and any content appearing therein, and for providing all customer support to end-users relating to Your Application; You are solely responsible for all aspects of Your Application.
  • Disable and discontinue use of the API upon the request of Cirrus Group LLC.
  • Delete Content from your application upon the request of Cirrus Group LLC.
  • Strictly maintain all API configuration, documentation, authentication and access key information as highly confidential.
  • Provide accurate, current, and complete information about You as may be requested by Cirrus Group LLC and update and keep all such information accurate, current and complete at all times.
  • Maintain the security of Your password, API key, tokens and ID. You are responsible for any consequences of any failure to do so.
  • Bear all risks associated with Your use of the API, any Content or services, including any reliance on the accuracy, completeness, or usefulness of the Content and the risks of unauthorized access.
  • Take all appropriate security precautions, and warrant that Your networks, operating systems and software are properly configured to Internet industry standards.
  • Immediately report any security deficiencies, suspected breaches of security or the unauthorized access or disclosure of any Content by emailing info@cirrusgroup.com.
  • Bear all responsibility for adequately protecting and backing up of any data and/or equipment used by You.
  • Acknowledge that the Platform and API are intended for use by individuals who have authenticated their identity and lawfully received an API Key from Cirrus Group LLC to the Platform from Cirrus Group LLC.
  • Consent and authorize Cirrus Group LLC and/or its affiliates to verify Your identity and the information you submit to Cirrus Group LLC.
  • You shall not:

  • Use the API in any manner that replicates or attempts to circumvent the Platform's scheduling, billing or payment process or attempts to replace the essential user experience of the Platform.
  • Attempt to circumvent any security measures or technical limitations of the API.
  • Cache or store any Content other than for reasonable periods in order to provide the service to Cirrus Group LLC or its Customers.
  • Misrepresent or falsely state Your identity or affiliation with Cirrus Group LLC.
  • Forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any Content transmitted through the Platform.
  • Modify, decompile, superset, extend or subset the API or otherwise alter the API to any extent.
  • Use the API in a way that harms the interests of Cirrus Group LLC, the Platform or any of the associated websites, any of its affiliates or Customers, the API, or other users of the Platform.
  • Disparage Cirrus Group LLC or knowingly tarnish the name, reputation, image or goodwill of Cirrus Group LLC, its brands or its Customers.
  • Sell, lease, sublicense, share or otherwise make available to any third party the API, Platform or Content or access thereto.
  • Upload, post, collect or store Platform user ID and password combinations.
  • Combine or attempt to link the Content in any way with Card Holder Data as defined by the Payment Card Industry Data Security Standard ("PCI-DSS").
  • Use the API or any Content in any manner or for any purpose that violates any law or regulation, any right of any person, including but not limited to intellectual property rights, rights of privacy, or to engage in activities that would violate any fiduciary relationship, any applicable local, state, national, or international law, including but not limited to exportation laws, the Family Educational Rights and Privacy Act (FERPA), the Children's Online Privacy Protection Act (COPPA), or the Health Insurance Portability and Accountability Act (HIPAA).
  • Use the API in a manner that exceeds reasonable request volume or constitutes excessive or abusive usage.
  • Transmit spam or upload, post or otherwise transmit Content that is inaccurate, harmful, obscene, defamatory, racist or is otherwise offensive to others.
  • Upload, post, collect, store, share, transfer, or process personal information or data about Platform users unless specifically authorized by Cirrus Group LLC.
  • Provide, procure or permit third party access to the Platform, API or API documentation unless expressly authorized by Cirrus Group LLC.
  • Engaging in any unsolicited advertising, marketing or other activities, including, without limitation, any activities that violate anti-spam laws, do-not-call regulations or Mobile Marketing Association guidelines.
  • 'Screen scrape' pages within the Platform or reverse engineer internal data feeds used by the Platform in an attempt to retrieve Content, even if such data is not available via the API. All automated software or hardware devices designed to access and obtain Content independently of the API, unless they are expressly authorized by Cirrus Group LLC, are prohibited.
  • Use the API in a manner that disrupts performance of the Platform or API or otherwise negatively affects other users ability to use the Platform or API or the ability of any device to access the Platform, Content or any of Cirrus Group LLC associated systems or services.
  • Sell the API, Content or related services, or access to any of the foregoing.
  • Using the API primarily to drive traffic to other non-Cirrus Group LLC websites or services.
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    ALL RIGHTS NOT EXPRESSLY GRANTED IN THE TERMS ARE HEREBY RESERVED BY CIRRUS GROUP LLC.

    2. Trademark Usage Guidelines

    The DayCare Works, SchoolCare Works and Rec Care Works names and their associated graphics, logos, word marks, designs, and icons are registered trademarks of Cirrus Group LLC in the U.S. and/or other countries ("Cirrus Group LLC's Trademarks"). Subject to Your full compliance with the Terms, and Cirrus Group LLC's Trademark Usage Guidelines herein, Cirrus Group LLC hereby grants You a limited, personal, non-sublicenseable, non-transferable, nonexclusive, revocable license to use these Cirrus Group LLC Trademarks in Your Application. Cirrus Group LLC, in its sole discretion, will have the right to withhold Your right to use Cirrus Group LLC's Trademarks.

  • You shall not use or alter any text, logos or colors of Cirrus Group LLC's Trademarks in such a way which may suggest endorsement or affiliation by Cirrus Group LLC.
  • Any use of the Cirrus Group LLC's Trademarks must be used in its entirety and must not be altered or used in a misleading way.
  • You shall not use a mark which is confusingly similar to Cirrus Group LLC's Trademarks.
  • Any use of the Cirrus Group LLC's Trademarks in Your Application shall be less prominent than the logo or mark that primarily describes Your Application.
  • You may publicize and issue press releases referencing Your Application's integration to the Platform or API only if You state that Your Application uses the Platform and that You in no way imply that Your Application is endorsed, certified or supported by Cirrus Group LLC.
  • You must place or display the following notice prominently on Your Application:
  • "DayCare Works (or SchoolCare Works or RecCare Works as appropriate) is a trademark of Cirrus Group LLC. This application is not endorsed or certified by Cirrus Group LLC."

    3. Fees and Payments

    Cirrus Group LLC reserves the right to charge fees for use of or access to the API or to modify any fees for future use or access to the API.

    4. Term

    The Terms take effect on the date You accept them and will continue until expiration or termination. Cirrus Group LLC reserves the right at any time in its sole discretion to terminate the Terms, with or without notice. Upon termination of the Terms for any reason, Your access to the Platform, the API and Content, and all of Your rights herein, will cease. Rights and obligations under this API Terms of Use Agreement, as well as any rights or obligations under any of the agreements or policies incorporated herein by reference, will remain in full effect after any termination or expiration of the applicable document.

    5. Use of Services

    Cirrus Group LLC makes no representation that Your use of the Platform, the Content, or the API will comply with applicable laws or that they were designed to comply with applicable laws. Additionally, Cirrus Group LLC does not represent, warrant or guarantee the accuracy, timeliness, quality or reliability of any of the Content. You expressly agree that Cirrus Group LLC has no responsibility or control over the Content that You upload, post or otherwise transmit via the API or modifications You may make to the Content or Customer Data. You agree that Cirrus Group LLC and its Customers may review the Content before You upload, modify, post or otherwise transmit such Content. You agree that You must evaluate and bear all risks associated with the use of any Content, including any reliance on the accuracy, timeliness, quality, completeness or usefulness of the Content. Except where expressly stated to the contrary, Cirrus Group LLC possesses the immediate right, but not the obligation, to edit or remove any Content from the Platform at any time and/or terminate Your ability to access the API without notice, at its sole discretion.

    6. Amendment of Terms

    Cirrus Group LLC reserves the right at any time in its sole discretion without liability to You or any third party to modify, amend, suspend, restrict, deny or terminate Your access or the access of any users, including Cirrus Group LLC's Customers, to the Platform, the API, or any of the Platform's Content or services. Termination of a license to use the Platform and/or the API does not constitute termination of these Terms.

    Cirrus Group LLC may amend these Terms, including, without limitation, the agreements and policies incorporated herein by reference, at any time. When Cirrus Group LLC changes any such agreement or policy in a material way a notice will be provided to You. You understand and agree that if You use the API or any of the services offered in connection the API after the date on which any of the foregoing terms have changed, Cirrus Group LLC will treat Your use as acceptance of the updated terms.

    7. Property Rights

    The Platform and API, including without limitation all intellectual property rights in and to the same, is owned by or licensed to Cirrus Group LLC. You must not modify, decompile, or reverse engineer any software (including, without limitation, the API) disclosed to You, and You must not remove or modify any copyright or trademark notice, or other notice of ownership. Subject to the following sentence, You acknowledge and agree that no right, title or interest in any Content is transferred to You as a result of Your use of such Content, the Platform, the API or any services provided or otherwise made available via the Website. Cirrus Group LLC does not claim ownership of Customer Data and shall have no obligation of any kind with respect to such Customer Data.

    8. NO WARRANTY

    CIRRUS GROUP LLC PROVIDES THE API, CONTENT AND ANY SERVICES ASSOCIATED WITH ANY OF THE FOREGOING "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CIRRUS GROUP LLC AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES SPECIFICALLY DISCLAIM ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE API, CONTENT AND ANY SERVICES ASSOCIATED WITH ANY OF THE FOREGOING, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM CIRRUS GROUP LLC SHALL CREATE ANY WARRANTY. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.

    9. LIMITATIONS OF LIABILITY

    IN NO EVENT SHALL CIRRUS GROUP LLC, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES, OR CIRRUS GROUP LLC'S CUSTOMERS, SUPPLIERS AND SERVICE PROVIDERS, BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, PUNITIVE AND/OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATING TO (A) THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE PLATFORM, API, CIRRUS GROUP LLC SERVICES, OR (B) THE TERMS, WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOST DATA OR LOSS OF OPPORTUNITY OR GOODWILL, OR COST OF REPLACEMENT SERVICES, EVEN IF SUCH PARTY IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.

    10. INDEMNIFICATION

    YOU AGREE TO INDEMNIFY AND HOLD CIRRUS GROUP LLC AND, AS APPLICABLE, CIRRUS GROUP LLC'S CUSTOMERS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, REPRESENTATIVES AND EMPLOYEES, AND CIRRUS GROUP LLC'S SUPPLIERS AND SERVICE PROVIDERS, HARMLESS FROM ANY CLAIMS, LIABILITIES, DAMAGES, LOSSES, COSTS, EXPENSES AND DEMANDS, INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES, ARISING FROM OR RELATED TO ANY CLAIMS, ACTIONS, SUITS, OR PROCEEDINGS MADE OR BROUGHT BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR BREACH OF THE TERMS OR THE DOCUMENTS IT INCORPORATES BY REFERENCE, OR YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY.

    11. Equitable Relief

    You agree that any breach of the Terms will result in irreparable harm to Cirrus Group LLC for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available by law, Cirrus Group LLC will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs or is threatened. You waive any requirement for the posting of a bond or other security if Cirrus Group LLC seeks such an injunction.

    12. No Agency

    You acknowledge and agree that the relationship between You and Cirrus Group LLC and its Customers (if applicable) is that of independent contractors. Nothing in these Terms shall be construed as creating a partnership, contract of employment, agency, joint venture or franchise relationship between Cirrus Group LLC or any of its Customers with You.

    13. Waiver

    Any failure to exercise any right under the Terms will not create a continuing waiver or any expectation of non-enforcement. Any waiver of the Terms must be in writing and signed by the party against whom enforcement of the waiver is sought. If any provision of the Terms is held invalid by any law or regulation of any government, or by any court or arbitrator, the parties agree that such provision will be replaced with a new provision that accomplishes the intent of the original business purpose, and all other provisions of the Terms will remain in full force and effect.

    14. Choice of Law

    The Terms shall in all respects be interpreted and governed by the laws of the State of Michigan without regard to its conflict of laws principles. The sole and exclusive jurisdiction and venue for actions and disputes arising under the Terms will be the state and federal courts in the County of Oakland, State of Michigan. The party prevailing in any dispute under the Terms shall be entitled to its costs including but not limited to legal fees.

    15. Entire Agreement

    The Terms constitute the entire agreement between You and Cirrus Group LLC relating to their subject matter, and cancel and supersede any prior versions of the Terms as well as all prior agreements (whether oral, written or otherwise) and representations between You and Cirrus Group LLC. No modification to the Terms will be binding, unless in writing and signed by an authorized Cirrus Group LLC representative. You may not assign, sublicense, delegate or otherwise transfer the Terms or any right granted hereunder, in whole or in part, whether voluntarily or by operation of law, and any attempt to do any of the foregoing in violation of this provision will be null and void. Cirrus Group LLC expressly reserves the right to assign the Terms and to delegate any of its obligations hereunder. The Terms are binding on and inure to the benefit of each party hereto and their heirs, successors and permitted assigns.

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