Terms of Service
Updated on: March 28, 2022
API Software License
To enable Your use of the API Software, CPI will provide You with encrypted credentials that shall permit You to use the API Software. The confidential encrypted credentials will remain the property of CPI and may be revoked or terminated by CPI immediately if You fail to keep it confidential (for example by sharing it with any third party), if compromised in any way, or if You use the API Software or access the Website, Content and/or Services in a manner not expressly permitted.
Term and Termination
Performance and Warranty
THE API SOFTWARE IS PROVIDED TO YOU “AS-IS,” “AS AVAILABLE,” AND WITHOUT ANY WARRANTIES OF ANY KIND. YOU ACCEPT ALL RISK OF LOSS ASSOCIATED WITH YOUR USE OF THE API SOFTWARE. CPI, ITS LICENSORS AND THIRD PARTY SERVICE PROVIDERS MAKES NO WARRANTIES OF ANY KIND, AND DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. CPI DOES NOT REPRESENT OR WARRANT THAT THE API SOFTWARE OR ANY THIRD-PARTY PRODUCTS WILL BE ACCURATE, COMPLETE, SECURE, ACCESSIBLE, AVAILABLE, OR UP TO DATE, EXCEPT AS EXPRESSLY SET FORTH HEREIN.
API-Third Party Products
The API Software may provide You with access to, be integrated with, or contain links or references to, products, services, data, information, or other materials which are provided or operated by third parties (collectively, “Third Party Products”). In such cases, CPI only provides the API Software for connecting to these Third Party Products provided by CPI, and does not provide the Third Party Product itself.
Any exchange of data between You and any third party provider of a Third Party Product ("Third Party Service Provider") is solely between You and the applicable Third Party Service Provider. By integrating with a Third Party Product, You acknowledge and agree that: (a) Your data may be shared with the Third Party Service Provider, and (b) CPI shall not be liable for and shall not accept any liability, obligation or responsibility whatsoever from any loss or damage in connection with the data we provide to such Third Party Service Provider on Your behalf.
Indemnification and Limitation of Liability
Press Release; References
Unless a written waiver has been agreed to between the Parties, neither Party will issue a public statement or press release regarding this Agreement without the prior consent of the other Party. Notwithstanding the foregoing, CPI, during the term of this Agreement, will be permitted to publicly list You as a customer and you hereby grant CPI a license to use Your logos and trademarks for CPI’s promotional and marketing purposes in connection with this Agreement and your use of the API Software. Upon CPI’s prior written request, You will cooperate with CPI to prepare a written description of Your use of the API Software, and CPI may provide such description to other prospective customers. CPI will follow brand usage requirements concerning use of your logo if any are provided to CPI by You.
Use of CPI Marks
CPI graphics and logos are registered trademarks, trademarks, service marks or trade dress of CPI in the United States and/or other countries (the “CPI Marks”). Subject to Your performance of and full compliance with this Agreement, CPI hereby grants You a limited, personal, non-sublicensable, non-transferable, nonexclusive, revocable license to use the CPI Marks as part of Your use of the API Software within your system when providing comparative quotes to your customers subject to the following limitations, requirements and restrictions:
(a) You shall not use or alter any text, logos, trademarks or CPI signature colors in any way of any CPI Marks that may suggest endorsement by CPI.
(b) Any use of a CPI Mark must be used in its entirely and must not be altered or used in a misleading way.
(c) You shall not use any mark or dress that is confusingly similar to a CPI Mark.
(d) You may not publicize, issue press releases or blog posts mentioning your Application’s integration with the CPI API Software unless given express written permission by CPI.
Without limiting the foregoing, CPI will have the right to do quality assurance inspections of Your use of the API Software and withhold the right to use the CPI Marks if the quality if not satisfactory to CPI in its sole discretion.