API Terms of Service

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API Terms of Service

1. Acceptance of Terms.

This Cayan API Terms of Service document (the “Terms”) is an agreement you must accept in order to use the Cayan APIs (“APIs”). This document describes both your rights and your obligations as part of using the APIs. Cayan LLC (“Cayan” “we” “us”) only provides the APIs to you subject to the Terms. By accepting the Terms or by accessing or using the APIs, you agree to be bound by the Terms.
If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms. 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 these Terms, you may not use the APIs.


2. Use.

Use of the APIs in connection with any third applications or systems is subject to a certification process, which may be updated and amended in Cayan’s discretion.  Upon certification by Cayan to use the APIs, Cayan grants you a limited, personal, non-sublicensable, non-transferable, non-exclusive, revocable license to access and use our APIs to develop, test, and support any software application, website, or product, and to integrate the APIs with your application. Your license is subject to the limitations set forth below. If you violate these Terms, we may revoke your APIs access. If you provide feedback or suggestions about our APIs, then we may use such information without obligation to you. Cayan from time to time may introduce new features or additional functionality that may require modification of these Terms, in Cayan’s sole discretion at any time, or may require that you agree to additional terms and conditions.
Cayan has developed functionality to allow you to request additional information from your customers through customer input on a Cayan Customer Engagement DeviceTM (the “Data”). Cayan does not access, collect, use, copy, maintain, or store any Data requested by you through use of Genius Your Way.  Any and all Data collected through the use of this functionality shall be accessed by you through your point of sale system and shall be owned exclusively by you. You shall be liable for any and all Data collected through the use of Genius Your Way. You shall use Genius Your Way and the Data collected solely in the conduct of your business and in compliance with all laws, rules, and regulations of every governmental authority or card association having jurisdiction over you.

3. Restrictions.

You agree that you shall not:
  1. Use the APIs 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 the Terms or Cayan’s other agreements to which you are subject;
  2. Use the APIs in a manner that: (i) accesses or uses any information beyond what Cayan allows under the Terms, (ii) breaks or circumvents any of Cayan’s technical, administrative, process or security measures, (iii) disrupts or degrades the performance of the APIs; or (iv) tests the vulnerability of Cayan’s systems or networks;
  3. Use the APIs, directly or indirectly, by yourself or in conjunction with a third party, to design or develop anything other than any integrated software, including without limitation, to create, advertise, publish, or provide support to any third party to create, advertise, or publish, any software or other solution that in any way emulates the APIs;
  4. Transmit any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature with the intent to damage any system or data;
  5. Reverse engineer, reverse compile, disassemble, or attempt to extract the source code from any APIs or any related software, except to the extent that this restriction is expressly prohibited by applicable law;
  6. Remove any trademarks, logos, copyright notices, proprietary notices or labels displayed on the APIs, or on any copies thereof;
  7. Sell, rent, lease, sublicense, redistribute or otherwise allow access to the APIs to anyone other than, if applicable, the company on whose behalf you entered into the Terms; or
  8. Combine your application with the APIs in a way (such as using a software license) that is incompatible with the Terms.

4. Ownership.

As between you and us, we own all rights, title, and interest, including all intellectual property rights, in and to, the APIs. Except for the express licenses granted in the Terms, Cayan does not grant you any right, title, or interest in the APIs. You agree to take such actions as Cayan may reasonably request to perfect Cayan’s rights to the APIs.

5. Indemnification; Limitation of Liability; Disclaimer.

  1. Indemnification. You shall defend, indemnify and hold Cayan and its officers, directors, and employees (collectively referred to for purposes of this Section 5 as “Cayan”) harmless from and against any lawsuit, claim, damage, liability, or expense (including reasonable attorneys' fees) incurred by Cayan as a result of any third-party claim against Cayan resulting from or relating to the APIs, your breach of this Agreement, or the infringement or misappropriation of any patent, copyright, trademark, or other intellectual property right of any third party.
  2. LIMITATION OF LIABILITY.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL CAYAN BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY MONEY DAMAGES, WHETHER INDIRECT, SPECIAL, INCIDENTAL, COVER, RELIANCE OR CONSEQUENTIAL DAMAGES, EVEN IF CAYAN SHALL HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTHER PARTY, AND REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE). THE MAXIMUM AGGREGATE LIABILITY OF CAYAN TO YOU ARISING IN CONNECTION WITH THESE TERMS SHALL BE LIMITED TO $100.  IF APPLICABLE LAW RESTRICTS THE EXCLUSION OR LIMITATION OF CERTAIN TYPES OF DAMAGES, THEN THE FOREGOING PROVISIONS SHALL BE DEEMED TO EXCLUDE AND LIMIT SUCH PARTY’S LIABILITY FOR ANY SUCH DAMAGES TO THE MAXIMUM EXTENT PERMITTED BY LAW.
  3. DISCLAIMER.  YOU EXPRESSLY AGREES THAT THE APIS ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. USE OF THE APIS AND ANY RELIANCE BY YOU UPON THE APIS, INCLUDING ANY ACTION TAKEN BY YOU BECAUSE OF SUCH USE OR RELIANCE, IS AT YOUR SOLE RISK. CAYAN DOES NOT WARRANT THAT THE USE OF THE APIS WILL BE UNINTERRUPTED OR ERROR FREE. CAYAN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. NO STATEMENT OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM CAYAN IN ANY MEANS OR FASHION SHALL CREATE ANY WARRANTY NOT EXPRESSLY AND EXPLICITLY SET FORTH IN THIS AGREEMENT.  CAYAN MAY MODIFY OR TERMINATE OR RESTRICT ACCESS TO THE APIS AT ANY TIME WITHOUT NOTICE.  YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY FAILURE OR NONPERFORMANCE OF THE APIS OR THE PRODUCTS SHALL BE FOR CAYAN TO USE COMMERCIALLY REASONABLE EFFORTS TO ADJUST OR REPAIR THE APIS. 

6. Term; Termination.

  1. Duration of Term. These Terms will go into effect on the date upon which you agree to them, by accessing or using the APIs, and will continue until terminated as set forth herein.
  2. Your Right to Terminate. You may terminate these Terms by discontinuing use of the APIs.
  3. Suspension; Termination. Cayan may change, suspend or discontinue the APIs and suspend or terminate your use of the APIs at any time and for any reason, without notice.

7. Miscellaneous.

You agree that these Terms are the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications, and other understandings relating to the subject matter of these Terms, and that these Terms may be amended from time to time by Cayan with or without advance notice to you. You shall not assign or subcontract these Terms or any rights or obligations hereunder. These Terms shall bind and inure to the benefit of the parties hereto and their successors and assigns. These Terms shall be governed by and construed in accordance with the laws of the State of New York without regard to its conflicts of law provisions. In any action arising out of or related to the Agreement, you consent to the exclusive jurisdiction and venue in the state and federal courts located in New York City. The parties are independent contractors under these Terms, and nothing contained in these Terms shall be construed as creating any partnership, joint venture, agency, trust or other association of any kind between the parties hereto. Any failure to enforce any provision of the Agreement shall not constitute a waiver thereof or of any other provision. The invalidity or unenforceability of any provision of the Agreement shall not impair or affect the validity or enforceability of the Agreement or of any other provision hereof and, in such event, the parties will agree upon a substitute provision which provides the parties as near a result to the original provision as is practicable while also being valid and enforceable. Headings used herein are for convenience only and are not part of the Agreement between the parties.