This API Addendum (the “Addendum”) applies if you elect to use the Thanx API as selected in the Order Form to connect your application to the Thanx Platform. In the event of a conflict between this Addendum and the Agreement, this Addendum will govern in connection with the Thanx API. All capitalized terms contained in this Addendum shall have the same meaning assigned to them in the Agreement, unless otherwise defined or modified herein.
- Definitions. All capitalized terms contained in this Addendum shall have the same meaning assigned to them in the Agreement, unless otherwise defined or modified as follows:
- “API” means Thanx’s application programming interface to enable Merchant’s software application to interoperate with the Thanx Platform, subject to this Addendum.
- “Participant Data” as defined in the Agreement shall, for purposes of the API License, include information about Program Participants made available to Merchant via the API.
- “Software Application” means software owned and operated by Merchant in object code or source code form that accesses or otherwise interoperates with the Thanx Platform via the Thanx APIs.
- “Thanx API” means a collection of routines, classes, function parameters, protocols, related libraries, tools and other instructions provided in source code or object code form that allow access to or interoperability with the Thanx Platform by a Software Application.
- “Thanx API Specification” means a written description or definition of the routines, classes, function parameters, protocols, webhooks, related libraries and other instructions that allow a Software Application to interoperate with the Thanx Platform, as substantially described at: https://docs.thanx.com/#introduction
- API License. During the Term of the Agreement, Thanx hereby grants Merchant a limited, worldwide, non-sublicensable, non-transferable (except as otherwise permitted pursuant to Section 16 of the Agreement), non-exclusive license to use the Thanx API for the sole purpose of enabling Merchant’s Software Application to interoperate with the Thanx Platform.
- API Specification License. During the Term of the Agreement, Thanx grants Merchant a limited, worldwide, non-sublicensable, non-transferable, non-exclusive license to use the Thanx API Specification to enable interoperability between the Software Application and the Thanx Platform.
- Card-Enrollment Screens. All card-enrollment screens must be pre-approved by Thanx to ensure compliance with applicable law and restrictions placed on Thanx by third party credit card networks. Thanx may suspend or terminate access or use of Thanx API immediately if card-enrollment screens are not in compliance with Thanx’s requirements.
- Reservation of Rights. Except for the limited license rights expressly provided herein, Thanx has and will retain all rights, title and interest and to the intellectual property rights associated with the Thanx API and Thanx API Specifications and all copies, modifications and derivative works thereof. Merchant acknowledges that it is obtaining only a limited license to the Thanx API and Thanx API Specifications and that irrespective of any use of the words “purchase”, “sale” or like terms hereunder no ownership rights are being conveyed to Merchant under this Agreement or otherwise. Any and all rights not expressly granted herein by Thanx are reserved by Thanx.
- Use Restrictions. Merchant shall not directly or indirectly: (a) rent, lease, loan, sell, sublicense, assign, or otherwise transfer any rights in or to the Thanx API or Thanx API Specifications; (b) clone the Thanx API, or use the Thanx API to build an application programming interface, application or product that is competitive with the Thanx Platform; (c) permit other individuals or entities to create links to the Thanx API or “frame” or “mirror” the Thanx API or otherwise make available to a third party, any token, key, password or other login credentials to the Thanx API; (d) remove any proprietary notices from the Thanx API or Thanx API Specifications (or any portion thereof); (e) decompile, reverse engineer, disassemble, or derive the source code, underlying ideas, concepts or algorithms of the Thanx API; (f) modify, copy or create derivative works of the Thanx API or Thanx API Specifications; or (g) use the Thanx API or Thanx API Specifications in any manner that exceeds the use cases permitted pursuant to this Addendum or in a manner inconsistent with applicable law.
- User Authentication. To the extent Customer implements a Self-Hosted Single Sign On (“SSO”) for user authentication, Merchant must ensure that before registering, a user is required to take an affirmative action (e.g., selecting a check box or clicking a button) to indicate that the user agrees to the Merchant Terms of Service and applicable Merchant Privacy Policy and that the references to the Merchant Terms of Service and Merchant Privacy Policy are prominently displayed next to the button or link that the user clicks to submit the registration request, and that such references are hyperlinked to the relevant URLs.
- Updates. Unless a new version of the Thanx API is released to address data security issues, Merchant will have a reasonable amount of prior notice (as determined by Thanx), to migrate to subsequent versions of the Thanx API. Merchant acknowledges that once Thanx releases a subsequent version of an API, the prior version of such API may stop working at any time or may no longer work in the same manner. Merchant’s continued use of the Thanx API following a subsequent release will be deemed your acceptance of modifications.
- Applicability of Thanx API and Thanx API Specifications to Merchant Agreement. Thanx and Merchant’s rights and obligations under this Addendum are subject to the rights and obligations under the Agreement and shall be considered modified herein to include the Thanx API and Thanx API Specifications, and such modified terms shall be incorporated by reference as though expressly set forth herein, including, but not limited to, Section 6 (Data Rights), Section 8 (Confidentiality), Section 9 (Privacy and Security), Section 11 (Representations and Warranties), Section 12 (Disclaimers), Section 13 (Indemnification), and Section 14 (Limitation of Liability). As to limitation of liability, for the avoidance of doubt, Thanx’s total liability for all claims from Merchant arising out of or related to the Agreement and this Addendum shall apply in the aggregate for all claims under both the Agreement and this Addendum.