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Journyx API Terms of Service

Last modified: November 8, 2024

PLEASE READ THESE API TERMS CAREFULLY.

These API Terms of Service (“API Terms”) describe your rights and responsibilities when accessing the Journyx application programming interfaces (“API(s))”and related documentation and materials we make available. By accessing or using the APIs, you are agreeing to the terms below and forming a binding contract between you and us.

We may revise these API Terms and any applicable policies and guidelines from time to time (collectively, the “Terms”). We will post the updated API Terms at https://journyx.com/policies-and-legal/api-terms and update the “Last Modified” date above to reflect the date of the most recent version. We encourage you to review these Terms periodically.

Use of the Journyx software service to which the API interfaces is governed by the Journyx Master Services, Subscription and License Agreement (“MSA”) between Journyx and the customer who purchased the service from Journyx. Your App is a Non-Journyx Application as defined in the MSA. As regards your App, we bear no responsibility to your App’s customers or users.

1. Definitions

  • “Application” or “App” means a software application, website, product, service, or integration between products and services you create (or that you cause to be created on your behalf) using the APIs.
  • “Content” means any data or content accessed via the APIs.
  • “Developer Credentials” means any passwords, keys, tokens, or other access credentials that allow you to access the APIs or Content.
  • “We”, “us”, “our”, or “Journyx” means Journyx, Inc.
  • “You” and “your” means the party, other than Journyx, agreeing to these Terms and using the APIs.

2. Accepting the Terms

  1. Restrictions on Acceptance of Terms. You may not use the APIs and may not accept the Terms if (a) you are not of legal age to form a binding contract with us, or (b) you are a person barred from using or receiving the APIs under the applicable laws of the United States or other countries including the country in which you are resident or from which you use the APIs.
  2. Your Acceptance on an Entity’s Behalf. If you enter into this contract on behalf of a company or other legal entity, you represent that you have the authority to bind such company or entity, in which case the terms “you” and “your” refer to such company or entity.
  3. End Users. You will require your end users to comply with the Terms and all applicable laws.
  4. Updating Your Information. You may be asked to register to use the API and to submit information about yourself. If asked to register, all registration information you provide must be accurate and up to date at all times. You will inform us promptly of any updates.

3. Using the APIs

  1. Right to Access the APIs. Subject to these Terms, we grant you a non-exclusive, non-transferable, revocable right, without the right of sublicense, to access and use the APIs. Your use of the APIs does not grant us ownership in your App, and you do not acquire ownership of any rights in the APIs or the Content.
  2. Compliance With Laws. You will comply with all applicable laws, including privacy laws, laws regarding the import or export of data or software, and laws that apply in the locations where your App is made available to users. You are responsible for classifying your Applications in accordance with the Export Administration Regulations, including submission of any necessary classification requests or self-classification reports. You are prohibited from using our API with any of your Applications that have an export Control Classification Number (“ECCN”) other than EAR99 or 5D992 (mass market).
  3. Permitted Access and Usage. You may only access those APIs for which we provide documentation at https://journyx.com/policies-and-legal/api-terms. You will comply with our Developer Policy and API Usage Guidelines at https://journyx.com/policies-and-legal/api-guidelines.
  4. Limitations and Restrictions. In our sole discretion, we may set and enforce limits on your use of the APIs and may change the limits at any time by revising the API Usage Guidelines; you will not attempt to circumvent these limitations. You will not create an App that (a) duplicates, recreates, or replaces, any Journyx product or service (or a core functionality or feature of a product or service) in such a way as to cause us reputational or financial damage, (b) caches or stores any Content other than for reasonable periods in connection with app functionality, or (c) aggregates retrieved Content with third party content in such a way that an end user cannot attribute the Content to us. You will not collect, store, or share Journyx account passwords. You will not engage in any deceptive, misleading, illegal, or unethical activities, or activities that otherwise may be detrimental to the APIs, us, our customers, or the public. You will not copy, reformat, reverse-engineer, or otherwise modify the APIs or any Journyx product or service.
  5. Your Privacy. By Using our APIs you agree that Journyx may use information you or your App submits to us and/or our products or services in accordance with our Privacy Policy.
  6. Your App Users’ Privacy. Your App must display a publicly available, easily accessible privacy policy that discloses what personal information you collect and how it will be used, stored, or shared with other parties in accordance with the applicable laws and legal requirements in all locations where it is made available to end users.
  7. Permission You Must Obtain. Before you access any customer’s Journyx account or data through your App, or share their data with any third parties, you must obtain the customer’s express permission.
  8. Legal Terms. Your App must provide terms of use that govern the provision and/or use of the App. Your terms of use must make clear that you may not use content accessible through the APIs that may be subject to intellectual property rights unless you are licensed to do so by the owner of that content or are otherwise permitted by law. To the extent that you submit any content to us via the APIs, you give us a perpetual, irrevocable, worldwide, sublicensable, royalty-free, and non-exclusive license to use that content for the purpose of providing the APIs.
  9. Security. You will use and maintain appropriate administrative, physical, and technical safeguards that (a) meet or exceed industry standards applicable to the sensitivity and/or type of data you and your App are accessing or providing; (b) are compliant with applicable laws and regulations (including data security and privacy laws and regulations), and (iii) are designed to prevent unauthorized access, use, processing, storage, destruction, loss, alteration, or disclosure of data (including using strong encryption when storing and serving data). If we issue Developer Credentials to you, you will keep them confidential. You will inform us promptly (in no case longer than twenty-four hours) of any if your App or the data it processes, stores, or transmits is breached, exposed, exploited, or otherwise compromised and coordinate with us on any public statements (e.g. press, blog posts, social media, etc.) before publication.
  10. Content Deletion. You must promptly delete all Content related to and/or collected from a user of your App, if the user so requests or if that user closes their account with you. If we terminate your use of the APIs, you must immediately delete all Content except when doing so would cause you to violate any law or obligation imposed by a governmental authority.
  11. Monitoring. You agree that we may monitor your use of the APIs to ensure quality, improve our products and services, and verify your compliance with the Terms. You agree to assist us with this monitoring by providing us with information about your App and storage of Content, which may also include access to your App and other materials related to your use of the APIs. If you do not demonstrate full compliance with these Terms, we may restrict or terminate your access to the APIs without notice to you.

4. Rights We Reserve

At any point in the future, we reserve the right to do any of the following: charge fees for access to any of the APIs, offer or cease to offer support for the APIs, modify the APIs and require you to use those subsequent versions, require you to use the API in a different manner, deprecate any API in our sole discretion, or independently develop products or services that may compete with your Apps or other products and services.

If we determine that your use of the APIs or Developer Credentials is against the interests of us or our customers, we reserve the right to deactivate any Developer Credentials you have obtained, block your IP address, or otherwise block your use of the APIs.

5. Our Marks; Feedback

  1. Our Marks. During the term of this Agreement, you may use our trademarks as long as you follow the usage requirements at https://journyx.com/trademark-guidelines. You must: (i) only use the images of our trademarks that we make available to you, without altering them in any way; (ii) only use our trademarks in connection with your App; and (iii) immediately comply if we request that you discontinue use. You must not: (i) use our trademarks in a misleading or disparaging way; (ii) use our trademarks in a way that implies we endorse, sponsor or approve of your services or products; or (iii) use our trademarks in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.
  2. Feedback. We encourage all users to comment on the APIs, provide suggestions for improving them, and vote on suggestions they like. You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the APIs, without payment to you.

6. Term; Termination

  1. Termination by You. These Terms will apply for as long as you use the APIs, until terminated. You may terminate these Terms by discontinuing use of the APIs.
  2. Termination by Us. These Terms and all rights and licenses granted by Journyx hereunder and any services provided hereunder will terminate, effective immediately upon notice from Journyx:
    1. if You fail to comply with any of the Terms other than those set forth below in this Section 5 and fail to cure such breach within 30 days after becoming aware of or receiving notice of such breach;
    2. if You fail to comply with the terms of Section 8 (Confidentiality);
    3. if You, at any time during the Term, commence an action for patent infringement against Journyx;
    4. if You become insolvent, dissolve, or cease to do business, file for bankruptcy, or have filed against You a petition in bankruptcy;
    5. if You or any entity or person that directly or indirectly controls You, or is under common control with You, are or become subject to sanctions or other restrictions in the countries or regions where You sell or offer your App; or
    6. if You engage, or encourage others to engage, in any misleading, fraudulent, improper, unlawful, or dishonest act relating to the Terms, including, but not limited to, misrepresenting the nature of Your App (e.g., hiding or trying to hide functionality from Journyx’s review, falsifying consumer reviews for Your App, engaging in payment fraud, etc.).

Journyx may also terminate these Terms or suspend Your rights to use the APIs, Journyx Software, or services if You fail to accept any new Terms.

c. Effect of Termination. Upon any termination of the Terms or discontinuation of your access to an API, you will immediately stop using the API, cease all use of our trademarks, and delete any cached or stored Content. We may independently communicate with any customer whose account(s) are associated with your App to provide notice of the termination of your right to use an API.

7. Disclaimers; Limitations of Liability.

  1. Warranties. WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE APIS OR THE CONTENT FOR ANY PURPOSE. APIS MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE APIS AND CONTENT ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE APIS AND CONTENT INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
  2. No Indirect Damages. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.
  3. Limitation of Liability. NOTWITHSTANDING THE OTHER TERMS IN THESE TERMS, IF A PARTY IS DETERMINED TO HAVE ANY LIABILITY TO THE OTHER PARTY OR ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE AMOUNT, IF ANY, YOU PAID US TO USE THE APPLICABLE APIS DURING THE SIX MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY. THE PARTIES FURTHER AGREE THAT EACH PARTY’S INDEMNIFICATION LIABILITY TO THE OTHER PARTY WILL BE LIMITED TO $5000 USD.

8. Indemnification.

  1. Your Indemnification of Us. You will indemnify, defend and hold us harmless, at your expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against us (and our officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with us to the extent that such Action is based upon or arises out of: (a) your use of the APIs; (b) your violation of these Terms; (c) your violation of applicable privacy laws or regulations; or (d) the violation of any copyright, trademark, service mark, trade secret or United States patent by your App or brand features. We will: notify you in writing within thirty (30) days of our becoming aware of any such claim; give you sole control of the defense or settlement of such a claim; and provide you with any and all information and assistance reasonably requested by you to handle the defense or settlement of the claim. You shall not accept any settlement that (i) imposes an obligation on us; (ii) requires us to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on us without our prior written consent.
  2.  Our Indemnification of You. We will indemnify, defend and hold you harmless, at our expense, against any third-party claim, suit, action, or proceeding (each, an “Action”) brought against you (and your officers, directors, employees, agents, service providers, licensors, and affiliates) by a third party not affiliated with you to the extent that such Action is based upon or arises out of: (a) our violation of these Terms; (b) our violation of applicable privacy laws or regulations; or (c) the violation of any copyright, trademark, service mark, trade secret or United States patent by our API code (but not by your use of the APIs). You will: notify us in writing within thirty (30) days of your becoming aware of any such claim; give us sole control of the defense or settlement of such a claim; and provide us with any and all information and assistance reasonably requested by us to handle the defense or settlement of the claim. We shall not accept any settlement that (i) imposes an obligation on you; (ii) requires you to make an admission; or (iii) imposes liability not covered by these indemnifications or places restrictions on you without your prior written consent.

9. Confidentiality

  1. Confidential Information. Each party (“Disclosing Party”) may disclose “Confidential Information” to the other party (“Receiving Party”) in connection with the Contract, which is anything that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure including non-public business, product, technology, and marketing information. If something is labeled “Confidential,” that’s a clear indicator to the Receiving Party that the material is confidential. Notwithstanding the above, Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party.
  2. Protection and Use of Confidential Information. The Receiving Party will (a) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates and contractors who need to know such information in connection with the Contract; and (b) not use or disclose any Confidential Information of the Disclosing Party for any purpose outside the scope of this Contract. Nothing above will prevent either party from sharing Confidential Information with financial and legal advisors; provided, however, that the advisors are bound to confidentiality obligations at least as restrictive as those in the Contract.
  3. Compelled Access or Disclosure. The Receiving Party may access or disclose Confidential Information of the Disclosing Party if it is required by law; provided, however, that the Receiving Party gives the Disclosing Party prior notice of the compelled access or disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the access or disclosure. If the Receiving Party is compelled by law to access or disclose the Disclosing Party’s Confidential Information, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing access to such Confidential Information as well as the reasonable cost for any support provided in connection with the Disclosing Party seeking a protective order or confidential treatment for the Confidential Information to be produced.

9. General

  1. Amendment; No Waiver. We may update and change any part or all of these Terms, including fees associated with the use of the APIs. If we update or change these Terms, the updated Terms will be posted at https://journyx.com/policies-and-legal/api-terms. The updated Terms will become effective and binding on the next business day after they are posted. When we change these Terms, the “Last Modified” date above will be updated to reflect the date of the most recent version. We encourage you to review these Terms periodically. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.
  2. Force Majeure. Neither party will be responsible for failure or delay of performance if caused by an act of war, hostility, or sabotage; act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other event outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.
  3. Relationship of the Parties. You and we agree that no joint venture, partnership, employment, or agency relationship is created or exists between us resulting from your use of the APIs.
  4. Compliance with Laws. We will comply with all applicable U.S. state, federal laws, and international laws in our provision of the APIs. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process, or governmental request. You will comply with all applicable laws in your use of the APIs and Content, including any applicable export laws. You will comply with the sanctions programs administered by the Office of Foreign Assets Control (OFAC) of the US Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the APIs or Content to prohibited countries or individuals or permit use of the APIs or Content by prohibited countries or individuals.
  5. Severability. If any part of these Terms is determined to be invalid or unenforceable by applicable law, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these Terms will continue in effect.
  6. Notices. Except as otherwise specified in these Terms, all notices, permissions, and approvals hereunder shall be in writing and shall be deemed to have been given upon: (i) personal delivery, (ii) the fifth business day after mailing, (iii) the second business day after sending by confirmed facsimile, and (iv) the third business day after sending by read-receipt email (provided email shall not be sufficient for notices of termination or an indemnification claim). You agree to keep Your contact information accurate and current. In the event that the contact information You provided to Us is not valid, or for any reason is not capable of delivering to you any notices required or permitted by this Agreement, Our dispatch of such notice will nonetheless constitute effective notice. You acknowledge and agree that We shall have no liability associated with or arising from Your failure to maintain accurate and current contact information, including, but not limited to, Your failure to receive critical information about the Terms or the APIs.
  7. Entire Agreement. These Terms are the entire agreement between us for our APIs and supersede all other proposals and agreements, whether electronic, oral, or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance, or website. Our obligations are not contingent on the delivery of any future functionality or features of the APIs or dependent on any oral or written public comments made by us regarding future functionality or features of the APIs.
  8. Assignment. You may not assign or transfer the Terms, including any assignment or transfer by reason of merger, reorganization, sale of all or substantially all of your assets, change of control or by operation of law, without our prior written consent, which will not be unreasonably withheld. We may assign the Terms to any affiliate or in the event of merger, reorganization, sale of all or substantially all of our assets, change of control or by operation of law.
  9. No Third-Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any third-party person or entity any right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
  10. Survival. The following sections shall survive the expiration or termination of this Agreement: ‘Security’; ‘ Content Deletion’; ‘Rights We Reserve’; ‘Our Marks; Feedback’; ‘Term; Termination’; ‘Disclaimers; Limitations of Liability’; ‘Indemnification’; and ‘General’.
  11. Injunctive Relief. You acknowledge that the unauthorized use or disclosure of the Content or Confidential Information may cause irreparable harm to us or our customers. Accordingly, you agree that we will have the right to obtain an immediate injunction against any breach or threatened breach of these Terms, as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach.