Effective July 2013
- Definitions. “Lead Data” means all content related to an individual who has expressed an interest in finding senior housing or care. “Partner Web Services” means APFM’s XML/JSON web service that enables the transfer of Lead Data to and from Customer’s system and applications. “Partner Web Services API” means the instructions and other written material that APFM provides to customers describing the application programming interface and related documentation that APFM provides customers for use with the Partner Web Services, whether in printed or electronic form.
- License Restrictions. Customer shall not, nor shall it permit any third party to, whether in whole or in part: (i) disclose, sublicense, distribute, copy, or otherwise transfer the Partner Web Services API or the Partner Web Services; (ii) modify, translate, reproduce, publicly display, publicly perform, distribute, or create derivative works from the Partner Web Services API or the Partner Web Services; (iii) provide third parties with access to the Partner Web Services API or Partner Web Services, unless otherwise agreed to by APFM in writing; or (iv) reverse engineer, decompile, disassemble, or otherwise attempt to derive or access any of the Partner Web Services source code or human readable embodiment of the same. Customer will not, in any manner or form, upload or attempt to upload or otherwise transfer any virus or other limiting or malicious routine, instruction, or design that would cause harm to APFM’s computer or telecommunication systems or data. Customer will not use or access the Partner Web Services in any manner that will harm, disable, or slow APFM’s computer and systems and will comply with any security and performance restrictions or limitations, as may be provided by APFM from time to time. Customer will not circumvent, attempt to circumvent, disable, or attempt to disable, or discover or attempt to discover any security measures (including without limitation encryption algorithms, keys, passwords, and the like) used by or for APFM to protect its computer Or telecommunications systems. The term “systems” means, individually and collectively, devices, equipment, hardware, communication lines, firmware, software, and all other forms of computer programming. Customer is restricted from using the Partner Web Services in connection with a third-party customer relationship management application, tool, or similar software (collectively “CRM Software”), including transferring any Lead Data via the Partner Web Services into such third party CRM Software, unless otherwise agreed to by APFM in writing. APFM may change, suspend or discontinue any use of the Partner Web Services API and access to the Partner Web Services at its discretion at any time without notice.
- Lead Data. Lead Data provided by APFM shall contain the referral date; advisor contact information; lead contact information; and prospective resident’s information, including but not limited to, basic care needs, budget range and geographic preferences. A more complete list of Fields is contained in the Partner Web Services API. Customer shall provide, at a minimum, the following information through the Partner Web Services: lead contact information updates; prospective resident information updates; notification of completed tours and move-ins; and notification if the lead has been closed by the community.
- Support Services and Fees. APFM shall provide to Customer initial support services of up to six hours at no charge; any additional support services shall be at an hourly rate of $175, which may be waived by APFM. Customer shall pay invoices for any additional support services within 30 days of invoice date. APFM may, in at its discretion, provide updates to the Partner Web Services API (to include only bug fixes, error corrections, and updates, to the Partner Web Services, that are made generally and commercially available to APFM’s customers) when they become generally and commercially available to APFM’s customers in the ordinary course of APFM’s business (“Updates”). In the event that APFM makes changes to its own outgoing platform or application, no additional fees will be charged for such Updates.
- Customer Contacts. Customer will identify one or more representatives (“Customer Contacts”) who will request support and report any performance problems relating to the Partner Web Services. Customer Contacts will be familiar with the Partner Web Services API, will consult the Partner Web Services API before contacting APFM for support services, and will assist APFM to address the problem as reasonably requested by APFM. If Customer engages third party representatives as its Customer Contacts, Customer shall be responsible for all costs and expenses related to engaging third party representatives.
- Ownership and Title. APFM possesses the sole and exclusive right, title and interest in and to the Partner Web Services API and the Partner Web Services, all derivatives therefrom, and all intellectual property rights thereto and therein.
- Limitation of Liability. In no event shall APFM be liable under contract, tort, indemnity, product liability, strict liability, or otherwise, for any lost profits, loss opportunities, or indirect, special, consequential, incidental, punitive or exemplary damages, regardless of legal theory, even if APFM has been apprised of the likelihood of the damages. Without limiting the foregoing, in no event shall APFM have any liability or responsibilities to Customer for any error, interruption, loss or corruption of Lead Data or any damages to any of Customer’s systems as a result thereof, whether caused by APFM or any third party. In no event shall APFM’s aggregate liability relating to or arising from the Partner Web Services for any and all causes of action exceed the amount paid by Customer to APFM in the 6-month period immediately preceding the event giving rise to such claim. Some jurisdictions do not allow the exclusion or limitation of consequential or indirect damages, so the above limitation may not apply to Customer in such event.
- Indemnification. Customer will defend, indemnify and hold APFM, its affiliates, successors, officers, directors, employees, and agents harmless from and against any and all losses, liabilities, costs, expenses, damages, claims, demands, suits or judgments (including, without limitation, reasonable attorneys’ fees and costs of any legal action) based upon the acts or omissions of Customer, its affiliates, successors, officers, directors, employees, and agents in connection with or performance under the Partner Web Services.
- Warranty Disclaimer. Except as otherwise provided herein, APFM makes no warranty with respect to the Partner Web Services API, Partner Web Services, or Lead Data, or any technology or services provided hereunder. APFM specifically disclaims any warranty, whether express, implied, or statutory, with respect thereto including, without limitation, any warranty of merchantability, fitness for a particular purpose, course of dealing, title or non-infringement. APFM will have no liability of any kind for Customer’s use any third-party software and/or any interoperability between third-party software and the Partner Web Services API or the Partner Web Services.