API Product Terms (the ​“Product Terms”)

Last Updated: December 14^th, 2020

1. PURPOSE

1.1 Pursuant to an applicable Quote, these Product Terms are governed by and form a part of the terms of the Agreement as defined in the iQmetrix Master Services Agreement, located at www.iqmetrix.com/legal/general/msa, as it exists at the time of Subscriber’s execution of the applicable Quote.

1.2 Any undefined capitalized terms used in these Product Terms will have the meanings ascribed to them in the Agreement. In the event of any direct conflict or inconsistency between the terms of these Product Terms and the terms of the Agreement, the terms of the Agreement will control.

1.3 The ​“API Services” are Services whereby iQmetrix provides Subscriber with APIs (an iQmetrix application programming interface, being a set of protocols and tools) to allow Subscriber to interact with other Services provided by iQmetrix. ​“Platform APIs” are the connections that enable Subscriber to integrate Subscriber’s Services with Subscriber’s new and future systems. The Quote sets out the current general Fees and package descriptions for the API Services.

2. TERMS OF USE

2.1 Subscriber’s access to and use of the API Services are also governed by the API terms of use posted at http://developers.iqmetrix.com/terms/ (“API Terms”), which are incorporated herein by reference. In the event of any conflict between the API Terms and these Product Terms, these Product Terms will take precedence to the extent of such conflict.

3. SUPPLEMENTAL LICENCE TERMS

3.1 Subject to the API Terms, these Product Terms and the Agreement (including the restrictions set forth in Section 2 of the MSA), and for so long as Subscriber has remitted payment of the applicable monthly fees specified in the Quotes, the Licence granted by iQmetrix to Subscriber will also permit Subscriber to use and make calls, or permit its Agents and Authorized Representatives, as well as Subscriber Affiliates’ Agents and Authorized Representatives, to use and make calls, to the API Services. For the avoidance of doubt, for the purposes of these Product Terms, ​“Authorized Representatives” may include the third party licensees of Subscriber Applications.

4. FEES

4.1 All Monthly Subscription Fees are due in advance on the first day of each month, using usage data from the previous month. All Fees are due within 30 days of the date they are invoiced to Subscriber (unless Subscriber has executed an ACH Authorization Agreement, in which case Fees are due as of the date of the invoice).

5. SUPPORT

5.1 Notwithstanding section 10 (Service Levels) of the MSA, the SLA and Support Services Policies will not be applicable to API Services.

6. TERMINATION OF SERVICE

6.1 Subscriber may terminate API Services for any or all Locations or screens upon 90 days written notice to iQmetrix. Any launch Fees paid are non-refundable.