ACTIVIX API TERMS OF USE
1. PURPOSE AND SCOPE
These terms of use (“Terms”) govern your access to and use of the Activix API, which enables automotive Dealers, partners, and other authorized users to integrate with Activix’s systems for purposes such as vehicle inventory management, customer relationship management, and related automotive retail services.
By accessing or using the Activix API, you confirm that you have read, understood, and agree to be bound by these Terms.
2. DEFINITIONS
The following definitions apply to these Terms of Use:
“API” means the application programming interfaces provided by Activix, including associated documentation, software, code, access credentials, and other related materials.
“Activix” means Activix Inc., including its affiliates, successors, and assigns.
“Activix Data” means any data generated, owned, or controlled by Activix, including but not limited to usage analytics, metadata, system logs, aggregated insights, and proprietary content exposed through the API.
“Dealer” means an automotive dealership or other authorized vehicle retailing business entity that (i) owns or controls Dealer Data, (ii) is granted access to the Activix API either directly or through a third-party integrator, and (iii) uses the API in connection with the sale, lease, marketing, or servicing of vehicles, customer relationship management, or related Dealership operations.
“Dealer Data” means data to be submitted by a Dealer through API for use by Activix or as otherwise mutually agreed to in writing by the parties.
“User” means any individual or entity, including Dealers and partners, that accesses or uses the API, and their authorized representatives.
3. OWNERSHIP AND DATA RIGHTS
3.1. DEALER DATA OWNERSHIP
Dealer Data remains the sole and exclusive property of the Dealer or the entity providing such data. Activix does not claim ownership of Dealer Data.
3.2. LICENSE TO DEALER DATA
User grants Activix a non-exclusive, worldwide, royalty-free license to use, process, and transmit DealerData solely for the following purposes:
(i) Providing services through the API;
(ii) Improving and enhancing the API and related Activix services;
(iii) Any other use explicitly authorized by the User.
3.3. ACTIVIX DATA OWNERSHIP
All Activix Data is and remains the exclusive property of Activix. No rights or licenses to Activix Data are granted to User, except as expressly stated in these Terms.
3.4. LICENSE TO USE API
Activix grants User a limited, non-exclusive, non-transferable, revocable license to access and use the API solely for internal business purposes and in accordance with these Terms.
3.5. NO TRANSFER OF IP
Except as expressly provided, these Terms do not transfer or grant any rights, title, or interest in any intellectual property of either party.
4. SECURITY AND ACCEPTABLE USE
4.1. SECURITY REQUIREMENTS
User shall:
(i) Safeguard all API keys and access credentials;
(ii) Implement and maintain reasonable administrative, technical, and physical security measures;
(iii) Promptly notify Activix of any security incidents or unauthorized access;
(iv) Ensure that data transmissions via the API are encrypted using current industry standards.
4.2. PROHIBITED USE
User shall not:
(i) Reverse-engineer, decompile, or disassemble the API;
(ii) Transmit malware, harmful code, or disruptive content through the API;
(iii) Engage in scraping, bulk extraction, or other forms of excessive or abusive data access;
(iv) Attempt to gain unauthorized access to the API or underlying systems;
(v) Use the API for any unlawful, fraudulent, infringing, or harmful purposes;
(vi) Violate applicable laws or regulations.
4.3. RATE LIMITING
Activix may apply rate limits or other technical restrictions to ensure platform stability. Users agree to comply with such limitations.
4.4. AUDIT RIGHTS
Activix may audit User’s API usage to ensure compliance with these Terms. User agrees to reasonably cooperate with any such audit.
5. FEES
5.1. ACCEPTANCE OF FEES.
USER AGREES TO PAY ALL FEES APPLICABLE TO ITS ACCESS TO AND USE OF THE API, AS SET OUT BY ACTIVIX AND IN EFFECT AT THE TIME OF USE. FEES MAY INCLUDE USAGE-BASED CHARGES, SUBSCRIPTION FEES, OR OTHER CHARGES AS SPECIFIED BY ACTIVIX.
5.2. CHANGES TO FEES.
ACTIVIX RESERVES THE RIGHT TO MODIFY ITS FEES UPON THIRTY (30) DAYS’ PRIOR NOTICE TO USER. SUCH NOTICE MAY BE PROVIDED VIA EMAIL OR BY OTHER REASONABLE MEANS. CONTINUED USE OF THE API AFTER THE EFFECTIVE DATE OF A FEE CHANGE CONSTITUTES ACCEPTANCE OF THE NEW FEES.
6. DISCLAIMERS AND LIMITATIONS OF LIABILITY
6.1. DISCLAIMER
The API is provided “as is” and “as available.” Activix makes no representations or warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, or data accuracy.
6.2. AVAILABILITY
Activix does not guarantee the availability, uptime, or performance of the API.
6.3. LIMITATION OF LIABILITY
To the fullest extent permitted by law, Activix will not be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, including loss of data, profits, goodwill, or business opportunities, even if advised of the possibility of such damages.
6.4. LIMITATION OF LIABILITY
Activix’s total aggregate liability to User under these Terms shall not exceed the lesser of:
(i) CAD $1,000; or
(ii) the total fees paid by User to Activix in the twelve (12) months prior to the event giving rise to the claim.
7. TERMINATION AND DISCONTINUATION
7.1. TERMINATION FOR BREACH
Activix may suspend or terminate User’s access to the API immediately if:
(i) User breaches these Terms; or
(ii) Activix reasonably determines that continued access poses a security or operational risk.
7.2. TERMINATION FOR CONVENIENCE
Either party may terminate these Terms upon thirty (30) days’ prior written notice.
7.3. API DISCONTINUATION
Activix may modify, suspend, or sunset the API at any time, in whole or in part. Activix will provide at least thirty (30) days’ prior notice of any material changes or discontinuation via the developer portal or direct notification to registered Users.
7.4. POST-TERMINATION OBLIGATIONS
Upon termination:
(i) All licenses granted herein terminate immediately;
(ii) User must cease all use of the API and delete any access credentials.
8. CHANGES TO TERMS
8.1. MODIFICATIONS
Activix may revise these Terms at any time without further notice.
8.2. CONTINUED USE
Continued use of the API following any changes constitutes acceptance of the revised Terms.
9. GOVERNING LAW AND JURISDICTION
9.1. GOVERNING LAW
These Terms shall be governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein.
9.2. JURISDICTION
The courts located in Toronto, Ontario, shall have exclusive jurisdiction over any disputes arising from or related to these Terms or the API.
9.3. COMPLIANCE
User agrees to comply with all applicable laws, including privacy and data protection laws, in connection with API usage.
10. GENERAL PROVISIONS
10.1. NO WAIVER
Failure to enforce any provision shall not constitute a waiver of that provision.
10.2. SEVERABILITY
If any provision is held invalid or unenforceable, the remainder of the Terms will remain in effect.
10.3. ASSIGNMENT
User may not assign these Terms without Activix’s prior written consent. Activix may assign these Terms without restriction.
10.4. ENTIRE AGREEMENT
These Terms constitute the entire agreement between the parties with respect to the API and supersede any prior agreements or understandings.
10.5. SURVIVAL
Provisions that by their nature should survive termination (e.g., Sections 3, 5, 9, 10) shall continue in effect.
10.6. RELATIONSHIP
Nothing in these Terms creates an agency, partnership, or employment relationship between the parties.
10.7. CONTACT
Questions about these Terms may be directed to: croy@activix.ca.