Context.IO Terms of Use

We're excited that you’ve chosen to develop on the Context.IO platform. At Context.IO, we believe in putting our members first. We created our API to enable developers to create fantastic applications without having to mess with archaic email protocols.

By clicking "I Agree" or using the Context.IO Services (defined below), you agree to these terms of use, including any terms, policies, specifications and documentation referenced in these terms of use (together the "Terms of Use").

If you are using the Context.IO Services on behalf of an organization, you are agreeing to these Terms of Use for that organization and representing and warranting that you have the authority to bind that organization to these Terms of Use. In such case, "you" and "your" refers to that organization. "Us" or "we" refers to DokDok, Inc. ("DokDok") and its affiliates, including without limitation, its parent company, Return Path, Inc. ("Return Path").

  1. Definitions

    "API Client" means your software application or website that interfaces with the Context.IO Services and includes any services made available by you through that application or website.

    "API Usage Fees" means the fees based on usage of the Context.IO APIs set forth in the Rate Schedule.

    "Documentation" means all of the instructions, API specifications, code samples, help files and other documentation made available by Context.IO in connection with the Context.IO Services.

    "End User" means an end user of an API Client.

    "Context.IO API" means an application programming interface for the Context.IO Services (or feature of the Context.IO Services) provided to you by Context.IO.

    "Context.IO Marks" means the trade names, trademarks, service marks, logos, graphics and/or domain names of Context.IO.

    "Context.IO Privacy Policy" means the privacy policy made available at http://returnpath.com/privacy-policy-data, as such may be updated from time to time.

    "Context.IO Properties" means the Context.IO website, Context.IO APIs, Documentation, and technical support made available by Context.IO to you in connection with the Context.IO Services.

    "Context.IO Services" means the services provided by Context.IO to you under these Terms of Use, including all programs, features, functions, and subsequent updates or upgrades of any of the foregoing made generally available by Context.IO, including without limitation the Context.IO APIs, and any software provided to you in connection with your use of the Context.IO Services.

    "Rate Schedule" means the schedule of fees located at http://context.io/pricing, as such may be updated from time to time.

    "Support Fees" means the support fees set forth in the Rate Schedule.

    "Support Schedule" means the schedule of support located at http://context.io/pricing#premium-support, as such may be updated from time to time.

  2. Context.IO Services

    1. Provision of Services

      We will make the Context.IO Services available to you in accordance with these Terms of Use. Subject to your acceptance of and compliance with the terms and conditions herein, you will have the limited, non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable right to: (i) use the Documentation and Context.IO APIs as needed to develop API Clients; (ii) offer and make the Context.IO Services available to your End Users in connection with the use of your API Clients, in accordance with the Documentation; and (iii) otherwise use the Context.IO Properties solely in connection with and as necessary for your permitted activities hereunder. All rights not expressly granted to you under these Terms of Use are retained by us.

    2. Use of Context.IO Services.

      You are solely responsible for all use (whether or not authorized) of the Context.IO Services and Documentation under your account, including for the quality and integrity of your API Clients. You agree to use the Context.IO Services solely in accordance with these Terms of Use and all applicable laws, including without limitation privacy laws and laws regarding import or export of data or software. We reserve the right to investigate your API Clients for such compliance. To that end, we may require access to examine and use your API Clients. You hereby consent to any such investigation and agree to give us reasonable access to your API Clients as necessary to perform such investigation.

    3. Restrictions

      In using the Context.IO Services you may not, nor allow any third party to, do any of the following:

      • copy, distribute, sublicense, sell, disclose, lend, transfer or convey the Context.IO Services or any related Documentation for any purpose whatsoever
      • modify, decompile, disassemble, reverse engineer or attempt to extract the source code from the Context.IO APIs or any related software, except to the extent that is restriction is expressly prohibited by applicable law
      • allow any unauthorized third party to access the Context.IO Services for any purpose whatsoever
      • offer services that are competitive to the Context.IO Services, including by, without limitation, creating an API or API application that functions substantially the same as any Context.IO API and offering it for use by third parties
      • charge third parties any fees to use our Services
      • perform an action with the intent of introducing any viruses, worms, defects, Trojan horses,malware or any items of a destructive nature
      • defame, abuse, harass, stalk or threaten others
      • interfere with or disrupt the Context.IO APIs or the servers or networks providing the Context.IO APIs
      • disclose your authentication credentials to any third party except your agent(s) using such information solely on your behalf in accordance with the Terms of Use and under a written duty of confidentiality
      • disclose any confidential information sent to you by us to any third party without our prior written consent
      • violate the law in any way, or violate the privacy of others, or defame others.
    4. Changes to Services

      You understand and acknowledge that the features and functions of the Context.IO Services, including the Context.IO APIs, Documentation and Context.IO Properties, may change from time to time. You are solely responsible for ensuring that your API Client is compatible with the then-current version of the Context.IO APIs. We make no representation that our Context.IO APIs will be backward compatible. We may make an attempt to inform you of any changes with reasonable notice so that you can adjust your API Client(s) but we are under no obligation to do so.

    5. Downtime and Service Suspensions

      You acknowledge that: (i) your access to and use of the Context.IO Services may be suspended for the duration of any unanticipated or unscheduled downtime or unavailability of any portion or all of the Context.IO Services for any reason or no reason, including, without limitation, as a result of power outages, system failures or other interruptions; and (ii) we shall also be entitled, without any liability to you, to suspend access to any portion or all of the Context.IO Services at any time with or without notice to you, on a service-wide basis: (a) for scheduled downtime to permit us to conduct maintenance or make modifications to the Context.IO Services; (b) in the event of a denial of service attack or other attack on the Context.IO Services that may create a risk to you or to any of our other customers; or (c) in the event that we determine that any component of Context.IO Services is prohibited by applicable law or we otherwise determine that it is necessary or prudent to do so for legal or regulatory reasons (collectively, "Service Suspensions"). We shall have no liability whatsoever for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur as a result of any Service Suspension. To the extent we are able, we may endeavor to provide you notice of any Service Suspension in accordance with the notice provisions set forth in the Notices section below and to post updates regarding resumption of Services following any such suspension, but shall have no liability for the manner in which we may do so or if we fail to do so.

    6. License From You

      You hereby grant us a nonexclusive, royalty-free, transferable, perpetual, worldwide right and license to access, collect, use, modify, process, analyze, aggregate, create derivative works from, store, transfer and sub-license the content and data you send to us, use or generate in connection with your use of the Context.IO Services, including, without limitation, the content and data of your End Users ("End User Content") in accordance with the Context.IO Privacy Policy. You agree (and will obtain all End Users’ agreement) that we will own all right, title and interest in and to the non-Personally Identifiable Information extracted from, aggregated from, or derived from End User Content ("Aggregate Data"). "Personally Identifiable Information" or "PII" means any information that relates to a natural person and that could be used, either directly or indirectly, to identify such person.

  3. Using the Context.IO APIs

    1. API Access

      You may access the Context.IO APIs only by the means described in the corresponding Documentation. If we provide you with authentication credentials, you must use them in conjunction with the Context.IO APIs as specified in the Documentation. You are solely responsible for all activity occurring under your authentication credentials and you shall notify us immediately of and use reasonable efforts to stop any unauthorized use of authentication credentials or any other known or suspected breach of security.

    2. API Limitations

      We may set limits on the number of API requests that you can make, at our sole discretion. You understand and agree that we may decrease the limits or otherwise modify your rights to and/or the manner in which you may use the Context.IO APIs at any time in our sole discretion in order to maintain the stability of our systems. You agree to such limitations and will not attempt to circumvent such limitations.

    3. Monitoring

      We may monitor your use of the Context.IO APIs and collect information related to such use in order to: (i) ensure quality and performance of our products and services, including without limitation the Context.IO APIs, and/or make improvements thereto; and (ii) verify your compliance with the Terms of Use. You agree not to interfere with such monitoring.

    4. Cooperation

      Upon request, you will provide all information and/or cooperation reasonably requested by us in order for us to determine in our sole discretion that your use of the Context.IO APIs is in accordance with the Terms of Use.

    5. End User Agreements

      You are required to enter into an agreement with each End User of your API Client ("End User Agreement") in which you will obtain the End Users’ (i) express consent and grant of rights and licenses for you to make the grants and licenses to us under these Terms of Use, including, without limitation, to the above license and ownership of Aggregate Data in Section 2.6 (License From You) and (ii) express agreement to comply with the provisions in Section 2.3 (Restrictions) hereof. You agree to be fully responsible for any breach by your End Users of any provision that may affect our rights. You will take all reasonable precautions to prevent unauthorized access to or use of the Context.IO Services and notify us promptly of any such unauthorized access or use.

  4. Security and Privacy

    1. Information Security

      You must use commercially reasonable efforts to protect End User Content collected by your API Clients, including PII, from unauthorized access or use and must promptly report to your End Users any unauthorized access or use of such information. You bear sole responsibility for the security, protection and backup of End User Content. You shall notify us immediately at Support@Context.IO.com of any unauthorized use of any password or account or any other known or suspected breach of security.

    2. End-User Privacy

      You must comply with all applicable privacy laws and regulations in connection with your API Clients, including those applying to PII. You must provide and adhere to a privacy policy for your API Clients that clearly and accurately describes to End Users of your API Clients what information you collect and how you use and share such information with us and with other third parties.

    3. Privacy Policy Requirements

      In addition to complying with all applicable laws and regulations and any other provisions in these Terms of Use, you must, so long as your API Client connects to or uses any part of the Context.IO Services, comply with the following additional requirements:

      • Your privacy policy must be accessible by your End Users at all times. At a minimum, you must provide access to your privacy policy on any description page of your API Client and, if applicable, the API Client’s settings menu (or its equivalent).
      • Your privacy policy must inform End Users of the PII accessed or transmitted by your API Client and how that PII is used, stored, secured and disclosed, and describe the controls End Users have over the use and sharing of their PII, and how they may access, correct and/or delete their information.
      • Your API Client must obtain opt-in express consent to share PII. Opt-in express consent means the granting of express permission within the API Client’s user interface for the requested activity after you have: (i) described to the End-User how PII will be accessed, used and shared; and (ii) provided the End-User a mechanism through which such End-User can rescind this permission and opt out of sharing PII. You may transmit an End User’s PII to a third party only after obtaining such opt-in express consent.
      • You must include the following language (or equivalent language with all the disclosures set forth below) in each privacy policy applicable to your API Client(s):
        This application uses features enabled by Context.IO. By using this application, you agree to share your information with third parties, including DokDok, Inc., its parent company, Return Path, Inc. and their affiliates (collectively “Context.IO Providers”), who provide the Context.IO services upon which we rely. By granting permission upon sign up or using the application, you acknowledge and agree that Context.IO Providers may access your personally identifiable information (“PII”). Your PII includes, but is not limited to, your name, email address, and authentication credentials. Context.IO Providers may use your PII to provide services and products requested by you and to enable its vendors and contractors to provide and assist in the provision of such services and products to you. If you wish to opt out of sharing your information with Context.IO Providers, you may do so by going to https://optout.context.io/.

    If you have any questions about the privacy policy requirements under these Terms of Use, you may contact our privacy office using this simple online form and submitting a ticket under privacy department.

  5. Intellectual Property

    1. Ownership

      As between you and us, we exclusively own and reserve all right, title and interest in and to the Context.IO Services, Context.IO Properties, Context.IO Marks, Aggregate Data and our Confidential Information. As between you and us, you exclusively own and reserve all right, title and interest in and to your API Client and, subject to your grant of license to us as set forth in these Terms of Use, End User Content.

    2. Context.IO Marks

      You shall have a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to display the Context.IO Marks for the purpose of promoting or advertising that you use the Context.IO Services, solely in accordance with these Terms of Use. In return you hereby grant us a limited, non-exclusive, non-transferable, non-sublicensable license to display Your trade names, trademarks, service marks, logos, domain names and the like for the purpose of promoting or advertising that you use the Context.IO Services. In using Context.IO Marks, you may not: (i) display a Context.IO Mark in any manner that implies a relationship or affiliation with, sponsorship, or endorsement by Context.IO; (ii) use Context.IO’s Marks to disparage Context.IO, DokDok, Return Path or their affiliates or their respective products or services; or (iii) display a Context.IO Mark on a site that violates any law or regulation. We may from time to time modify the Context.IO Marks provided to you. Upon notice, you will use only the modified Context.IO Marks and not the old Context.IO Marks. Other than as specified in this Agreement, you may not use any Context.IO Mark unless You obtain our prior written consent.

    3. Feedback

      In the event you elect to communicate to us suggestions for improvements to the Context.IO Services, the Context.IO Properties or the Context.IO Marks (collectively, "Feedback"), we shall own all right, title, and interest in and to the same, even if You have designated the Feedback as confidential, and we shall be entitled to use the Feedback without restriction. Furthermore, any other content or information You post or provide to us via comments, forums, emails and the like (collectively, “Communications”) shall be considered our property. You hereby irrevocably assign all right, title and interest in and to the Feedback and Communications to us and agree to provide us such assistance as we may require to document, perfect, and/or maintain our rights to the Feedback and Communications.

    4. Non-Assertion

      With respect to any of the Context.IO Services that you elect to use, you will not assert, nor will you authorize, assist, or encourage any third party to assert, against us or any of our customers, end users, vendors, business partners (including third party sellers on websites operated by or on behalf of us), sub-licensees or transferees, any patent infringement or other intellectual property infringement claim with respect to such portion(s) of the Context.IO Services.

  6. Fees and Support

    1. Fees

      You agree to pay the API Usage Fees and Support Fees set forth in the Rate Schedule if and as applicable.

    2. Taxes

      Unless otherwise stated in the Rate Schedule, you are responsible all applicable federal, state or local taxes and all use, sales, commercial, gross receipts, privilege, surcharges, or other similar taxes, license fees and surcharges, charged to or against us. You will not withhold any taxes from any amounts payable to us in connection with the Context.IO Services.

    3. Payment of Fees

      All fees payable by you hereunder shall be paid within thirty (30) days of such fees become due. We will notify you within the first five (5) days of the month following any month in which you have accrued fees under this Agreement.

    4. Disputes

      You must notify us in writing in the event you dispute any portion of any fees paid or payable by you under these Terms of Use. You must provide such notice within sixty (60) days of the applicable charge. You agree to work together to resolve the applicable dispute promptly. Upon expiration of the sixty (60) day period, you will not be entitled to dispute any fees paid or payable you hereunder.

    5. Support

      Subject to your eligibility to receive support and payment of applicable fees, we will provide you support and, if applicable, service commitments, in accordance with the terms set forth in the Support Schedule.

  7. Termination

    1. Termination

      You may stop using the Context.IO Services at any time. If you want to terminate these terms, you must provide us with thirty (30) days prior written notice and upon termination, cease your use of the Context.IO Services. We reserve the right to terminate these Terms of Use or discontinue the Context.IO or any portion or feature for any reason or no reason and at any time without notice and without liability or other obligation to you.

    2. Suspension

      We may suspend the Context.IO Services immediately without notice for cause if: (a) you violate (or give us reason to believe you have violated) any provision of the Terms of Use; (b) there is an unusual spike or increase in your use of the Context.IO Services for which there is reason to believe such traffic or use is fraudulent or negatively impacting the operating capability of the Context.IO Services; or (c) you fail to pay any fees due hereunder by the payment date specified.

    3. Your Obligations After Termination

      Upon any termination of these Terms of Use, discontinuation of your access and/or use of the Context.IO Services, you must immediately stop using the Context.IO APIs and Context.IO Marks and delete or destroy any data in your possession sent to you by us in connection with the Context.IO Services.

    4. Survival

      The terms that by their nature are intended to continue indefinitely shall continue in full force and effect following the termination of these Terms of Use, including, but not limited to Sections 1 (Definitions), 2.3 (Restrictions), 2.6 (License From You), 5.1 (Ownership), 5.3 (Feedback), 5.4 (Non-Assertion), 6.2 (Taxes), 7.3 (Your Obligations After Termination), 7.4 (Survival), 8 (Liability for our Services), and 9 (General).

  8. Liability for our Services

    1. Disclaimer

      Our services and properties are provided “as is” and “as available,” without express or implied warranty or condition of any kind. We expressly disclaim any and all warranties of merchantability, title, non-infringement and fitness for a particular purpose and warranties related to third-party equipment, material, services or software. To the extent this disclaimer conflicts with applicable law, the scope and duration of any applicable warranty will be the minimum permitted under such law.

    2. Limitation of Liability

      In no event will we be liable to you for (a) any indirect, special, incidental, punitive, exemplary or consequential (including, without limitation, loss of use, data, business, or profits) damages, regardless of legal theory, whether or not we have been warned of the possibility of such damages, and even if a remedy fails of its essential purpose; (b) aggregate liability for all claims relating to the context.io services more than the greater of $100 or any amounts paid by you in connection with the services in question during the three months preceding the incident or claim.

    3. Indemnification

      You will indemnify, defend and hold us, our affiliates, agents and licensors harmless from any third party claim (including reasonable attorneys' fees) arising out of, relating to or in connection with: (a) any allegation that your API Clients or the use of them infringes the intellectual property rights of any third party; (b) your breach of these Terms of Use or any act or omission by you in connection with your use of the Context.IO Services; (c) your API Client(s); (d) your collection or use of End User Data. We will be entitled, at our expense, to participate in the defense and settlement of the claim or action with counsel of our own choosing. You may not settle any claims that limit our rights without our prior written consent (which will not be unreasonably withheld).

  9. General

    1. Assignment

      You may not assign or otherwise transfer any or all of your rights or obligations under these Terms of Use without our prior written consent. Any attempted assignment, delegation or transfer in violation hereof will be null and void.

    2. Modification

      We may from time to time and at our discretion modify these Terms of Use or any additional terms that apply to Context.IO Services. We will post notice of modifications to these Terms of Use or the additional terms on our website. Changes are effective once they are posted. You agree that your continued use of the Context.IO Services constitutes an acceptance of the modified terms. We recommend that you check our website periodically for any updates.

    3. Severability

      If any portion of these Terms of Use is held by a court of competent jurisdiction to be invalid or unenforceable, the remaining portion(s) will remain in full force and effect, and any invalid or unenforceable portion(s) shall be construed in a manner that most closely reflects the effect and intent of the original language. If such construction is not possible, the provision will be severed from these Terms of Use, and the rest of the Terms of Use shall remain in full force and effect.

    4. Waiver

      The failure by us to enforce any provision of these Terms of Use shall in no way be construed to be a present or future waiver of such provision nor in any way affect our right to enforce such provision thereafter. All waivers by us must be in writing to be effective.

    5. No Agency

      Nothing in these Terms of Use shall be construed as creating a partnership, contract of employment, agency, joint venture or franchise relationship between the parties.

    6. No Third Party Beneficiary

      You acknowledge and agree that, except as otherwise expressly provided herein, these Terms of Service create no third party beneficiary rights.

    7. Notices

      Notices made by us hereunder for you or your account specifically (e.g., notices of breach and/or suspension) will be provided to you via a notification message displayed on your account page or via the email address provided to us in your registration for the Context.IO Services or in any updated email address you provide to us in accordance with standard account information update procedures we may provide from time to time. It is your responsibility to keep your email address current and you will be deemed to have received any notice sent by us upon our sending of such notice, whether or not you actually view it. Notices made by you under this Agreement regarding these Terms of Use or the Context.IO Services or or any other matter may be sent by U.S. Postal Mail or overnight carrier to DokDok Inc., c/o Return Path, Inc., 3 Park Avenue, New York, NY 10016, Attn: General Counsel, return receipt requested, or by email with read receipt requested to Support@Context.IO.com. Notices sent by you will be deemed given upon confirmation of receipt.

    8. Governing Law

      These Terms of Use and the use of the Context.IO Services will be governed by New York law, except for its conflicts of laws principles. All claims arising out of, relating to or in connection with these Terms of Use or the Context.IO Services must be litigated exclusively in the federal or state courts of New York County, New York, and you consent to venue and personal jurisdiction there.

    9. Entire Agreement

      The Terms of Use constitute the entire and exclusive agreement between the parties with respect to the Context.IO Services, and supersede and replace any other agreements, terms and conditions applicable to the Context.IO Services.

    10. Compliance with this Agreement

      Upon our request, you will promptly provide to us reasonable documentation or other evidence satisfactory to us and in the form specified by us demonstrating that you are in compliance with these Terms of Use, including, without limitation, Sections 3.5 (End User Agreements) and 4.3 (Privacy Policy Requirements).

Last updated on September 12, 2014