ASHA CE's API Terms

Last modified: December 31, 2020

Thank you for using American Speech-Language-Hearing Association (ASHA) Continuing Education's (CE) APIs (web calls), other developer services, and associated software (collectively, "APIs"). By clicking the “I agree, continue to my CE Portal” button, you agree to the Contract (as defined below).

These ASHA CE’s API Terms are referred to herein as the “API Terms."

Collectively, we refer to the API Terms, ASHA’s User Experience Guidelines posted on ASHA’s website, and as they may be updated from time to time, any additional terms that reference the API Terms that we may make available from time to time, terms within the accompanying API documentation, and any applicable policies and guidelines, as the "Contract." If there is a conflict between the terms contained in the API Terms and any other parts of the Contract, the API Terms shall control, but only to the extent of such conflict. Please read the Contract carefully.

Under these API Terms, "CE" means American Speech-Language-Hearing Association’s Continuing Education Department, with our principal office at 2200 Research Blvd. Rockville, MD 20850, United States.

Relationships & Definitions

We may refer to "CE" as "we", "our", or "us" in these API Terms. "You," and "your," refers to the legal entity on whose behalf these API Terms are being accepted. The Contract does not grant you any right to access or use our online workplace productivity tools and platform (the "Services") or any of our non-public application programming interfaces.

Access to Our APIs

Your Applications

Subject to the restrictions contained in the Contract, we grant you a non-exclusive, worldwide, non-transferable (except as otherwise stated herein), limited license to access our APIs and documentation only as necessary to develop, test and support an integration of your application (an "Application" or "App") with the Services. You may not sell, rent, lease, sublicense, redistribute, or syndicate access to any of our APIs.

As between the parties, you shall retain all right, title and interest in and to all personal information transferred by you to us through your use of the APIs (“Customer Data”). You hereby grant to us a royalty-free, perpetual, nonexclusive license to use, store, share, manipulate, combine with other personal information, and analyze any Customer Data.

Restrictions on Use

Your license to access our APIs and documentation is limited and subject to compliance with applicable laws, other integration related documents, and any related Continuing Education Board Requirements. Without limiting the foregoing, you shall not: (A) access our APIs or documentation in violation of any law or regulation; (B) access our APIs in any manner that (i) compromises, breaks or circumvents any of our technical processes or security measures associated with the Services, (ii) poses a security vulnerability to customers or users of the Services, or (iii) tests the vulnerability of our systems or networks; (C) access our APIs or documentation in order to replicate or compete with the Services; (D) attempt to reverse engineer, decompile, create derivative works, or otherwise derive source code, trade secrets, or know-how of our APIs or Services; or (E) attempt to use our APIs in a manner that exceeds rate limits, or constitutes excessive or abusive usage.

Transparency & Reporting

If you offer your Application for use by others outside your organization, you must maintain a user agreement and privacy policy for your Application, and such user agreement and privacy policy must be prominently identify where users download or access your Application. Your privacy policy must meet applicable Laws (as defined below) and industry standards, including without limitation, requirements for listing applications on the Apple App Store and the Google Play Store. The user agreement and privacy policy must describe the collection, use, storage and sharing of data in clear, understandable, and accurate terms. You must promptly notify us in writing via email to dataprivacy@asha.org of any breaches of your user agreement or privacy policy that impact or may impact customers or users of the Services.

Our Right to Suspend Access and Audit

If we believe that you may have violated any provision of the Contract or have used the APIs for any purpose other than the purposes described in the Contract, we may, at our option: (i) make a written demand asking you to remedy the suspected violation or misuse, to which you shall provide a written response clarifying your plan to remedy the suspected violation or misuse upon forty eight (48) hours from receiving such written demand; or (ii) immediately suspend or terminate your access to the Services or APIs. If you become aware of any misuse or suspected misuse of the APIs by your personnel, you shall immediately, and in no event longer than 24 hours after becoming aware of the misuse or suspected misuse, notify us.

We may monitor the use of the APIs to ensure quality, improve our Services, and verify compliance with the Contract. You shall provide to us or our authorized representatives, upon reasonable written notice: (a) access to your information, facilities and records, and (b) responses to our reasonable written questions, each only for the purpose of allowing us to ensure your compliance with the Contract.

Ownership and Proprietary Rights

Reservation of Rights

You retain your ownership rights in your Application, and we own and will continue to own our APIs, documentation, and Services, including all related intellectual property rights therein. All of our rights not expressly granted by the Contract are hereby retained.

Feedback

If you send us any feedback or suggestions regarding the APIs or documentation, you grant us an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any such feedback or suggestions for any purpose without any obligation or compensation to you.

Termination

You may terminate the Contract by discontinuing use of the APIs at any time. We may terminate the Contract with or without cause, and without notice to you. Upon termination of the Contract, all rights and licenses granted to you will terminate immediately. Any APIs or documentation that are not made publicly available but that are otherwise made available to you are the Confidential Information (as defined below) of CE. Upon termination of the Contract, you will promptly destroy copies of any documentation and any other CE information in your possession or control that was received under the Contract.

Representations; Disclaimer of Warranties

You represent, warrant and covenant to us as follows:

(i) the individual accepting these API Terms has the requisite authority to act on behalf of the legal entity on whose behalf such individual is accepting these API Terms, and to bind the legal entity to these API Terms;

(ii) you shall ensure that no viruses, spyware, malware or similar items are coded or introduced into or affects our systems. If you discover that a virus, spyware or similar item is found to have been introduced into or affects our systems, you shall notify us in writing immediately and shall assist us in reducing the effects of the virus, spyware or similar item;

(iii) you shall comply with all applicable laws, ordinances, regulations, and industry rules (“Laws”) including, without limitation, Privacy Laws. “Privacy Laws” mean U.S. federal, state and local, as well as foreign and international, Laws currently in effect and as they become effective that relate in any way to the privacy, confidentiality or security of personal data, including: (i) all Laws concerning the protection, transport, storage, use and processing of personal data (including the European Union Directives governing general data protection (Directive 95/46/EC, which is repealed by Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 (“EU General Data Protection Regulation” or the “GDPR”) with effect from 25 May 2018), the ePrivacy (Directive 2002/58/EC, as revised by Directive 2009/136/EC); Directive 2006/24/EC (data retention)) and the California Consumer Privacy Act of 2018; (ii) Laws associated with payment card data; (iii) security breach notification Laws; (iv) Laws imposing minimum security requirements (such as Cal. Civ. Code § 1798.81.5, 201 Mass. Code Reg. 17.00, and Tex. TC Bus. & C. 521.052); and (v) all applicable Laws similar to those laws listed in subsections (i) through (iv) above;

(iv) You shall deliver all notices and obtain all consents necessary, if any, to transfer personal data, including Customer Data, to ASHA under the Contract and for CE to process such personal data in the United States.

EXCEPT AS EXPRESSLY PROVIDED FOR IN THE CONTRACT, THE APIs, DOCUMENTATION AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED BY US ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND WE EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE APIs WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE.

Your sole and exclusive remedy if you are dissatisfied with any portion of APIs is to discontinue using the APIs. 

Limitation of Liability

IN NO EVENT AND UNDER NO CIRCUMSTANCES WHATSOEVER SHALL CE BE LIABLE FOR ANY DIRECT, INDIRECT, COMPENSATORY, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE APIs; THE DELAY OR INABILITY TO USE THE APIs; ANY INFORMATION, OR DOCUMENTATION; SECURITY BREACHES; OR OTHERWISE ARISING OUT OF OR RELATED TO YOUR USE OF THE APIs, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF CE HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.  

Some jurisdictions do not permit the exclusion or limitation of implied warranties or the exclusion of certain types of damages. Therefore, if required by applicable law, some of the foregoing exclusions may not apply to you. 

Application of Consumer Law

Our APIs and documentation are intended for use by businesses and organizations solely for business purposes. You shall not use the APIs and documentation for personal, family, or household purposes. To the maximum extent permitted by applicable law, you hereby acknowledge and agree that consumer Laws do not apply to your use of the APIs and documentation. If however any consumer Laws do apply and cannot otherwise be lawfully excluded, nothing in the Contract shall restrict, exclude or modify any statutory warranties, guarantees, rights or remedies you have, and our liability is limited (at our option) to the replacement or repair of the APIs.

Indemnification

You shall defend us, our affiliates, and our and our affiliates’ respective officers, directors, employees, contractors, and agents (the “CE Indemnified Parties”) from and against any and all third party claims, actions, suits, proceedings, and demands arising from or related to your breach of the Contract, your breach of applicable Laws, or your breach of an agreement between you and your end users or any of your privacy policy or policies (a "Claim Against Us"), and you shall indemnify the CE Indemnified Parties for all reasonable attorney’s fees incurred and damages and other costs incurred by a CE Indemnified Party in connection with or as a result of, and for amounts owed by a CE Indemnified Party under a settlement in which we may reasonably enter in connection with a Claim Against Us. We agree to provide you with prompt written notice of any Claim Against Us. This section states your sole liability with respect to, and the CE Indemnified Parties’ exclusive remedy against you for, any Claim Against Us.

Notwithstanding the preceding section, no settlement may be entered into by you, without our express written consent (such consent not to be unreasonably withheld).

Survival

The sections titled "Our Rights to Suspend Access and Audit," "Ownership & Proprietary Rights," "Termination," "Representations; Disclaimer of Warranties," "Limitation of Liability," “Application of Consumer Law,” "Indemnification," "Survival," and all of the provisions under the general heading "General Provisions," will survive any termination or expiration of the Contract. Any provisions that by their nature are intended to survive the termination of the Contract shall survive the termination notwithstanding the cause of termination.

General Provisions

Force Majeure

We will not be liable to you or any other third party due to our failure to perform or timely perform any of our obligations under the Contract due to events beyond our reasonable control, which may include denial-of-service attacks, a failure by a third party hosting provider, utility provider, or internet service provider, strikes, shortages, riots, fires, acts of God, war, terrorism, or governmental action.

Relationship of the Parties; No Third Party Beneficiaries

The parties are independent contractors. The Contract does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third party beneficiaries to the Contract.

Modifications to our APIs and Documentation

CE may, at any time and without notice to you, discontinue, update, and/or otherwise change any of its APIs, including making backwards incompatible changes.  

Modifications to the Contract

As our business evolves, we may change the Contract and any related documentation. All changes to the Contract shall become effective upon posting of the change. You can access the most current version of the Contract at any time by clicking on the ASHA API Terms link found in the CE Portal.

Confidentiality

• The APIs and all other information provided by us or made available to you pursuant to the Contract is the confidential information of CE and its affiliates (“Confidential Information”). You shall use such Confidential Information solely to the extent as contemplated by the Contract, shall not disclose any Confidential Information to any third party, and shall maintain the Confidential Information in strict confidence in perpetuity. Confidential Information does not include information generally available in the public domain, information provided to you by a third party without any obligation of confidentiality, and information that was independently developed by you without use of or reference to the APIs or any other information provided by us. 

Waiver

No failure or delay by either party in exercising any right under the Contract will constitute a waiver of that right. No waiver under the Contract is effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

Severability

The Contract will be enforced to the fullest extent permitted under applicable law. If any provision of the Contract is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of the Contract will remain in effect.

Assignment

CE may assign the Contract, in whole or part, in its sole discretion. You agree not to assign, transfer or sublicense your rights without the prior written consent of CE.

Governing Law and Dispute Resolution

The Contract shall be governed by, and construed and enforced in accordance with, the laws of the State of Maryland without regard to conflict of law principles. You hereby consent to the exclusive jurisdiction and venue of courts in Montgomery County, Maryland in all disputes arising out of or relating to the Contract.

Construction

If any part of the Contract is determined to be invalid or unenforceable pursuant to applicable law including without limitation the warranty disclaimers and liability limitations set forth above, 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 the Contract shall continue in effect.

Captions and Headings

Captions and paragraph headings are for convenience only and are not a part of the Contract and shall not be used in construing it.