RPI1. Agreement and who we are
These Terms of Service (the “Terms”) are an agreement between you (or the company you represent, “Customer” or “you”) and RPI, a sole proprietorship based in Chicago, Illinois (“RPI,” “we” or “us”). They govern your access to and use of our website, the RPI competitive pricing platform, the Fuel Price Feed API, data exports and related services (together, the “Services”).
The Services are for business use only. By signing an order form or proposal that refers to these Terms (an “Order Form”), starting a trial, signing in, or using an API key, you agree to these Terms. If you accept them for a company, you confirm you have authority to bind that company. If an Order Form conflicts with these Terms, the Order Form controls for that subscription.
2. Accounts, users and API keys
We create accounts and API keys for you or approve the ones you request. You must give us accurate information and keep it current. You are responsible for everything done under your accounts and keys, including by anyone you let use them.
- Keep sign-in credentials and API keys confidential. Do not embed an API key in public code, web pages or mobile apps. Do not share credentials between people.
- Tell us promptly at [email protected] if you think a credential has been lost or misused. We can revoke any key or reset any password at any time, and a revoked key stops working immediately.
- Rate limits apply to the API and may change. Do not attempt to avoid or exceed them.
- Only people who need the Services for your internal business purposes may be given access, and they must follow these Terms. You are responsible for their compliance.
3. Your right to use the Services
Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable right during your subscription term to access and use the Services and the pricing data, station information and analytics they provide (the “Data”) for your own internal business purposes, such as monitoring competitors and informing your own pricing decisions.
You may share Data internally with your employees, and with your affiliates and contractors who need it for your internal purposes and are bound by obligations at least as protective as these Terms. You remain responsible for them.
4. Restrictions
You will not, and will not allow anyone else to:
- resell, sublicense, rent, publish, redistribute or otherwise make the Data or the Services available to any third party, including as part of a product or service you offer, except as an Order Form expressly allows;
- use the Data or Services to build, train or improve a competing data product or service, or to create a substantially similar database;
- copy, scrape, crawl or systematically download the Services other than through the API and exports we provide;
- circumvent or interfere with rate limits, access controls, usage metering or security features, or probe, scan or test the vulnerability of the Services;
- reverse engineer, decompile or attempt to obtain the source code of the Services, except where the law does not allow this restriction;
- remove or obscure proprietary notices, or misrepresent the source of the Data;
- use the Services in violation of any law, or to facilitate any agreement, understanding or coordination among competitors about prices (see Section 6); or
- use the Services to harm, overload or disrupt anyone, or upload malicious code.
5. Data sources, accuracy and availability
The Data is compiled from third-party public sources and from our own processing, matching and normalization. We may add, change or remove sources, stations, fuel grades, fields or features at any time.
The Data may be delayed, incomplete or inaccurate. Prices change constantly, sources can be unavailable, and stations can be matched imperfectly. Typical refresh timing is described for convenience only and is not a guarantee. We do not guarantee that any given station, price or update will be present or current. The Data is informational, is not professional, financial, legal or pricing advice, and you are solely responsible for your pricing decisions and for verifying anything you rely on.
Unless an Order Form says otherwise, we provide no uptime or support service levels. We aim to keep the Services available, and we may perform maintenance or suspend access when needed for security, legal or operational reasons.
6. Compliance with competition law
You are solely responsible for your own independent pricing decisions and for complying with all antitrust and competition laws. The Services are designed to help you observe publicly available market prices. They are not designed to, and you must not use them to, reach, implement or monitor any agreement or concerted practice with competitors about prices, output or markets, or to exchange non-public competitively sensitive information with competitors.
7. Your information and configurations
You may give us information to operate the Services for you, such as your location list, anchor stations, competitor selections, trade areas, notes and alert settings (“Customer Content”). You keep your rights in Customer Content and grant us a license to host, process and use it to provide, secure, support and improve the Services for you. We may also create and use aggregated or de-identified usage statistics that do not identify you.
Our Privacy Policy explains how we handle personal information.
8. Fees, payment and trials
Fees, billing frequency and the subscription term are set out in your Order Form. Unless the Order Form says otherwise: fees are in U.S. dollars, invoiced in advance, due 30 days from the invoice date, non-refundable, and exclusive of taxes, which you will pay (other than taxes on our income). Overdue amounts may bear interest at the lower of 1% per month or the maximum rate allowed by law, and we may suspend the Services for non-payment after notice.
We may offer a trial. Trial access is provided as is, for evaluation only, may be limited, and may be changed or ended at any time. Do not rely on a trial for production use.
9. Intellectual property
We and our licensors own the Services, the Data compilation and database, our software, branding, and all related intellectual property rights. These Terms give you only the limited rights stated above; no other rights are granted by implication.
If you give us feedback or suggestions, you grant us a perpetual, worldwide, royalty-free right to use them without restriction or obligation to you.
Retailer, brand and station names and marks shown in the Services belong to their respective owners. They appear only to identify the stations in the Data. We are not affiliated with, endorsed by or sponsored by those retailers.
10. Confidentiality
Each party may receive non-public information from the other that is marked confidential or that a reasonable person would understand to be confidential (“Confidential Information”). The receiving party will use it only to perform or use the Services, protect it with reasonable care, and not disclose it except to personnel and advisors who need to know it and are bound to confidentiality, or as required by law (with notice where legally permitted). This does not cover information that is public through no fault of the receiving party, was already known to it, is independently developed, or is rightfully received from a third party. Our pricing, Order Forms, and non-public product information are our Confidential Information, and the Data is licensed to you under Section 3 and is not made public by this section.
11. Disclaimers
THE SERVICES AND THE DATA ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, RPI AND ITS LICENSORS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, TIMELINESS AND UNINTERRUPTED OR ERROR-FREE OPERATION. WE DO NOT WARRANT THAT THE DATA WILL MEET YOUR REQUIREMENTS OR THAT ANY PRICING DECISION BASED ON IT WILL BE PROFITABLE OR LAWFUL.
12. Limitation of liability
TO THE FULLEST EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, MARGIN, DATA OR GOODWILL, EVEN IF ADVISED OF THEIR POSSIBILITY; AND (B) EACH PARTY’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY YOU TO RPI FOR THE SERVICES IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.
These limits do not apply to amounts owed for fees, to a party’s indemnification obligations, to breach of Section 4 (Restrictions), or to liability that cannot be limited by law.
13. Indemnification
You will defend and indemnify RPI and its officers, directors, employees and agents against third-party claims, and resulting losses, damages and reasonable legal fees, arising from your use of the Services or Data in breach of these Terms or applicable law, including any claim relating to your pricing decisions or your Customer Content.
14. Term, suspension and termination
These Terms apply from when you first accept them until your subscription ends. Each Order Form states its term. Unless it says otherwise, subscriptions renew for successive terms of the same length unless either party gives written notice of non-renewal at least 30 days before the current term ends.
Either party may terminate for the other’s material breach that is not cured within 30 days of written notice. We may suspend or restrict access immediately if we reasonably believe your use threatens the security or integrity of the Services, violates Section 4 or the law, or if fees are overdue after notice. When access ends, your rights end, you must stop using the Data, and we may delete your accounts and keys. Sections that by their nature should survive (including 4, 5, 6, 9, 10, 11, 12, 13 and 17) will survive.
15. Changes to the Services or these Terms
We may update the Services and these Terms from time to time. For material changes to these Terms we will give you at least 30 days’ notice by email or in the Services before they apply to you. If you keep using the Services after the effective date, you accept the changes. If you do not accept them, you may stop using the Services and, for a prepaid term, ask us to end the subscription at the next renewal.
16. Notices and contact
Send legal notices by email to [email protected]. We may send notices to the email address on your account or Order Form. Questions about these Terms: [email protected].
17. General
These Terms and your Order Forms are the entire agreement between us on their subject and replace earlier discussions. If a provision is unenforceable, the rest remains in effect. Failure to enforce a provision is not a waiver. You may not assign these Terms without our written consent, except to a successor in a merger or sale of substantially all of your business that agrees to be bound; we may assign them to an affiliate or successor. Neither party is liable for delay or failure caused by events beyond its reasonable control. We are independent contractors; there is no partnership, agency or exclusivity.
These Terms are governed by the laws of the State of Illinois, without regard to conflict-of-law rules. The state and federal courts located in Cook County, Illinois have exclusive jurisdiction over any dispute, and each party consents to those courts. Either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.