This document sets forth the terms on which Follow Up Boss, LLC (“FUB”) makes the FUB Application Programming Interface (“FUB API”) available for use by licensees on non-FUB websites and mobile applications (each, individually, a “Site”, collectively, “Sites”). By using the FUB API, you and the organization identified in your registration for the FUB API, if applicable (“you”) agree to be bound by these terms of use (“FUB API Terms of Use” or “Agreement”) as well as the FUB Terms of Service, located at: https://www.followupboss.com/legal-pages/terms-of-service, the FUB Acceptable Use Policy, located at: https://www.followupboss.com/legal-pages/acceptable-use-policy and the FUB Privacy Policy, located at: https://www.followupboss.com/legal-pages/privacy-policy, which are incorporated into these API Terms of Use by reference. Your use of the FUB API is also conditioned upon compliance with any applicable instructions or restrictions included in the FUB API Reference page located at https://docs.followupboss.com/reference/getting-started and the pages linked therein (collectively, the “Applicable Terms”). The Applicable Terms may be updated at any time at FUB’s discretion, and in the event of any conflict between the Applicable Terms and these FUB API Terms of Use, these FUB API Terms of Use shall govern.
- FUB API. The FUB API is FUB’s service that allows licensees to retrieve and send certain data relating to FUB customers (“FUB Data”). The FUB API includes calls to retrieve FUB Data to your Sites and pushes of data stored in your Sites (“Site Data”) to a FUB customer’s account. FUB Data and Site Data may be referred to herein as “API Data.” FUB may release subsequent versions of the FUB API and require you to obtain and use the most recent version. New versions may not be compatible with your previous implementation.
- License to FUB API and Data. Before accessing the FUB API, you must register your system at https://apps.followupboss.com/system-registration in order to access the FUB API. Once you register and agree to these FUB API Terms of Use, you may access the FUB API, implement FUB API components on your Site(s), and: a) distribute the corresponding FUB Data to your customers for their personal use on your Site(s); and b) send Site Data to the FUB account belonging to your customer. This license is subject to the following restrictions:
a. All calls to the FUB API must reference the X-System-Key issued to you as a registered licensee, and every request to the API should include the registered 'X-System' and 'X-System-Key' headers issued to you as a registered system or user.
b. You agree that you will provide the FUB Data to users on “as is” terms, with disclaimers substantially equivalent to those set forth in Sections 7 and 8.
c. You agree to keep the X-System-Key confidential, and not to share it with any third party. This license is personal to you, and any affiliates must seek and obtain their own license and X-System-Key. You are responsible for any misuse of the X-System-Key or FUB API key associated with your FUB account.
d. You may not implement the FUB API or distribute the FUB Data on a Site such that the FUB API is the primary functionality on the Site and/or the FUB Data makes up the majority of the content on the Site.
e. You may not resell, license, lease or otherwise monetize the FUB API, FUB Data or delivery of FUB Data to your customers or any third party.
f. You may present or disclose the FUB Data only to the customer that has allowed authenticated access to FUB system. You will not permit your customers or other third parties to access the FUB Data of any other customer.
g. You may not retain copies of FUB Data beyond what is necessary to operate your integration in accordance with these Terms. Your license to FUB Data is limited to making direct server calls to the FUB API for the FUB Data and distributing the FUB Data to your end user(s) on your Site(s), immediately upon receipt by your servers.
h. You may not present the FUB Data (or permit the FUB Data to be presented) so that it appears to be available from a third party website.
i. You may not sell, license, rent, or otherwise distribute or disclose the FUB Data to any third party for that party’s own use.
j. You may not use the FUB Data to develop direct marketing or telemarketing lists for the benefit or use of anyone except the FUB customer.
k. You may not separately extract and provide or otherwise use data elements from the FUB Data to enhance the data files of third parties.
l. You may not use the FUB Data for research purposes, product development or improvement, or in connection with any type of Artificial Intelligence or Machine Learning model development or training.
m. You may not use the FUB API or FUB Data to develop or offer products or services not intended for use by FUB customers or for use with FUB’s products and services.
n. You may not use the FUB API or FUB Data for competitive analysis or benchmarking.
o. You may not remove any proprietary labels from the API.
p. You may not attempt to hide or disguise your identity or the identity of your application(s) or Site(s) when requesting authorization to use the FUB API.
q. You further agree not to otherwise reproduce, create adaptations of, modify, distribute, decompile, disassemble, decode, reverse engineer or otherwise access any software component of the FUB API or FUB Data or any portion thereof.
r. You are limited to rates as described in our reference documentation located at: https://docs.followupboss.com/reference/rate-limiting, unless otherwise approved by FUB.
s. If you become aware that a customer of yours is in material breach of these FUB API Terms of Use, or any of the Applicable Terms, then you agree to notify FUB promptly of such breach by e-mail to [email protected], and to take prompt commercially reasonable corrective action at your expense to remedy such breach. In addition, upon request of FUB, you will either: (a) use commercially reasonable efforts to obtain such equitable relief to prevent harm to FUB or its licensors; or (b) assign any of your applicable rights to permit FUB or the applicable licensor to seek such equitable relief. Your obligations to report and enforce the Applicable Terms will survive termination of these FUB API Terms of Use or your use of the FUB API. - Acceptable Use. You agree not to use the FUB API or FUB Data in any way that is unlawful, or harms, or competes with, FUB, its affiliates, its service providers, its or your customers, or any other person. You also agree to access only the FUB Data necessary to provide the functionality specifically requested by your customer. Further, pursuant to Section 11 below, FUB may terminate your use of the FUB API or FUB Data if and when FUB, in its sole discretion, determines that your use is inappropriate or otherwise not in accordance with these FUB API Terms of Use.
- Limited Relationship. You and FUB are independent contractors, and nothing in these FUB API Terms of Use shall be construed as creating an employer-employee relationship, a partnership, or a joint venture. While you may publicly refer to the fact that you have implemented the FUB API, you agree not to make any other public statements that assert or imply any other relationship with FUB or its affiliates, unless you have FUB’s prior written approval.
- Indemnity. You agree to hold harmless, defend, and indemnify FUB, and its subsidiaries, affiliates, officers, agents, employees, and suppliers, from and against any third party claim arising from or in any way related to this Agreement or your or your customers’ use of the FUB API or FUB Data, or other actions connected with your use of FUB services, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs, and attorneys’ fees, of every kind and nature. In such a case, FUB will provide you with written notice of such claim, suit, or action.
- Representations and Warranties. Each party hereto represents and warrants as follows: (a) it has the full right and legal authority to enter into and fully perform this Agreement, in accordance with the terms of this Agreement, (b) this Agreement, when executed and delivered by such party, will be a legal, valid and binding obligation enforceable against it in accordance with its terms, and (c) the execution and delivery of this Agreement has been duly authorized by such party, and the execution and delivery and the performance of its obligations hereunder do not and will not violate or cause a breach of any other agreement or obligation to which it may be a party or by which it may be bound. You further represent and warrant that: (x) your use of the FUB API will not introduce into any FUB systems or any third party systems any viruses, worms, time bombs, Trojan horses or other harmful, malicious or destructive code, and use of the FUB API will not subject the receiving party to any additional clickwrap, browsewrap or third party terms or conditions; (y) to the best of your knowledge, your use of the FUB API and FUB Data (and use thereof by your Customer) does not and will not infringe, violate, or misappropriate the intellectual property rights or privacy rights of any third party; and (z) there are no pending or threatened claims that would prevent you from fulfilling your obligations under this Agreement (and you shall promptly notify FUB in event of such a claim). By accessing the FUB API, you represent and warrant that you are authorized to access FUB Data and have made all disclosures, and obtained all consents, that are required under applicable laws or regulations.
- Disclaimer of Warranties. EXCEPT AS OTHERWISE STATED, FUB PROVIDES THE FUB API AND FUB DATA “AS IS,” “WITH ALL FAULTS” AND “AS AVAILABLE,” AND THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FUB AND ITS SUPPLIERS MAKE NO REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED. FUB AND ITS AFFILIATES AND SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES OR CONDITIONS, EXPRESS, STATUTORY AND IMPLIED, INCLUDING WITHOUT LIMITATION (A) WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, WORKMANLIKE EFFORT, ACCURACY, TITLE, QUIET ENJOYMENT, NO ENCUMBRANCES, NO LIENS AND NON-INFRINGEMENT, (B) WARRANTIES OR CONDITIONS ARISING THROUGH COURSE OF DEALING OR USAGE OF TRADE, AND (C) WARRANTIES OR CONDITIONS OF UNINTERRUPTED OR ERROR-FREE ACCESS OR USE.
- Limitation of Liability; Exclusive Remedy. IN NO EVENT WILL FUB, ITS AFFILIATES, OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES, INCLUDING WITHOUT LIMITATION ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF, BASED ON, OR RESULTING FROM THESE FUB API TERMS OF USE OR YOUR USE OF THE FUB API OR FUB DATA, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION OF DAMAGES UNDER THIS PARAGRAPH IS INDEPENDENT OF YOUR EXCLUSIVE REMEDY AND SURVIVES IN THE EVENT SUCH REMEDY FAILS OF ITS ESSENTIAL PURPOSE OR IS OTHERWISE DEEMED UNENFORCEABLE. THESE LIMITATIONS AND EXCLUSIONS APPLY WITHOUT REGARD TO WHETHER THE DAMAGES ARISE FROM (A) BREACH OF CONTRACT, (B) BREACH OF WARRANTY, (C) NEGLIGENCE, OR (D) ANY OTHER CAUSE OF ACTION, TO THE EXTENT SUCH EXCLUSION AND LIMITATIONS ARE NOT PROHIBITED BY APPLICABLE LAW. IF YOU DO NOT AGREE WITH ANY PART OF THESE FUB API TERMS OF USE, OR YOU HAVE ANY DISPUTE OR CLAIM AGAINST FUB, ITS AFFILIATES, OR ITS SUPPLIERS WITH RESPECT TO THESE FUB API TERMS OF USE OR THE SERVICES, THEN YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE FUB API AND FUB DATA.
- Intellectual Property. The FUB API is the property of MFTB HoldCo Inc., and subject to the intellectual property rights of MTFB HoldCo Inc. and its licensees.
- Changes. FUB reserves the right to change the FUB API Terms of Use at any time and without notice to you. You are responsible for regularly reviewing these FUB API Terms of Use. Your continued use of the FUB API and/or FUB Data after the effective date of such changes will constitute acceptance of and agreement to any such changes. FUB may suspend or discontinue the Services at any time to you and/or to others, without notice.
- Termination. FUB may change, suspend, or discontinue the FUB API and suspend or terminate your use of the FUB API and/or FUB Data at any time for any reason, without notice. If FUB terminates your access to the FUB API or FUB Data, you may not thereafter access either the FUB API or FUB Data. You may also terminate this Agreement by ceasing to use the FUB API and FUB Data, removing implementation of the FUB API from your Site(s), and deleting all copies of the FUB Data. Following termination of this Agreement, if FUB reasonably believes that you have failed to remove the FUB API from your Site(s) or have not deleted all FUB Data as required under this Agreement, FUB may, at its sole discretion, require you to permit a third-party auditor approved by FUB to audit your systems and facilities to verify compliance. You shall fully cooperate with the auditor’s requests for information, access, and assistance. You hereby authorize the third-party auditor to share with FUB any report or findings generated as a result of the audit. The costs of such audit shall be at the expense of FUB; provided, however, that you will bear the costs of the audit, without prejudice to any other claim or remedy that FUB may have hereunder, if the audit reveals that you are not in compliance with the terms of this Agreement.
- Choice of Law; Disputes. These FUB API Terms of Use are governed by the laws of the State of Washington, without giving effect to its conflict of laws provisions. You agree to submit to exclusive jurisdiction and venue in the state and federal courts sitting in King County, Washington, for any and all disputes, claims and actions arising from or in connection with the Services and/or these FUB API Terms of Use. In any dispute arising under this Agreement, the prevailing party will be entitled to attorneys’ fees and expenses.
- General. You represent that you have the authority to bind the organization (if any) identified in your registration for the FUB API. You agree not to export from anywhere any part of the FUB API or FUB Data or any direct product thereof except in compliance with, and with all licenses and approvals required hereunder, and in accordance with applicable export laws, rules and regulations. If provided to the U.S. government, the FUB API and/or FUB Data are provided with the commercial license rights described herein. If any part of these FUB API Terms of Use is determined to be invalid or unenforceable, then the invalid or unenforceable provision will be replaced with a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of these FUB API Terms of Use will continue in effect. The section titles in these FUB API Terms of Use are solely used for the convenience of the parties and have no legal or contractual significance. FUB may assign these FUB API Terms of Use, in whole or in part, at any time with or without notice to you. You may not transfer, assign, or delegate the FUB API Terms of Use and your X-System-Key to any third party. FUB’s failure to act with respect to a breach by you or others does not waive its right to act with respect to subsequent or similar breaches. Except as expressly stated herein, these FUB API Terms of Use constitute the entire agreement between you and FUB with respect to the Services and supersede all prior or contemporaneous communications of any kind between you and FUB with respect to the FUB API or FUB Data.