API Terms of Use

Effective January 1, 2023

Overview

This API Terms of Use (“API Terms”) describe your rights and responsibilities when accessing our application programming interfaces.

By accessing or using the API, you acknowledge that you have read, understand, and accept these API Terms and agree that you are legally bound by these terms. If you do not accept these terms, you may not access or use the API.

Definitions

“API” means the web-based services providing access to Worksome’s Platform, systems and data, and include API Documentation or other API materials made available by Worksome.

“API Documentation” means the API documentation described at https://docs.worksome.com/ from time to time.

“API Key” means the security key Worksome makes available for you to access the API.

“Worksome Marks” means Worksome’s proprietary trademarks, trade names, branding, or logos made available for use in connection with the API pursuant to these terms.

“Worksome Offering” means the software made available by Worksome on a hosted basis as listed and described at https://docs.worksome.com/.

“Your Applications” means any applications developed by you to interact with the API.

License Grant

Worksome grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to use our API, subject to these Terms. The license permits you to: (a) use the API solely for your internal business purposes in developing Your applications that will communicate and interoperate with the Worksome platform, and (b) display certain Worksome Marks in compliance with usage guidelines that we may specify from time to time solely in connection with the use of the API and the Applications and not in connection with the advertising, promotion, distribution, or sale of any other products or services. You acknowledge that there are no implied licenses granted under these terms. We reserve all rights that are not expressly granted. You may not use the API or any Worksome Mark for any other purpose without our prior written consent. You must obtain an API Key through the registration process available at https://www.worksome.com/ to use and access the API. You may not share your API Key with any third party, must keep your API Key and all log-in information secure, and must use the API Key as your sole means of accessing the API. Your API Key may be revoked at any time by us.

Restrictions

Except as expressly authorized under these terms, you may not:

• copy, modify, or create derivative works of the API, in whole or in part,
• rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the API,
• reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the API, in whole or in part,
• remove any proprietary notices from the API,
• use the API in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law,
• combine or integrate the API with any software, technology, services, or materials not authorized by Worksome,
• design or permit Your Applications to disable, override, or otherwise interfere with any Worksome-implemented communications to end users, consent screens, user settings, alerts, warning, or the like,
• use the API in any of Your Applications to replicate or attempt to replace the user experience of the Worksome Offering, or
• attempt to cloak or conceal your identity or the identity of Your Applications when requesting authorization to use the API.

You accept to comply with API Terms, all applicable laws, rules, and regulations, and all guidelines, standards, and requirements that may be posted on https://docs.worksome.com/ from time to time. In addition, you will not use the API in connection with or to promote any products, services, or materials that constitute, promote, or are used primarily for the purpose of dealing in spyware, adware, or other malicious programs or code, counterfeit goods, unsolicited mass distribution of email (“spam”), multi-level marketing proposals, hate materials, hacking, surveillance, interception, or descrambling equipment, libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive content, stolen products, and items used for theft, hazardous materials, or any illegal activities.

Your Applications

You agree to monitor the use of Your Applications for any activity that violates applicable laws, rules, and regulations or these terms, including any fraudulent, inappropriate, or potentially harmful behavior, and promptly restrict any offending users of Your Applications from further use of Your Applications. You agree to provide a resource for users of Your Applications to report abuse of Your Applications. As between you and us, you are responsible for all acts and omissions of your end users in connection with Your Application and their use of the API, if any. You agree that you are solely responsible for posting any privacy notices and obtaining any consents from your end users required under applicable laws, rules, and regulations for their use of Your Applications. All use by you of the Worksome Marks, if any, will comply with any usage guidelines that we may specify from time to time. You agree that your use of the Worksome Marks in connection with these terms will not create any right, title, or interest in or to the Worksome Marks in favor of you, and all goodwill associated with the use of the Worksome Marks will inure to the benefit of Worksome.

Support and Updates

Worksome may provide support services for the API at its sole discretion.

You acknowledge that we may update or modify the API from time to time and at our sole discretion (in each instance, an “Update”), and may require you to obtain and use the most recent version of the API. Updates may adversely affect how Your Applications communicate with the Worksome Offering. You are required to make any changes to the Applications that are required for integration as a result of such Update at your sole cost and expense. Your continued use of the API following an Update constitutes binding acceptance of the Update.

Fees

Worksome does not charge a fee in exchange for the rights granted under these terms. You acknowledge and agree that this fee arrangement is made in consideration of the mutual covenants set forth in these terms, including, without limitation, the disclaimers, exclusions, and limitations of liability set forth herein. Notwithstanding the foregoing, we reserve the right to start charging for access to and use of the API at anytime.

Collection and Use of Your Information

We may collect certain information through the API or the Worksome Offering about you or any of your employees, contractors, or agents. By accessing, using, and providing information to or through the API or the Worksome Offering, you consent to all actions taken by us with respect to your information in compliance with the then-current version of our Privacy Policy and data protection requirements.

Intellectual Property Ownership and Feedback

You acknowledge that, as between you and us, we own all right, title, and interest, including all intellectual property rights, in and to the API, Worksome Offering, and Worksome Marks, and you own all right, title, and interest, including all intellectual property rights, in and to Your Applications. You will use commercially reasonable efforts to safeguard the API and Worksome Marks (including all copies thereof) from infringement, misappropriation, theft, misuse, or unauthorized access. You will promptly notify us if you become aware of any infringement of any intellectual property rights in the API and Worksome Marks and will fully cooperate with us, in any legal action taken by us to enforce our intellectual property rights. If you or any of your employees, contractors, and agents sends or transmits any communications or materials to us by mail, email, telephone, or otherwise, suggesting or recommending changes to the API, Worksome Offering, or Worksome Marks, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), all such Feedback is and will be treated as non-confidential. You hereby assign to us on your behalf, and on behalf of your employees, contractors, and agents, all right, title, and interest in, and we are free to use, without any attribution or compensation to you or any third party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although we are not required to use any Feedback.

Disclaimer of Warranties

THE API AND WORKSOME MARKS ARE PROVIDED “AS IS” AND WORKSOME SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. WORKSOME SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WORKSOME MAKES NO WARRANTY OF ANY KIND THAT THE API, WORKSOME TRADEMARKS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

Indemnification

You agree to indemnify, defend, and hold harmless Worksome and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys’ fees, arising from or relating to your use or misuse of the API or Worksome Marks, your breach of API Terms, and Your Applications, including any end user’s use thereof. In the event we seek indemnification or defense from you under this provision, we will promptly notify you in writing of any claims brought against us for which we seek indemnification or defense. We reserve the right, at our option and in our sole discretion, to assume full control of the defense of claims with legal counsel of our choice. You may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by us or bind us in any manner, without our prior written consent. In the event we assume control of the defense of such claim, we will not settle any such claim requiring payment from you without your prior written approval.

Limitations of Liability

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE API; OR ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF FIFTY DOLLARS EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE. ANY CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THE API TERMS MUST BE BROUGHT WITHIN ONE YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.

Termination

We may immediately terminate or suspend these terms, any rights granted herein, and your licenses under these terms, in our sole discretion at any time and for any reason, by providing notice to you or revoking access to the API and Worksome Trademarks. In addition, these terms will terminate immediately and automatically without any notice in case of your violation of these terms. Upon termination for any reason, all licenses and rights granted to you under these terms will also terminate and you must cease using, destroy, and permanently erase from all devices and systems you directly or indirectly control all copies of the API and Worksome Marks. Any terms that by their nature are intended to continue beyond termination or expiration will survive termination. Termination will not limit any of Worksome's rights or remedies at law or in equity.

Modifications

You acknowledge and agree that we have the right, in our sole discretion, to modify these terms from time to time. You will be responsible for reviewing and becoming familiar with any such modifications. However, any changes to the dispute resolution provisions will not apply to any disputes for which the parties have actual notice before the date the modification is made available to you.