🚧 Developer Terms

FL3XX Developer Terms

Welcome to our FL3XX developers’ community. By connecting and/or using FL3XX’s products and services, FL3XX API(s), and any developer tool provided by FL3XX GmbH, you are agreeing to the following FL3XX Developer Terms (“Terms”).

Last Modiﬁed: March 8, 2021

PLEASE READ THIS PARTNER PROGRAM AGREEMENT CAREFULLY.

This is a contract between you (Company) and us (FL3XX). It describes how we shall work together and other aspects of our business relationship. It is a legal document but we have tried to make it as readable as possible. These terms are so important though that we cannot have you take part in our Partner Program unless you agree to them. By taking part in our Partner Program, you are agreeing to these terms and agree to and accept the following: our Developer Terms, our Developer Policy, and our Business Partner Data Protection Agreement (DPA). If there's a conflict between the Developer Terms and this Partner Program Agreement, this Partner Program Agreement shall control.

1. Welcome

By accessing or using our Developer Tools, you are entering into a legal agreement with FL3XX that is governed by the terms below, as they may be changed from time to time, and by our FL3XX Developer Policy (“Developer Policy”). If you are an individual representing an entity, you acknowledge that: (i) You have the appropriate authority to accept these Terms on behalf of such entity; (ii) You are of legal age to form a binding contract, (iii) and are not prevented from using or receiving the Developer Tools under applicable laws.

We update these Developer Terms from time to time. We will post the updated Developer Terms at https://developer.fl3xx.com/developer_terms and update the “Last Modiﬁed” date above to reﬂect the latest version.

2. Definitions

“Content” means any data or content accessed via the Developer Tools. “Customer” means the authorized actual user of the FL3XX Products.

“Customer Data” means any data that a customer submits or collects via any FL3XX Products or Services (see our General Terms and Conditions at https://www.ﬂ3xx.com/legal for more information).

“Developer Access” means access to the FL3XX Platform for developers.

“Developer Credentials” means any passwords, keys, tokens, or other access credentials that allow you to access the Developer Tools or Content.

“End User Account” has the same meaning as in our General Terms and Conditions. “FL3XX Platform” means all FL3XX products and services.

“Solution” means your software application, website, website asset, product, service, software module, template, connected service, integration, and/or anything you create using the Developer Tools.

“We", "us", “our”, or “FL3XX” means FL3XX GmbH.

“You” and “your” means the party, other than FL3XX, agreeing to these Terms and using the Developer Tools.

3. Developer Access and Documentation

a) In addition to using our Developer Tools, you may choose to apply for a Developer Access with us. A Developer Access is for you to test and develop your Solution. Your use of the Developer Access is subject to the FL3XX Developer Policy. We may suspend or terminate your Developer Access at any time with or without notice to you.

Additionally, we may provide you with an End User Account, if it is required for testing and developing your Solution. Your use of the End User Account is subject to the FL3XX Developer Policy. We may suspend or terminate your End User Account at any time with or without notice to you.

b) When applying for the Developer Tools, you may be required to submit information about yourself. You must keep this information accurate and up to date at all times. Any information you provide will be subject to our privacy policy described in our Privacy Statement (https://developer.fl3xx.com/developer_policy). We may use the information you provide to us to contact you about our relevant content, products, services, and information about or changes to the Developer Tools. You may unsubscribe from these communications at any time.

c) When using our Developer Tools you must comply with the technical documentation, usage guidelines, call volume limits, and other documentation maintained at the Developer Site or otherwise made available (together, the “Developer Documentation”, which are expressly incorporated into these Terms by reference). In the event of any conﬂict between the Developer Documentation and these Terms, these Terms shall control.

4. Use of Our Developer Tools

a) Access and Use
Subject to these Terms, we grant you a non-exclusive, non-transferable, revocable right, non-sublicensable license, to access, and use our Developer Tools. We do not acquire ownership in your Solution, and by using the Developer Tools, you do not acquire ownership of any rights in our Developer Tools, Customer Data, our trademarks, our products, and services, or the Content. You may only access those Developer Tools for which we provide documentation at https://developer.ﬂ3xx.com.

Permitted Uses

You must comply with all applicable laws (including laws regarding the import or export of data or software, privacy, and local regulations). Your solution should also require your users and customers to comply with applicable laws and regulations.

b) Limits and Restrictions
a) You will not attempt to bypass the limitations documented in the Developer Tools Usage Guidelines.

b) You will not engage in any deceptive, misleading, illegal, or unethical activities or activities that otherwise may be detrimental to the Developer Tools, us, our Customers, or the public.

c) You will not collect, store, or share End User Account passwords. You will not copy, reformat, reverse-engineer, or otherwise modify the Developer Tools or any FL3XX product or service.

d) Your Solution must not recreate a core functionality of, or replace any FL3XX product or service in such a way as to cause us or our Customers, Partners, or Afﬁliates reputational or ﬁnancial damage. However both you and us are permitted to independently develop, sell, and market products and services that are similar to or otherwise compete with such party’s products and services.

e) You must not cache or store any Content or Customer Data other than for reasonable and lawful periods in order to provide your Solution.

f) You must not aggregate retrieved Content with third-party content in such a way that Content cannot be attributed to us.

c) Obtaining Permission
a) You must obtain express permission from each Customer before you access their End User Accounts or Customer Data. You agree only to retrieve or access Customer Data to the extent authorized and consented to by the Customer. You will ensure that all Customer Data is collected, processed, transmitted, maintained, and used in accordance with: (i) your agreement(s) with the Customer, a legally adequate privacy policy which) covers what information you collect and how it will be used, stored, processed, protected, (ii) appropriate contextual notices to and consents from end-users, (iii) all laws and regulations. You must also obtain express permission from each Customer before you share their data with any third parties.

b) Content and Customer Data accessible through the Developer Tools may be subject to intellectual property rights, and, if so, you may not use it unless you are licensed to do so by the owner or are otherwise permitted by law. To the extent that you submit any content via the Developer Tools, you give us a perpetual, irrevocable, worldwide, sublicensable, royalty-free, and non-exclusive license to use that content for the purpose of providing the Developer Tools.

d) Security
You will always use and have in place, appropriate administrative, physical, and technical safeguards that (a) meet or exceed industry standards with respect to the sensitivity of the data you are accessing or providing; (b) are compliant with applicable laws and regulations (including data security and privacy laws and regulations), and (c) are designed to prevent unauthorized access, use, processing, storage, destruction, loss, alteration, disclosure of personal data and Customer Data. You will keep all Developer Credentials that we issue to you conﬁdential and not make them publicly available or disclose them to third-parties. You will work with us to immediately correct any security deﬁciency, and will immediately disconnect any intrusions or intruders. If your Solution or systems experience a security deﬁciency or intrusion, you will coordinate with us on any public statements (e.g. press, blog posts, social media, etc.) before publishing them.

e) Deletion
If a Customer ends their relationship with you or requests you to delete their data, you must promptly delete all their Content and Customer Data, including all tokens, in accordance with applicable law.

You must immediately delete all Content and Customer Data if we terminate your use of the Developer Tools for breach of our Platform Policy, except when doing so would cause you to violate any law, your agreements with a Customer, or an obligation imposed by a governmental authority.

f) Monitoring
You agree that we may monitor your use of the Developer Tools to ensure quality, security, improve our products and services, and verify your compliance with the Platform Policy and these Terms. You agree to assist us with this monitoring by providing us with information about your Solution, data security and protection practices, and storage of Content, which may also include access to your Solution and other materials related to your use of the Developer Tools. If you do not demonstrate full compliance with these Terms, we may restrict or terminate your access to the Developer Tools or Developer Access with or without notice to you.

g) Rights
We reserve the right to do any of the following with or without notice:

a) Charge fees for access to any of our Developer Tools.
b) Offer or cease to offer support for our Developer Tools.
c) Modify our Developer Tools and require you to use the latest versions.
d) Require you to use our Developer Tools in a different manner.
e) Remove any of our Developer Tools at our sole discretion.

If we determine that your use of our Developer Tools or Developer Credentials is against the interests of us or our Customers, we reserve the right to deactivate any Developer Credentials you have obtained from them, block your IP address, or otherwise prevent your use or access of the FL3XX Platform.

5. Branding, Publicity, and Feedback

a) Branding
You grant to us all necessary rights to produce and distribute incidental depictions, including screenshots, video, or other content from your Solution as well as to use your company or product names and logos, in order to promote, market, and demonstrate your Solution and associated FL3XX products. We shall not acquire any interest, right, or title in any of your trademarks, copyrights, or content, and all associated goodwill shall reside with you

During the term of these Terms, you may use our trademarks as long as you follow the usage requirements in this section. You must: (i) only use the images of our trademarks that we make available to you, without altering them in any way; (ii) only use our trademarks in connection with your Solution; and (iii) immediately comply if we request that you stop using our marks. You must not: (i) use our trademarks in a misleading or disparaging way; (ii) use our trademarks in a way that implies we endorse, sponsor, or approve of your services or products (unless authorized by FL3XX in writing or in another agreement); or (iii) use our trademarks in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material.

b) Feedback
We welcome and encourage everyone to provide feedback or suggestions for improving our Developer Resources and Tools. You agree that all your feedback and suggestions will be non-conﬁdential and you grant us a worldwide, royalty-free, non-exclusive, perpetual, and irrevocable license to use, copy, modify, sublicense, and otherwise exploit any feedback (including any ideas, concepts, methods, know-how or techniques embodied in feedback) for any purpose, without any restriction or obligation to you based on intellectual property rights or otherwise.

6. Term and Termination

These Terms will apply for as long as you use our Developer Tools, have a Developer Access, or until terminated as described by these terms. You may terminate these Terms at any time by discontinuing use of the Developer Tools and closing your Developer Access.

Upon any termination of these Terms or discontinuation of your access to the Developer Tools and Developer Access, you will immediately stop using the Developer Tools and Developer Access, cease all use of our trademarks and delete any cached or stored Content. We may independently communicate with any customer whose account(s) are associated with your Solution and Developer Credentials to provide notice of the termination or suspension of your right to use the Developer Terms and/or the Developer Access.

7. Disclaimers and Limitation of Liability

a) Warranties
WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE DEVELOPER TOOLS OR THE CONTENT FOR ANY PURPOSE. THE DEVELOPER TOOLS MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE DEVELOPER TOOLS AND CONTENT ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE DEVELOPER TOOLS AND CONTENT INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

b) No Indirect Damages
TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE BE LIABLE FOR ANY INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS OR BUSINESS OPPORTUNITIES.

c) Limitation of Liability
IF, NOTWITHSTANDING THE OTHER TERMS OF THESE TERMS, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE GREATER OF ANY AMOUNT YOU PAID US TO USE THE APPLICABLE DEVELOPER TOOLS DURING THE SIX MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY OR $50 EUR (FIFTY EUROS).

d) No Resale
These Terms do not grant you the right to distribute or resell FL3XX Products or Services, nor do they create any binding commitment on behalf of us. In addition, you may not directly or indirectly charge end users for use of, or access to, the functionality of the FL3XX Products or FL3XX Developer Tools. You are free to charge for your Solution, and these Terms shall not restrict your ability to do so.

8. Training and Support

a) Amendment; No Waiver
We may update and change any part or all of these Terms at any time. If we update or change these Terms, the updated Terms will be posted at https://developer.fl3xx.com. The updated Terms will become effective and binding when posted. When we change these Terms, the "Last Modiﬁed" date above will be updated to reﬂect the date of the most recent version. We encourage you to review these Terms periodically. No delay in exercising any right or remedy or failure to object will be a waiver of such right or remedy or any other right or remedy. A waiver on one occasion will not be a waiver of any right or remedy on any future occasion.

b) Applicable Law
These Terms shall be governed by the laws of Austria, without regard to the conﬂict of laws provisions thereof. Any dispute arising in connection with these Terms, which the Parties will not be able to resolve amicably, will be submitted to the exclusive jurisdiction of the courts of Austria, subject to a possible appeal to the European Court of Justice.

c) Force Majeure.
Neither party will be responsible for failure or delay of performance if caused by: an act of war, hostility, or sabotage; an act of God; electrical, internet, or telecommunication outage that is not caused by the obligated party; government restrictions; or other events outside the reasonable control of the obligated party. Each party will use reasonable efforts to mitigate the effect of a force majeure event.

d) Relationship of the Parties
You and we agree that no joint venture, partnership, employment, or agency relationship exists between us.

e) Compliance with Laws
We will comply with all applicable U.S. state, federal laws, and international laws in our provision of the Developer Tools. We reserve the right at all times to disclose any information as necessary to satisfy any law, regulation, legal process or governmental request. You will comply with all applicable laws in your use of the Developer Tools and Content, including any applicable export laws. You will comply with the sanctions programs administered by the Ofﬁce of Foreign Assets Control (OFAC) of the US Department of the Treasury. You will not directly or indirectly export, re-export, or transfer the Developer Tools or Content to prohibited countries or individuals or permit use of the Developer Tools or Content by prohibited countries or individuals.

f) Severability
If any part of these Terms is determined to be invalid or unenforceable by applicable law, 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 these Terms will continue in effect.

g) Notices
Notice will be sent to the contact address set forth herein (as such may be changed by notice given to the other party) and will be deemed delivered as of the date of actual receipt.

To FL3XX GmbH: FL3XX GmbH, Kolingasse 13, 1090 Vienna, Austria Attention: Legal Counsel, legal@ﬂ3xx.com

To you: your address as provided in our account information for you. We may give electronic notices speciﬁc to you by email to your e-mail address(es) on record in our account information for you. We may give notice to you by telephone calls to the telephone numbers on record in our account information for you.

h) Entire Agreement
These Terms are the entire agreement between us and you regarding the use of the Developer Tools and supersede all other proposals and agreements, whether electronic, oral, or written, between us. We object to and reject any additional or different terms proposed by you, including those contained in your purchase order, acceptance or website. Our obligations are not contingent on the delivery of any future functionality or features of our Developer Tools or dependent on any oral or written public comments made by us regarding future functionality or features of our Developer Tools.

i) Assignment
You may not assign or transfer these Terms, including any assignment or transfer by reason of merger, reorganization, the sale of all or substantially all of your assets, change of control or by operation of law, without our prior written consent, which will not be unreasonably withheld. We may assign these Terms to any afﬁliate or in the event of a merger, reorganization, sale of all or substantially all of our assets, change of control or by operation of law.

j) No Third Party Beneﬁciaries
Nothing in these Terms express or implied, is intended to or shall confer upon any third party person or entity any right, beneﬁt or remedy of any nature whatsoever under or by reason of these Terms.

k) Survival
The following sections shall survive the expiration or termination of these Terms. ‘Security’; ‘Deletion’; ‘Rights We Reserve’; ‘Branding, Publicity, and Feedback’; ‘Term; Termination’; ‘Disclaimers; Limitations of Liability’; ‘Indemniﬁcation’; and ‘General’.

l) Injunctive Relief
You acknowledge that the unauthorized use or disclosure of the Content or any Developer Credentials may cause irreparable harm to us or our customers. Accordingly, you agree that we will have the right to obtain an immediate injunction against any breach or threatened breach of these Terms, as well as the right to pursue any and all other rights and remedies available at law or in equity for such a breach.