(Last Modified August 2021)
1. Developer Portal Overview. Beeline owns and operates the Beeline Developer Portal, a website that Beeline may make available to Beeline’s partners and clients (and its clients’ managed service providers and suppliers) (“Portal Users,” collectively referring to the individual user and the entity that they represent) to publish certain APIs and related documentation to permit Portal Users to incorporate the APIs into their own Applications (“Developer Portal”). "API(s)" means a Beeline owned and developed application programming interface (including all associated or related documentation, source code, tools, executable applications, libraries, subroutines, widgets and other materials), and all derivative works or modifications thereof made available on the Developer Portal to enable access to certain components of Beeline’s proprietary extended workforce platform (the “EWP”). “Application” means software or other code developed by a Portal User utilizing the APIs developed by Beeline to allow the exchange of data between the EWP and a Portal User’s outside application operating outside the EWP in a separate technology ecosystem.
In order to access or use the Developer Portal or any posted APIs or documentation (“Materials”), Portal User must be an authorized representative (employee or consultant) of a Beeline partner or client (or a Beeline client’s managed service provider or supplier) authorized to bind the entity on whose behalf it is accepting these Terms and using and accessing the Developer Portal and Materials, and use of the Developer Portal constitutes agreement and acknowledgement of the foregoing. These Terms apply to the use of the Developer Portal and APIs and documentation published on the Developer Portal that may interact with the EWP, however Portal Users acknowledge that none of the published APIs are required for proper use and performance of the EWP and use thereof is optional and voluntary. Any services related to Beeline’s licensing of its EWP and provision of related services are governed by a separate services agreement between Beeline and the Portal Users (“Services Agreement”). Subject to provisions on survivability, these Terms apply for the duration of a Portal User’s use and access of the Developer Portal and Materials, provided that such use and access may not exceed the term of the EWP Services Agreement governing the Portal User and Beeline.
2. Developer Portal and Materials Access. Beeline may make the Developer Portal and Materials available (on a limited, revocable, non-exclusive, non-transferable basis) to Portal User solely for its internal and non-commercial use strictly in accordance with any published documentation to integrate the Beeline APIs with Portal User’s Application. Access to the Developer Portal is limited to authorized users with the authority to act on behalf of the entity on whose behalf they use and access the Developer Portal during the term of a Services Agreement. Portal User shall be responsible for the acts and omissions of anyone accessing the Developer Portal with such organization's access credentials. Portal Users shall not: (i) use the Developer Portal or Materials in violation of any applicable law or regulation, or rights of any person, including but not limited to intellectual property rights, or rights of privacy, or in any manner inconsistent with these Terms; (ii) use the Developer Portal, API, or any other technology that accesses or uses any information beyond what Beeline allows under these Terms or the documentation, or in any manner that (a) changes the Developer Portal or Materials, (b) breaks or circumvents any of Beeline’s technical, administrative, process or security measures, (c) disrupts or degrades the performance of the Developer Portal or Materials, or (d) tests the vulnerability of Beeline’s systems or networks; (iii) transmit any or perform any action that introduces viruses, Trojan horses, or other harmful component or computer programming that may damage, adversely interfere with, secretly intercept, or expropriate any system or data; (iv) translate, decompile, modify, or attempt to reverse engineer or otherwise derive source code, trade secrets, or know-how in the Developer Portal, API or portion thereof; (v) sell, rent, lease, license, sublicense, redistribute, make available to a third party, use in a service bureau, or syndicate access to the Developer Portal or Materials; (vi) attempt to exceed or circumvent limitations on access, calls and use of any API, or otherwise use the Beeline API in a manner that exceeds Beeline’s limits on your use of the APIs; (vii) use access credentials for more than one individual or circumvent the user authentication or security of the Developer Portal or any host, network, or account; (viii) transmit any content, data or information that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy or right of publicity, hateful, or racially, ethnically or otherwise objectionable; or (ix) use free or open source software in connection with the Developer Portal in any manner that requires that any Beeline software applications or other materials be disclosed or distributed in source code form, made available free of charge to recipients, or modifiable without restriction by recipients.
3. Content. Portal Users grant Beeline a license to reproduce, adapt, modify, translate, publish, distribute, and publicly perform and display any content or data (including Applications) submitted or posted on the Developer Portal. Portal Users are responsible for all content entered on the Developer Portal. The Developer Portal may include content provided by third parties; any such third party content is provided "as is", and Portal Users use such content at their own risk, and Beeline shall have no liability based on use of or reliance on such content. Beeline can remove content (whether of Beeline, Portal User, or a third party) at any time.
4. Personal Data. Portal Users may be required to provide Beeline with certain information to set up a user account, which may include personally identifiable information. Beeline will protect such data in accordance with its published privacy policy.
5. Security Measures. Your network, operating system and software of your web servers, databases, and computer systems must be properly configured to securely operate your Application and store Data; this is not Beeline’s responsibility.
6. Ownership. Beeline owns all rights, title, and interest, including all intellectual property rights, in and to, the Developer Portal and Materials (including APIs and documentation). Except for the express licenses granted in this Agreement, Beeline does not grant you any right, title, or interest in the Beeline Materials.
7. Term and Termination. These Terms apply for the duration of your use of the Developer Portal and Materials, provided that Portal User is governed by an active Service Agreement with Beeline. These Terms, and your ability to use and access the Developer Portal and Materials, shall automatically terminate if Services Agreement with Beeline expires or is terminated. Any terms and conditions of these Terms that by their nature are intended to continue beyond the termination or other expiry of these Terms shall survive termination or expiration. Beeline may discontinue, terminate, change, or suspend the Developer Portal or access thereto at any time and for any reason, without notice and without liability or other obligation to Portal Users. Without limiting the foregoing, we may limit your Application’s access to our API if it, in our sole discretion, may adversely affect our ability to provide our services.
8. Modifications and Deprecation. Beeline may modify the Developer Portal and APIs in its discretion, including modifications that may delete, change, diminish, or alter the functionality of APIs and Beeline will endeavor to give Portal Users prior notice of such modification(s). Portal Users acknowledge and agree that (i) such changes may adversely impact how you access, use, and communicate with the Beeline API, and if any such change is unacceptable to you, then your only option is to cease all use of the Beeline API; and (ii) once Beeline releases a subsequent version of a Beeline API, the prior version of such Beeline API may stop working at any time or may no longer work in the same manner. Beeline does not guarantee backward compatibility as updates are made, and Portal Users are responsible for updating Applications as necessary to maintain compatibility with Beeline’s APIs.
9. Representation. You represent and warrant to Beeline that you will comply with all applicable local, state, federal, and foreign laws, including, without limitation, any laws or regulations relating to privacy and data protection in connection with your use of the Developer Portal and APIs.
10. Warranty Disclaimer. Portal User acknowledges that Beeline does not warrant that the Developer Portal or Materials or other information made available will (i) be accurate, reliable or correct; (ii) meet your requirements; (iii) be available at any location or at any time uninterrupted, secure, error-free, or virus-free; (iv) work in combination with your hardware, software, systems, or data not provided by Beeline; or (v) meet any service level agreements. THE BEELINE DEVELOPER PORTAL AND API AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND BEELINE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. NO ACT, INFORMATION, ADVICE, OR SERVICES OBTAINED BY YOU FROM BEELINE OR THROUGH THE DEVELOPER SITE SHALL CREATE ANY WARRANTY OR REPRESENTATION.
11. LIMITATION ON LIABILITY. UNDER NO CIRCUMSTANCES SHALL BEELINE, OR ITS AFFILIATES, BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES ACTUALLY PAID UNDER THE GOVERNING SERVICES AGREEMENT IN THE THREE (3) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE JURISDICTIONS, BEELINE’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. THE PARTIES AGREE THAT THIS PROVISION IS A RATIONAL LIABILITY ALLOCATION AND SHALL NOT BE INVALIDATED FOR FAILURE OF THE ESSENTIAL PURPOSE OF ANY REMEDY.
12. Indemnity. You agree to defend, hold harmless and indemnify Beeline, and its subsidiaries, affiliates, officers, agents, employees, and suppliers, from and against any third-party claim arising from or in any way related to your or your users’ use of the Application or Beeline API or violation of this Agreement, 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, we will provide you with written notice of such claim, suit, or action.
13. Governing Law; Jurisdiction. THE LAWS OF THE STATE OF FLORIDA GOVERN THESE TERMS AND ITS INTERPRETATION WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS OR CHOICE OF LAW PROVISIONS THEREOF. ALL CLAIMS ARISING OUT OF OR RELATING TO THE TERMS OR THE BEELINE APIS WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF DUVAL COUNTY, FLORIDA, USA, AND PORTAL USERS, ON BEHALF OF THEMSELVES AND THE ENTITY ON WHOSE BEHALF THEY USE OR ACCESS THE DEVELOPER PORTAL OR APIs, CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS. The United Nations Convention on Contracts for the International Sale of Goods shall not apply in any respect to these Terms or the parties. The parties also disclaim application of any law based in any way on the Uniform Computer Information Transaction Act (UCITA) to these Terms or the parties.
14. General Legal Terms.