Lula Partner API License Agreement
Last Updated 9/26/21
- Once your registration is approved, Lula grants to you a revocable, personal, non-transferable, non-sublicensable, limited, and revocable license to use one copy of the Lula API Materials to develop products, sites, applications, or services that are registered with us and are designed to interact with or enhance the Lula Platform (“Developer Applications”) subject to the restrictions, conditions, and limitations in this Agreement. To use the Lula API Materials, you must use the approved developer key token provided by Lula (“API Token”). You may only use a single API Token for a single Developer Application. You are responsible for the confidentiality and use of your API Token and may not share your API Token with any other developer or use it for more than one application or service. You agree to keep your registration, site, application, and service information complete and current as long as you use the Lula API Materials. If you believe an unauthorized person has gained access to your API Token, you must immediately notify us.
- Lula API Materials: Permitted Use and Limitations. The Lula API Materials may be used solely to create a user dashboard within the Developer Applications for your Developer Application users to access the Lula Platform. Lula reserves the right at any time to modify or discontinue, temporarily or permanently, your use of the Lula API Materials with notice to you and without any form of compensation. Lula reserves the right to create, modify, and enforce controlling mechanisms for use of the Lula API Materials. You acknowledge and agree that Lula has no obligation to ensure that an upgrade of the Lula API Materials or the Lula Platform will be compatible with existing or planned Developer Applications. Lula reserves the right to revoke your API Token or terminate or limit any uses of the Lula API Materials if you violate this Agreement or we object to your use of the Lula API Materials, including but not limited to, uses that replicate the Lula Platform. If you are unsure if a certain use of the Lula API Materials is permitted, please contact us at email@example.com. You, and not Lula, are responsible for providing all customer and technical support and maintenance for your Developer Applications. Your use of the Lula API Materials must comply with all accesses, data requests, and uses set forth in the Lula API Materials documentation. If we believe that you have attempted to exceed or circumvent these requirements, your ability to use the Lula API Materials may be temporarily or permanently blocked. We may monitor your use of the Lula API Materials. You may include advertisements in your Developer Application, but you must not use Lula Data (defined below) or Lula Marks (defined below) in any advertisements without Lula’s express written consent. Your advertisements may not be displayed in any manner that suggests approval or endorsement by Lula. You may not use the Lula API Materials in any manner that is competitive to Lula or the Lula Platform, as determined in our sole discretion. Your Developer Application must provide easily accessible end user support contact information and must provide each user of the Lula Platform with access to the Service Terms (as well as all Lula customer end user terms) and must require each user of the Lula Platform to register a user account with Lula. Your Developer Application must provide clear links for users to navigate to their Lula accounts. You may not include or use the Lula API Materials in, or in connection with, any application, website, or other product or service that includes content that is disparaging of Lula, libelous, or may otherwise be perceived as detrimental or harmful to Lula and its business and reputation, in our sole discretion (including any hateful or pornographic material). You may not, and may not encourage or authorize others to: (a) remove or alter any proprietary notices or marks on the Lula API Materials; (b) use or access the Lula API Materials for purposes of monitoring the availability, performance, or functionality of any of Lula’s products and services or for any other benchmarking or competitive purposes; (c) use or access the Lula API Materials to aggregate, cache, or store geographic location information or other user information accessible via the Lula API Materials; (d) frame, wrap, or otherwise reproduce significant portions of the Lula Platform; or (e) reverse engineer, reverse assemble, decompile, modify, or attempt to discover any source or object code of the Lula API Materials or any part of the Lula Platform. You will at all times use the Lula API Materials and all Data in accordance with all applicable laws and regulations. Your Developer Application terms of service shall (aa) disclaim all warranties on behalf of Lula and third-party service providers, including a disclaimer of implied warranties of merchantability, fitness for a particular purpose, and non-infringement, and (bb) exclude Lula and third-party service providers from all liability for consequential, special, punitive, indirect damages.
- Lula, and not you, shall conduct all billing of users of the Lula Platform and all fees for the same are the sole property of Lula. You shall not store, collect, or retrieve user payment or financial data related to a user’s use of the Lula Platform. You shall not charge your end users for their access to the Lula Platform.
- Cancellation and Termination. You may cancel your access to the Lula API Materials at any time by notifying Lula at firstname.lastname@example.org, or by ceasing all use of the Lula API Materials and Lula Platform, and deleting all copies of all Lula API Materials (including all Lula Data) in your possession or control. Lula may cancel your access to the Lula API Materials or terminate this Agreement and your access to the Lula Materials at any time with or without notice for any reason, including if you do not comply with the Service Terms or this Agreement or are engaged in any activity that may expose Lula to risk or liability of any kind. You agree that Lula shall not be liable to you or any third party for any costs, liabilities, losses, expenses, or damages that may result from termination of this Agreement or your access to the Lula API Materials. Sections of this Agreement that by their nature should survive termination or expiration of this Agreement shall survive its termination or expiration. Upon any termination of this Agreement, you will promptly cease using and permanently delete all Lula API Materials and Lula Data in your possession (and shall so certify in writing to Lula) and all license and rights granted to you in this Agreement shall terminate.
- Your Developer Application must respect the privacy settings configured by the Lula users. You may use and retain Data only so long as you need it to use the Lula Materials as contemplated by this Agreement, subject to Section 6 below. If your Developer Application does not collect the authentication credentials of a Lula user, then you are not permitted to display any data or use any functionality via the Lula API Materials that is not available to a logged-out user. If your Developer Application logs into Lula on behalf of a Lula Platform user, then you are permitted to access and display data or functionality only for that Lula user, and you may not disclose such data to, or use it for, any other user. You also agree to comply with any and all privacy and data protection laws applicable to you or the Data. Unless otherwise required by applicable law or agreement with the applicable user to retain such Data, if a user revokes the authorization previously granted for your Developer Applications to access to their Lula account, you must ensure that all Personal Data pertaining to that user is deleted from your Developer Applications and related networks, systems, and servers. If you stop using the Lula API Materials altogether or if your Lula API Materials access is revoked, you must delete all Personal Data in the same way. “Personal Data” means data that may be used, either alone or together with other information, to identify an individual user, including, without limitation, a user’s name, address, IP address, telephone number, username, email address, city and country, geolocation, unique identifiers, picture, or other similar information.
- Use of Lula Trademarks. The Lula service mark and the name “Lula” (the “Lula Marks”) are the exclusive property of Lula. Subject to your compliance with this Agreement and upon registration, Lula grants to you a revocable, personal, non-transferable, non-sublicensable, limited license to display certain Lula Marks on the dashboards within your Developer Applications that are dedicated to the Lula Platform for the sole purpose of identifying the Lula Platform and, in each case, in compliance with the usage guidelines that Lula may specify from time to time (but not in connection with the advertising, promotion, distribution, or sale of any other products or services). You agree to use the Lula Marks to designate Lula as the source of the Lula Data, Lula API Materials, and Lula Platform, at all times. You will use the Lula Marks in accordance with Lula’s direction and guidelines. You may not alter or distort the Lula Marks appearance in any way and shall properly designate the Lula Marks with ® or TM on the first occurrence in each document, webpage, or other medium. No ownership rights are granted to you in the Lula Marks under this Agreement, except the limited right to use the Lula Marks as provided in this Section 7. You may not use any Lula Marks, or any confusingly similar mark, as the name or part of the name, icon, or branding of your Developer Applications or in any manner as to be confusing or misleading about the source of goods, services, or data.
- Intellectual Property Matters. You agree that Lula and its affiliates and licensors retain all worldwide rights, title, and interest in and to the Lula API Materials, Lula Data, Lula Marks, Lula Platform, and Confidential Information (defined below) including, without limitation, all intellectual property rights therein. Any rights not expressly granted herein are reserved by Lula. You understand that Lula may currently or in the future develop products and services that may be similar to or compete with your Developer Applications. Nothing in this Agreement shall in any way restrict Lula from pursuing any business activities or from entering into any agreement with any other person or company. You will not use the Lula API Materials to develop solutions that compete with Lula. In the event that you choose to provide Lula with feedback, suggestions or comments regarding the Lula API Materials or the Lula Platform, or your use thereof, you agree that Lula will be free to use, copy, modify, create derivative works, distribute, publicly display, publicly perform, grant sublicenses to, and otherwise exploit in any manner such feedback, suggestions or comments, for any and all purposes, with no obligation of any kind to you. Any third party products provided as part of the Lula API Materials, if any, are subject to the applicable third party providers terms and conditions and any warranties, if any, that accompany such third party products are the responsibility of the respective owners, and not Lula. You may not issue any press release or other announcement regarding your Developer Applications that makes any reference to Lula without Lula’s prior written consent.
- You may be given access to certain information, data, job pricing lists, supplier lists, customer lists, materials, know-how, methodologies, documentation, and software relating to the Lula API Materials or the Lula Platform that is not generally known by the public (“Confidential Information”), which is confidential and proprietary to Lula. You agree to use the Confidential Information only for the purpose of using the Lula API Materials in accordance with this Agreement, and you agree to not disclose any of the Confidential Information to any third party without Lula’s prior written consent. You agree to protect the Confidential Information in the same manner that you would protect your own confidential and proprietary information but in no event using less than a reasonable degree of care and to return all Confidential Information in your possession to Lula upon termination of this Agreement.
- Representation and Warranties. You represent and warrant to us that: (a) you have the legal right, power, and ability to enter into and perform under this Agreement; (b) the information you submit as part of your registration is current, accurate, and complete; (c) you will not engage in any unfair, deceptive, or abusive acts or practices when utilizing or marketing Lula API Materials or the Lula Platform; (d) you, and all transactions effected via the Lula API Materials or the Developer Application, will comply with all federal, state, and local laws, rules, and regulations applicable to your business, including any applicable tax laws and regulations; (e) you will not use the Lula API Materials, Lula Platform, Lula Marks, Lula Data, or Developer Application, directly or indirectly, for any fraudulent or illegal undertaking, or in any manner so as to interfere with the normal operation of the Lula Platform; and (f) you have all rights, including all copyright, trademark, and other intellectual property rights, in the Developer Applications necessary to offer the Developer Applications to end users. THE LULA API MATERIALS, LULA DATA, LULA MARKS, AND LULA PLATFORM ARE PROVIDED “AS IS” AND ON AN “AS-AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, AND LULA DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
- You will indemnify, defend, and hold harmless Lula, its affiliates, from any and all claims, damages, losses, liabilities, actions, judgments, costs, and expenses (including reasonable attorneys’ fees) brought by a third party arising out of or in connection with: (a) your use of the Lula API Materials, Lula Data, Lula Platform, or the Lula Marks other than as expressly allowed by this Agreement; (b) your breach or alleged breach of any of the terms, conditions, and representations under this Agreement; (c) your Developer Applications or business; or (d) your gross negligence or willful misconduct. You may control the defense and settlement of any claim subject to indemnification by you hereunder; provided, that, Lula may at any time elect to take over control of the defense and settlement of any claim. You may not settle or compromise any such claim without Lula’s prior written consent.
- Limitation of Liability. TO THE FULL EXTENT PERMITTED BY LAW, (a) IN NO EVENT WILL LULA OR ITS EMPLOYEES, AGENTS, USERS, OR MEMBERS BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF USE, DATA, BUSINESS, OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE LULA API MATERIALS, LULA MARKS, LULA DATA, OR LULA PLATFORM, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE; (b) LULA’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (i) THE FEES YOU PAID TO US FOR USE OF THE LULA MATERIALS, OR (ii) ONE HUNDRED DOLLARS ($100). THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. You acknowledge that your breach of this Agreement may cause irreparable harm to Lula and agree that, in addition to any other remedies to which Lula may be legally entitled, Lula shall have the right to seek immediate injunctive relief in the event of a breach (or threatened breach) by you.
- Any dispute arising out of this Agreement shall be governed by Kansas law and controlling U.S. federal law, without regard to conflict of law provisions thereof. You hereby consent and submit to the exclusive jurisdiction and venue in the state and federal courts of Kansas City, Kansas, for any legal proceedings related to the subject matter of this Agreement. Any claim or legal action against Lula must be filed within one (1) year after such claim or cause of action arose or be forever barred. You may not assign, delegate, or otherwise transfer your obligations under this Agreement without the prior written consent of Lula. Lula has the right, in its sole discretion, to transfer or assign all or any part of its rights under this Agreement. Any attempted assignment in violation of this paragraph is void. Lula may freely amend, restate, or alter this Agreement at any time and you agree that Lula has such rights. You will be responsible for reviewing and becoming familiar with any such modifications and for checking back to this webpage from time to time to confirm whether changes have occurred. Notwithstanding anything to the contrary herein, your continued use of the API Materials after any change to this Agreement shall be deemed your acceptance of the modified Agreement. This Agreement and the Service Terms constitute the entire agreement among the parties with respect to the subject matter and supersede all prior proposals, understandings, and contemporaneous communications. In the event of a conflict, this Agreement controls over the terms of the Service Terms. Headings are included in this Agreement for convenience only, and will not be considered in interpreting this Agreement. This Agreement does not create or imply any partnership, agency, franchise, or joint venture between the parties. No waiver by Lula of any right under this Agreement will be effective unless set forth in a writing authorized by Lula. Our delay or failure to assert any right or provision under this Agreement will not constitute a waiver of such right or provision. If any part of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the remaining provisions of this agreement will remain in full force and effect. All notices to you in connection with this Agreement may be delivered via email at the email address provided to Lula by you.