Effective starting: December 15, 2020
We’re excited that you’ve chosen to develop on the Froxt Platform. The Froxt Platform allows you to build amazing apps for teams. When you develop on the Froxt Platform, you agree to be bound by these Terms, so please read them carefully.
These Froxt Developer Terms (the “Terms“) are a binding agreement between Froxt LLC (“we” or “Froxt“) and the individual or entity registering as a developer on the Froxt Platform (“you” or “Developer“). If you are an individual registering on the Froxt Platform on behalf of your company, organization, or other entity (for example, as an employee), then “you” or “Developer” means the entity and you are binding the entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not accept these Terms or use the Froxt Platform. The Froxt Platform is not intended for and may not be used by anyone under the age of 16.
By clicking on “I agree” (or a similar button) or by using or accessing the Froxt Platform, you agree to be bound by these Terms.
Froxt may modify these Terms from time to time, subject to Section 19 (Changes to Terms) below. Certain capitalized terms are defined in Section 23 (Definitions) and others are defined contextually in these Terms.
- Introduction. The Froxt Platform helps you develop and use Apps with Froxt Products. These Terms apply to all developers on the Froxt Platform, whether you are an end-user of Froxt Products or a third party who provides your Apps to end-users. These Terms govern the use of the Froxt Platform and your Apps, but the use of the Froxt Products themselves remains subject to the applicable Froxt Customer Agreement.
- Getting Started.
2.1. Registration. To use the Froxt Platform, you must follow our registration and credentialing requirements. All Froxt Platform access keys or developer credentials are Froxt’s Confidential Information and may not be shared with third parties.
2.2. Review. You and your Apps must comply with the Developer Guidelines. Froxt reserves the right to review your compliance with the Developer Guidelines and our security, performance, and other criteria. At Froxt’s request, you will comply with our review process and provide us with the reasonably requested information, including (if applicable) test accounts for your Apps, which we will only use for purposes of such review. Froxt may change its review processes at any time.
2.3. Marketplace. This Agreement does not govern the Froxt Marketplace. If you wish to list your App in the Froxt Marketplace, you must enter into the separate Froxt Marketplace Partner Agreement at https://froxt.com/licensing/marketplace/partneragreement.
- Your Use Rights. Subject to these Terms, you may use the Froxt Platform to develop and use Apps to use with Froxt products, but only as permitted by the relevant Developer Guidelines. All of your user rights in these Terms (including your rights to use Froxt Marks below) are limited, non-exclusive, non-sublicenseable, and non-transferable. You may, however, permit your agents and contractors to exercise your use rights on your behalf, provided that you remain responsible for their compliance with these Terms.
- Usage Limits. From time to time, Froxt may place limits on access to the Froxt Platform (e.g., limits on numbers of calls or requests). Further, Froxt may monitor your usage of the Froxt Platform and limit the number of calls or requests you may make if Froxt believes that your usage is in breach of this Agreement or may negatively affect the Froxt Platform (or otherwise impose liability on Froxt).
- App Types. As described in the Developer Guidelines, the Froxt Platform allows a variety of App types, including on-premises software Apps, cloud Apps that Froxt assists in hosting on your behalf.
- Conditions on Use. As conditions on your rights under these Terms, you agree not to (and not to authorize any third party to): (a) use the Froxt Platform except with the related Froxt Products and in accordance with the Developer Guidelines; (b) modify or create any derivative works of the Froxt Platform (except to the extent your Apps are deemed derivative works under applicable law); (c) take any action that would subject the Froxt Platform to any third party terms, including without limitation any “open source” software license terms; (d) make any calls to the Froxt Platform that are not driven by a request from an end user or the App itself, other than as part of reasonable testing of your Apps with the Froxt Platform; (e) copy, frame or display any elements of the Froxt Products through your Apps or use the Froxt Platform with Apps that substantially replicate any features or functionality of Froxt Products, except as expressly authorized by Froxt in writing; (f) copy, distribute, sell, sublicense, rent or lease the Froxt Platform or any access key provided by Froxt or use such items for hosting, service provider or like purposes; (g) access the Froxt Platform for competitive analysis or disseminate performance information (including uptime, response time and/or benchmarks) relating to the Froxt Platform or Froxt Products or (h) use the Froxt Platform in violation of the AUP.
- Use of Marks.
7.1. Froxt Marks. Subject to these Terms, you may use the appropriate Froxt Marks to promote your Apps as compatible with the relevant Froxt Products. Your use of Froxt Marks must comply with the Froxt Trademark Guidelines and (without limiting Froxt’s other termination rights) you must promptly cease any use of Froxt Marks identified by Froxt as problematic. You may not register any domain name containing Froxt Marks, the word “Froxt” or the name of any Froxt Product (or anything confusingly similar) and if you have done so you agree to transfer ownership of the domain name to Froxt at no charge. You also agree not to contest the validity of ownership of any Froxt Marks. You receive no other rights to Froxt Marks under these Terms. All goodwill arising from the use of Froxt Marks inures to Froxt.
7.2. Your Marks. If you make available your Apps to third party end users, Froxt may (but is not obligated to) use Your Marks to identify you as a Froxt developer and to promote your Apps and Froxt Products.
- Your Responsibilities.
8.1. Generally. Without limiting your express obligations in these Terms, you are solely responsible, at your own expense, for how you develop, operate, and support your Apps and for your own relationships with end-users.
8.2. Froxt Customer Agreement. Use of Froxt Products requires each end user to have a valid license or subscription with Froxt subject to the applicable Froxt Customer Agreement. You will not facilitate or encourage any end-user to violate any Froxt Customer Agreement or interfere with any end user’s review or acceptance of any Froxt Customer Agreement. If you or your Apps send any data to Froxt Products on an end user’s behalf, Froxt’s processing of that data will be subject to the applicable Froxt Customer Agreement governing such applicable end user’s use of the Froxt Products.
8.3. No Resale. These Terms do not grant you the right to distribute or resell Froxt Products or to create any binding commitment on behalf of Froxt. In addition, you may not directly or indirectly charge end users for use of, or access to, the functionality of the Froxt Products or Froxt Platform (but this does not limit you from charging a standard overall fee for your Apps).
8.4. Your Representations and Warranties. You represent and warrant that: (a) you have full power and authority to enter into and perform these Terms and to use your Apps without violating any other agreement; (b) your Apps and their use will not violate any laws or third party rights (including intellectual property rights and rights of privacy or publicity); (c) all information you provide to Froxt is and will be true, accurate and complete and (d) you will not interfere with Froxt’s business practices or the way in which it licenses or distributes the Froxt Products or Froxt Platform. You may not suggest any affiliation with Froxt, including any suggestion that Froxt sponsors, endorses or guarantees your Apps, except for the Froxt Platform integration relationship expressly contemplated in these Terms. You may not make any representations, warranties, or commitments regarding Froxt or Froxt Products or on behalf of Froxt.
8.5. Indemnification. You will indemnify, defend (at Froxt’s request) and hold harmless Froxt and its affiliates and their respective directors, officers, employees, agents, contractors, end-users, and licensees from and against any claims, losses, costs, expenses (including reasonable attorneys’ fees), damages or liabilities based on or arising from (a) your Apps, (b) your relationships or interactions with any end-users or third-party distributors of your Apps or (c) your breach or alleged breach of these Terms. Froxt may at its own expense participate in the defense and settlement of any claim with its own counsel, and you may not settle a claim without Froxt’s prior written consent (not to be unreasonably withheld).
- End-User Data & Security
9.1. End User Data. An end-user may enable you or your Apps to access End User Data. Based on the activities under this Agreement, Froxt may provide you with access to End User Data.
9.3. End User Communications. You may use End User Data to communicate directly with end users only where the communication is with technical or billing contacts, required by Laws, or as consented to or requested by the end-user. But you may not send marketing messages to end-users within any user experience integrated with Froxt Products without Froxt’s express written consent.
9.4. End User Terms. You must ensure end-users agree to your End User Terms, which must comply with all Laws.
9.6. Security. You must use industry-standard security appropriate for all End User Data you receive and comply with any security, coding practices, authentication, or encryption requirements for Apps in the Developer Guidelines.
9.7. Security Incidents. Upon discovery or notice of any Security Incident, unless prohibited by Laws, you will notify Froxt without undue delay through the ticketing process described in the App Security Incident Management Guidelines. Your notice will provide Froxt information about the Security Incident and how it may affect Froxt Products, end-users, or End User Data, and you agree to provide further information and assistance related to the Security Incident as Froxt may request. In event of a Security Incident, you will be solely responsible, at your own expense, for investigation, remediation, and your own notifications to affected end-users and regulatory authorities in accordance with Laws and industry standards. However, you must obtain Froxt’s approval for any breach notifications to end-users that refer directly or indirectly to Froxt. You must ensure that you have an updated contact name and contact information in your developer account for Security Incidents.
- Ownership. Froxt does not claim ownership of your Apps and you reserve all rights not expressly granted in these Terms, including any goodwill associated with Your Marks. Froxt and its licensors retain all ownership and other rights (including all intellectual property rights) in the Froxt Platform, Froxt Products, and Froxt Marks (including associated goodwill). Providing feedback, comments, or suggestions about the Froxt Platform (“Feedback“) to Froxt is wholly voluntary. Froxt may freely use Feedback for any purpose.
- No Support or Maintenance. Froxt has no obligation to provide any maintenance or support for the Froxt Platform (or to end users of Apps) or to fix any errors or defects. If Froxt in its discretion provides any updates, modifications, enhancements, or other new releases to the Froxt Platform, such materials will be deemed included in the “Froxt Platform” under these Terms unless Froxt specifies otherwise.
- Changes to Froxt Platform. From time to time, Froxt may change the Froxt Platform or related Froxt Products. Future versions of the Froxt Platform may not be compatible with Apps developed using previous versions. Froxt typically makes these changes as part of its overall developer program and is unable to provide notice of the changes to developers individually. Froxt will have no liability resulting from the actions described in this paragraph.
- Termination. These Terms remain in effect until terminated.
13.1. By Developer. You may terminate these Terms at any time by ceasing all use of the Froxt Platform and any relevant developer credentials.
13.2. By Froxt. Froxt may terminate these Terms (a) for no reason or any reason upon thirty (30) days’ notice to you or (b) if you breach any provision of these Terms and do not cure such breach within fifteen (15) days after written notice of the breach (or immediately in Froxt’s discretion in case of willful or significant breaches). Froxt may also suspend your use of the Froxt Platform (including the use of any Apps) or terminate these Terms immediately if Froxt is required to do so by Law, if Froxt ceases to offer the Froxt Platform, Froxt Products, or its developer program or if Froxt determines that continuing under these Terms could result in legal or business liability or cause harm to its products, services, reputation or users.
13.3. Effect of Termination. Upon any suspension or termination, you must cease using the Froxt Platform and Froxt Marks and, at Froxt’s request, return or destroy all Confidential Information. Sections 7.2 (Your Marks), 8 (Your Responsibilities), 9 (End User Data & Security), 10 (Ownership), and 13 (Termination) through 23 (Definitions) will survive any termination of these Terms. After termination, you will have no further access to any Froxt developer website or portal or to any data or content that you submitted to Froxt relating to the Froxt Platform.
13.4. No Liability. Froxt will have no obligation or liability resulting from termination or suspension of these Terms as permitted above.
- Disclaimer of Warranties. TO THE FULL EXTENT PERMITTED BY LAW, THE FROXT PLATFORM, FROXT PRODUCTS, AND FROXT MARKS ARE PROVIDED “AS IS” AND “WITH ALL FAULTS” AND FROXT AND ITS THIRD PARTY LICENSORS DISCLAIM ALL REPRESENTATIONS, WARRANTIES, AND GUARANTEES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR ANY PURPOSE. FROXT MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE RELATED TO RELIABILITY, ACCURACY OR COMPLETENESS OF THE FROXT PLATFORM OR FROXT PRODUCTS, THAT FROXT WILL CONTINUE TO OFFER THE FROXT PLATFORM OR ITS DEVELOPER PROGRAM OR THAT USE OF THE FROXT PLATFORM OR ANY FROXT PRODUCTS WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE OR MEET YOUR REQUIREMENTS OR EXPECTATIONS. You may have other statutory rights, in which case the disclaimers above will apply to the full extent permitted by law.
- Limitations of Liability. TO THE FULL EXTENT PERMITTED BY LAW, IN NO EVENT WILL FROXT BE LIABLE (A) FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS OR LOST DATA), EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE OR (B) IN ANY EVENT, FOR ANY DAMAGES OR LIABILITIES EXCEEDING ONE HUNDRED U.S. DOLLARS (\$100). NOTWITHSTANDING ANYTHING TO THE CONTRARY, FROXT HAS NO WARRANTY, SERVICE LEVEL, SUPPORT, SECURITY, INDEMNIFICATION OR OTHER OBLIGATION OR LIABILITY WITH RESPECT TO YOUR APPS OR THEIR COMBINATION, INTERACTION OR USE WITH THE FROXT PLATFORM OR ANY FROXT PRODUCTS OR END USER DATA. You acknowledge and agree that this Section 15 reflects a reasonable allocation of risk and will apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and that Froxt would not enter into these Terms without these liability limitations. This Section will survive notwithstanding any limited remedy’s failure of essential purpose.
- Froxt Confidential Information. Confidential Information” means non-public elements of the Froxt Platform and any other information disclosed by Froxt that is marked as confidential or proprietary or that you should reasonably understand to be confidential or proprietary. Confidential Information does not include any information that: (a) is or becomes generally known to the public; (b) was known to you before its disclosure hereunder or (c) is received from a third party, in each case without breach of an obligation owed to Froxt or anyone else. You will (i) maintain Confidential Information in confidence (using at least the same measures as for your own confidential information, and no less than reasonable care) and not divulge it to any third party and (ii) only use Confidential Information to fulfill your obligations under this Agreement. If you are compelled by law to disclose Confidential Information, you must provide Froxt with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at Froxt’s cost, if Froxt wishes to contest the disclosure. In the event of an actual or threatened breach of this Section 16, Froxt shall have the right, in addition to any other remedies available to it, to seek injunctive relief to protect its Confidential Information, it being specifically acknowledged by the parties that other available remedies may be inadequate.
- Independent Development; Information You Provide Is Not Confidential. Froxt develops its own products and services and works with many other partners and developers, and either Froxt or these third parties could in the future develop (or already have developed) products, concepts, or ideas similar to your or your Apps. Nothing limits Froxt or such third parties from doing so, and Froxt has no confidentiality obligations for the information you submit in connection with this Agreement.
- Export Restrictions. The Froxt Platform is subject to export restrictions by the United States government and import restrictions by certain foreign governments, and you agree to comply with all applicable export and import laws and regulations in your use of the Froxt Platform. You shall not (and shall not allow any third party to) remove or export from the United States or allow the export or re-export of any part of the Froxt Platform or any direct product thereof: (a) into (or to a national or resident of) any embargoed or terrorist-supporting country; (b) to anyone on the U.S. Commerce Department’s Denied Persons, Entity or Unverified Lists or the U.S. Treasury Department’s list of Specially Designated Nationals and Consolidated Sanctions list (collectively, “Prohibited Persons“); (c) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval or (d) otherwise in violation of any export or import restrictions, laws or regulations of any United States or foreign agency or authority. You represent and warrant that (i) you are not located in, under the control of, or a national or resident of any such prohibited country and (ii) you are not a Prohibited Person nor owned, controlled by, or acting on behalf of a Prohibited Person. You agree not to use the Froxt Platform for any prohibited end-use, including to support any nuclear, chemical, or biological weapons proliferation, or missile technology, without the prior permission of the United States government.
- Changes to Terms. Froxt may modify these Terms from time to time, including any referenced policies, terms, or URLs. Froxt will use reasonable efforts to notify you of modifications as provided in Section 22 (General). You may be required to click through the modified Terms to show your acceptance and in any event, your continued use of the Froxt Platform after the modification constitutes your acceptance of the modifications. If you do not agree to the modified Terms, your sole remedy is to terminate your use of the Froxt Platform as described in Section 13 (Termination).
- Usage Data. In addition to Froxt’s other rights, Froxt may collect certain data and information regarding your use of the Froxt Platform, including data about requests and API use, App metadata, and the end-user accounts that you access (“Usage Data“). We may use Usage Data for any purpose in connection with operating, improving, and supporting the Froxt Platform.
- Open Source Software. Certain distributed code in the Developer Platform (e.g., SDKs) may be licensed under or include components subject to “open source” software terms (“OSS“). To the extent applicable, Froxt will identify OSS included in the Developer Platform in or through the Developer Platform itself. The OSS licenses may grant you additional rights to the OSS code itself and allow you to use the OSS outside of our Developer Platform. However, when you use the OSS as part of the Developer Platform, you must comply with these Terms.
- General. These Terms are the parties’ entire agreement and supersede any prior or contemporaneous agreements relating to its subject matter. Except as set forth in Section 19 (Changes to Terms), all amendments or modifications must be in writing and signed by both parties. The words “including” and similar terms are to be construed without limitation. Failure to enforce any provision is not a waiver and all waivers must be in writing. If any provision of these Terms is held invalid, illegal, or unenforceable, it will be limited to the minimum extent necessary so the rest of these Terms remain in effect. You may not assign, transfer or delegate any right or obligations under these Terms and any non-permitted assignment is void. Froxt may assign these Terms and its rights and obligations to any of its affiliates or in connection with a merger, reorganization, acquisition, or other transfer of all or substantially all of its assets or voting securities to which these Terms relate. Notices must be in writing and will be deemed given when delivered. Froxt may provide notice to the email or physical address provided by you or through Froxt’s developer website. The parties are independent contractors and these Terms do not create any agency, partnership, or joint venture. These Terms will be governed by and construed in accordance with the laws of the State of California, excluding conflicts of law rules and principles. Each party submits to the personal and exclusive jurisdiction of the federal or state courts for San Francisco County, California. Froxt will not be liable to you for any delay or failure to perform any obligation under these Terms if the delay or failure is due to unforeseen events that are beyond its reasonable control. The Froxt Platform and Froxt Products are commercial computer software. If the user or licensee of such technology is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure or transfer of such technology, or any related documentation of any kind, including technical data and manuals, is restricted by these Terms in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Froxt Platform and Froxt Products were developed fully at private expense. All other use is prohibited.
“Apps” means applications, plugins, or extensions that are designated to interoperate with Froxt Products, including any Cloud Apps.
“Froxt Marks” means Froxt’s names, logos, and trademarks as designated in the Froxt Trademark Guidelines at https://apps.froxt.com/#/a/brand_guidelines.
“Froxt Platform” means Froxt’s developer platform, including our APIs, API keys, CLIs, sample code, access tokens, SDKs, and other tools described at https://app.froxt.com or included with the Cloud Framework.
“Froxt Products” means Froxt’s cloud and installed software products made available under a Froxt Customer Agreement.
“AUP” means Froxt’s Acceptable Use Policy at https://froxt.com/policy/.
“End User Data” means any data, content, or information of an end-user that is accessed, collected, or otherwise processed by you or your App in connection with the use of the Froxt Platform.
“End User Terms” means a legally adequate agreement governing end-user use of your App.
“Laws” means all applicable laws, rules, regulations, or orders, including those relating to data privacy, data transfer, international communications, or the export of technical or personal data.
“Sensitive Personal Information” means any (a) special categories of data enumerated in European Union Regulation 2016/679, Article 9(1) or any successor legislation, (b) patient, medical or other protected health information regulated by the Health Insurance Portability and Accountability Act (as amended and supplemented) (“HIPAA“), (c) credit, debit or other payment card data subject to the Payment Card Industry Data Security Standards (“PCI DSS“), (d) other personal information subject to regulation or protection under specific Laws such as the Gramm-Leach-Bliley Act (or related rules or regulations), (e) social security numbers, driver’s license numbers or other government ID numbers or (f) any data similar to the above protected under foreign or domestic Laws.
“Security Incident” means any actual or suspected (a) unauthorized access, acquisition, use, disclosure, modification, loss, or destruction of End User Data in the possession or control of you or your agents or contractors (whether intentional or accidental), (b) security vulnerability or compromise of your App or (c) issue involving your App that materially degrades Froxt systems or networks.
“Your Marks” means your name, logos, and other trademarks, including those related to your Apps.