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LOU® API Addendum

Last Updated January 8, 2024.

This LOU API Addendum (“Addendum”) is governed by and part of the Terms of Service - LOU® between Evosus, Inc. (“Evosus,” “we” or “us”) and you as an Evosus client and governs your access to and use of LOU API (defined below). You represent and warrant to us that you have the authority to accept this Addendum on behalf of yourself, a company, and/or other entity, as applicable. We may change, amend, or terminate this Addendum at any time.

LOU API

As used in this Addendum, “LOU API” means (i) machine-accessible application programming interface that Evosus makes available to you, and which provides access to an Evosus Service, including all associated tools, elements, components and executables therein, (ii) any Evosus sample code that enables interactions with an Evosus Service, and (iii) any documentation that Evosus makes available to help enable your access to LOU API. LOU API is available on a subscription basis to develop connectivity between outside applications and LOU or other Evosus Services, as applicable. Your subscription to LOU API entitles you to unlimited access to the LOU API library as specified at https://louapi.evosus.com. Evosus may add, modify, or remove APIs, sample code, or documentation from the LOU API library from time to time at our sole discretion.

SELECTION & ACCEPTANCE

From your LOU web app, you can select to add LOU API to your Evosus Services. By selecting LOU API from your LOU web app or using LOU API in any manner, you agree to be unconditionally bound by the terms and conditions of this Addendum. You must be of legal age and capacity to form a binding contract to accept this Addendum. These Terms will remain in effect while LOU API is selected through your LOU web app or you otherwise use LOU API. If you do not agree with any provision of this Addendum, do not access or use LOU API. You acknowledge that we may make changes to LOU API at any time. If you have any questions, please contact us via email at support@evosus.com.

ELIGIBILITY

To use LOU API, you must be an existing Evosus client using our LOU Enterprise Plan and Evosus Payments. LOU API may only be used to process payments outside of Evosus Payments subject to the Outside Payment Fee (defined below) and only as expressly permitted in the Agreement (defined under Terms of Service below). Like all Evosus Services, LOU API must be used for business activities in the United States, and you must meet all eligibility conditions set forth in the Terms of Service - LOU®. By selecting to use LOU API, you represent and warrant that the foregoing statements are true and accurate, and that you have read, understood, and agree to be bound by this Addendum and any other terms and conditions that apply to your use of LOU API.

FEES AND PAYMENTS

To access and use LOU API, you must pay the one-time applicable activation fee and you agree to pay the monthly subscription fees posted for LOU API as shown on your LOU web app, unless you subscribe to LOU Ecommerce in which case your one-time activation fee and monthly subscription fees for LOU API are covered by your payment of LOU Ecommerce Fees. Additionally, if you use LOU API for any payment that is not processed through Evosus Payments, you will incur and agree to pay a fee equal to 0.75% of the total dollar amount of the payment including price, shipping, tax, and all other charges and fees (“Outside Payment Fee”). Your monthly subscription fee and any Outside Payment Fee (collectively, “LOU API Fees”) are due and payable on a thirty (30) day billing cycle. You agree to be charged and to pay all LOU API Fees as Add-on Fees under the Terms of Service - LOU®. If you terminate this Addendum, you will not be refunded any Add-on Fees for the month in which you terminate. All fees shall be paid in U.S. Dollars. LOU API Fees are subject to change from time to time at our sole discretion. Evosus will notify you in writing before implementing a change in LOU API Fees or the Outside Payment Fee.

LICENSE & ACCESS

Subject to the terms and conditions of this Addendum, Evosus hereby grants you a limited, non-exclusive, non-assignable, non-transferable, revocable subscription and license to use LOU API to connect your application to LOU or other Evosus Services, as applicable, and to allow your customers to use your integration of LOU API within your application. You may use LOU API only as expressly permitted in this Addendum. Violation of this Addendum may result in the suspension or termination of your use of LOU API. Without limiting the foregoing, Evosus reserves the right in our sole discretion to approve, disapprove, grant, or revoke access of any user to the LOU API in whole or in part at any time and for any reason with or without notice.

CONFIDENTIALITY

You may be given access to certain non-public information, software, and specifications relating to LOU API ("Confidential Information"), which is confidential and proprietary to Evosus. You may use Confidential Information only as necessary in exercising your rights granted under this Addendum. You may not disclose any Confidential Information to any third party without our prior written consent. You agree that you will protect any Confidential Information from unauthorized use, access, or disclosure in the same manner that you would use to protect your own confidential and proprietary information.

REQUIREMENTS OF USE

You agree to:

  • Use LOU API as part of Evosus Services, as instructed by Evosus and in compliance with Terms of Service - LOU® and your other agreements with Evosus;
  • Keep LOU API confidential, and never share LOU API with anyone outside of your organization; and
  • Immediately contact Evosus if you suspect an Evosus API or any component thereof has been lost, stolen, or accessed by an unauthorized party.

USE RESTRICTIONS

In addition to the License Limitations in the Terms of Service - LOU®, you agree to never:

  • Use LOU API in a way that could impair, harm, or damage Evosus, LOU API or any other Evosus Services, or anyone's use of any Evosus Services;
  • Use LOU API to disrupt, interfere with, or attempt to gain unauthorized access to services, servers, devices, or networks connected to or which can be accessed via LOU API;
  • Use an unreasonable amount of bandwidth, or adversely impact the stability of LOU API or the behavior of other applications using LOU API;
  • Request from LOU API more than the minimum amount of data, or more than the minimum permissions to the types of data, that your application needs for your customers to use the intended functionality of your application;
  • Scrape data, build databases, or otherwise create copies of any data accessed or obtained using LOU API, except as necessary to enable an intended usage scenario for your application;
  • Attempt to circumvent the limitations Evosus sets on your use of LOU API (limitations are set and enforced by Evosus in our sole discretion), work around any technical limitations of any Evosus Services, or to reverse engineer, decompile, or disassemble LOU API, except and only to the extent that applicable law expressly permits;
  • Use LOU API (or any information accessed or obtained using LOU API) to migrate customers away from Evosus Services or to conduct performance testing of Evosus Services unless expressly permitted by Evosus according to a duly executed written agreement;
  • Use LOU API, or any data obtained using LOU API, to identify, exploit, or publicly disclose any potential security vulnerabilities;
  • Request, use, or make available any data obtained using LOU API outside any permissions expressly granted by customers in connection with using your application;
  • Redistribute, resell, or sublicense access to LOU API, any data obtained using LOU API, or any other Evosus Services accessed through LOU API, or misrepresent (expressly, by omission, or implication) the need for users to obtain a valid subscription to any Evosus Services that are accessed through LOU API;
  • Use or transfer any data accessed or obtained using LOU API, including any data aggregated, anonymized, or derived from that data (collectively the "LOU API Data") for advertising or marketing purposes including (i) targeting ads, or (ii) serving ads. For clarity, this prohibition on using LOU API Data for advertising or marketing purposes does not extend to using other data, such as (i) the number of users of your application, (ii) a user identifier you independently receive from a user (e.g., an email address you receive when a user enrolls to use your application, a device identifier, or an advertising identifier), or (iii) a product or service identifier that identifies an Evosus Service;
  • Falsify or alter any unique referral identifier in, or assigned to an application, or otherwise obscure or alter the source of queries coming from an application to hide a violation of the Agreement;
  • Use LOU API in a way that could create, in our sole discretion and judgment, an unreasonable risk to customers from a security or privacy perspective; or
  • Use LOU API in a way that violates applicable law, including without limitation (i) unlawful activities, such as gambling, piracy, violating copyright, trademark, or other intellectual property laws; (ii) intending to exploit or harm minors in any way; (iii) accessing or authorizing anyone to access LOU API from an embargoed country as prohibited by the U.S. government; (iv) threatening, stalking, defaming, defrauding, degrading, victimizing or intimidating anyone for any reason; or (v) violating applicable privacy laws and regulations.

TERMS OF SERVICE

This Addendum is subject to the terms and conditions set forth in the Terms of Service - LOU® between you and Evosus in all respects. As used in this Addendum, the “Agreement” means this Addendum, the Evosus® Privacy Policy, and the Terms of Service - LOU® which includes, without limitation, all agreements and documents governed thereunder.

RIGHTS RESERVED

All rights not expressly granted herein are reserved by Evosus. You acknowledge that all intellectual property rights within LOU API remain the property of Evosus and nothing within this Addendum will act to transfer any of these intellectual property rights to you.

PRIVACY

Your use of LOU API is conditioned upon implementing and maintaining appropriate protections and measures for your services and application, including without limitation your responsibility to the data obtained through the use of LOU API. You agree to comply with all laws and regulations applicable to your use of the data accessed through LOU API, including without limitation laws related to privacy, biometric data, data protection, and confidentiality of communications. For all data you obtain through LOU API, you must:

  • Obtain all necessary consents before processing data and obtain additional consent if the processing changes ("Data Access Consents");
  • Implement proper retention and deletion policies, including deleting all data when your user abandons your application, uninstalls your application, closes its account with you, or abandons the account;
  • In the event you store data locally, ensure that data is kept up to date and implement corrections, restrictions to data, or the deletion of data as reflected in the data obtained through your use of LOU API;
  • Maintain and comply with a written statement available to customers and users that describes your privacy practices regarding the data and information you collect and use (your "Privacy Statement"); and
  • If your application allows end users to sign in with an Evosus account and Evosus is not providing the user interface for the sign-in, your Privacy Statement must provide a link to the Evosus® Privacy Policy available at https://www.evosus.com/privacy or such other location(s) as we may specify from time to time. If end users must take additional steps to disable your application's access to personal data, then your Privacy Statement must clearly indicate to customers and end users the additional steps required to disable access.

Evosus will only process Personal Information transmitted via the LOU API as a service provider to the Client and pursuant to the Evosus Data Processing Addendum, incorporated herein by this reference. Nothing in this Addendum shall be construed as creating a joint controller or processor-subprocessor relationship between you and Evosus.

SUPPORT

LOU API is provided "as is" pursuant to the Terms of Service - LOU®. As such, Evosus may not provide support services for LOU API. You are solely responsible for the quality of your application and providing support for your application.

SECURITY

You agree to develop and maintain your application to operate with LOU API in a secure manner. Your application must use reasonable security measures to protect the data of your users, including without limitation that your network, operating system, and the software of your servers, databases, and computer systems (collectively, "Systems") must be properly configured to securely operate your application and store content collected through your application. You must adopt and maintain a process to detect and respond to vulnerabilities in your application.

Evosus may use technology to detect, prevent, or limit the impact of any issues caused by your application (before, after, or instead of suspension of your access). You agree to permit Evosus access to your application as we deem necessary to monitor your compliance with the Agreement. You further agree to respond to any questions from Evosus about your compliance with the Agreement. Evosus reserves the right to restrict or terminate your access to LOU API or perform an audit (including by hiring an independent auditor acting on our behalf) of your application if you fail to provide adequate information or materials to verify your compliance with the Agreement. Without limiting the foregoing, (i) upon request by Evosus, you will provide us (or an independent auditor acting on our behalf) with up to two full-feature client account-level instances to access your application and/or use of LOU API as requested by Evosus to verify your compliance with the Agreement, and (ii) Evosus expressly reserves the right to fully audit your application to verify your compliance with the security and privacy obligations set forth in the Agreement.

In the event of a data breach involving your application or any data collected through your application, you will promptly contact Evosus at support@evosus.com and provide details of the data breach. You agree to refrain from making public statements (e.g., press, blogs, social media, bulletin boards, etc.) without prior written and express permission from Evosus in each instance as it relates to LOU API. The rights and requirements of this section (Security) will survive for five (5) years following any termination of the Agreement.

TERM AND TERMINATION

This Addendum is effective on the date you select or first access LOU API through the Evosus Services and continues until the earlier of the date you de-select LOU API on your LOU web app, terminate the Evosus Services, or terminate the Agreement. Evosus may terminate this Addendum at any time and for any reason, with or without notice to you. Upon termination of this Addendum: (i) the rights and licenses granted to you herein shall terminate as to the terminated rights; (ii) you shall cease all use of LOU API; (iii) Evosus may at its sole discretion remove and/or purge your data and any other information related to providing you LOU API; and (iv) you must comply with any Evosus instruction to return or delete any data accessed or obtained through LOU API. Neither party will be liable to the other for any damages resulting solely from termination of this Addendum.

DISCLAIMER OF WARRANTIES

IN ADDITION TO AND WITHOUT LIMITING THE GENERAL DISCLAIMER OF WARRANTIES IN THE TERMS OF SERVICE - LOU®, YOU UNDERSTAND THAT EVOSUS DOES NOT GUARANTEE LOU API WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF LOU API MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. EVOSUS DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION, ERRORS IN FUNCTIONING, OR THAT DATA LOSS WILL NOT OCCUR. YOU MAY HAVE CERTAIN RIGHTS UNDER YOUR LOCAL LAW. NOTHING IN THIS LOU API ADDENDUM IS INTENDED TO AFFECT THOSE RIGHTS, IF THEY ARE APPLICABLE. In no event shall you seek or be entitled to rescission, injunctive, or other equitable relief, or to enjoin or restrain the operation of LOU API.

LIMITATION OF LIABILITY

NOTWITHSTANDING ANY CONTRARY PROVISION IN THE TERMS OF SERVICE - LOU®, IF YOU HAVE ANY BASIS FOR RECOVERING DAMAGES UNDER THIS LOU API ADDENDUM, YOU AGREE THAT YOUR EXCLUSIVE REMEDY IS TO RECOVER FROM EVOSUS (INCLUDING OUR AFFILIATES, EMPLOYEES, SHAREHOLDERS, AND DIRECTORS) ONLY DIRECT DAMAGES EQUAL TO THE AMOUNT YOU PAID IN LOU API FEES DURING THE THREE (3) MONTHS PRECEDING THE INCIDENT GIVING RISE TO SUCH DAMAGES. YOU MAY NOT RECOVER ANY OTHER DAMAGES OR LOSSES, INCLUDING, WITHOUT LIMITATION, DIRECT, CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE. THESE LIMITATIONS AND EXCLUSIONS APPLY EVEN IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR LOSSES OR IF THE LOU API FAILS OF ITS ESSENTIAL PURPOSE OR IF WE KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF THE DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THESE LIMITATIONS AND EXCLUSIONS APPLY TO ANY CLAIMS RELATED TO THIS ADDENDUM OR YOUR USE OF LOU API.

INDEMNIFICATION

In addition to and without limiting or replacing the Indemnification provisions in the Terms of Service - LOU®, you agree to indemnify, defend, and hold harmless Evosus for any and all claims, losses, damages, penalties, liability and costs, including attorneys’ fees, of any kind or nature arising out of or relating to a claim or dispute between or among you and any independent contractor, developer, agency, or other third party relating to your use of LOU API.

ENTIRE AGREEMENT

This Addendum and any documents incorporated herein by reference constitutes the entire agreement between you and Evosus regarding LOU API and supersede all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, concerning the subject matter of this Addendum. If any provision of this Addendum is found to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable to the maximum extent possible.

CHANGES & REVISIONS

EVOSUS MAY CHANGE OR DISCONTINUE THE AVAILABILITY OF LOU API IN WHOLE OR IN PART AT ANY TIME FOR ANY REASON WITH OR WITHOUT NOTICE. Such changes may include, without limitation, removing or limiting access to specific API(s), changing fees, or setting and enforcing limits on your use of additions to LOU API. We may also impose limits on certain features or services or restrict your access to some or all of LOU API. We may release subsequent versions of LOU API and require that you use those subsequent versions, at your sole cost and expense. Any version of LOU API designated as "preview", "pre-release" or "beta" ("Preview API"), may not work in the same way as a final version. We may change or not release a final or commercial version of a Preview API in our sole discretion.

Evosus reserves the right to revise this Addendum without notice at any time. If we revise this Addendum, we will update this posting. Your continued use of LOU API following the posting of changes constitutes your acceptance of such changes. You further agree that in the event any portion of this Addendum is found to be unenforceable, the remainder of this Addendum shall remain in full force and effect and the otherwise unenforceable portion shall be amended so as to be enforceable to the greatest extent permitted by law.