Last updated: November 27, 2023

1. Introduction

This API License Agreement ("Agreement") is a binding legal agreement entered into by and between Boulevard Labs, Inc. ("Boulevard" or “we”) and you ("Licensee" or “you”) that governs your use of the Boulevard APIs; please review this Agreement carefully. If you are entering into this Agreement on behalf of a company, organization, or another legal entity (an “Entity”), you are agreeing to this Agreement for that Entity and representing to Boulevard that you have the authority to bind such Entity to this Agreement, in which case the term “Licensee” shall refer to such Entity. By clicking "I agree" to this Agreement, or by accessing or using the Boulevard APIs, you agree to be bound by and comply with the terms and conditions of this Agreement.

This Agreement may be updated by Boulevard from time to time upon reasonable notice, which may be provided via Customer’s Account, email, or by posting an updated version of this Agreement at https://www.joinblvd.com/legal/api-license-agreement

Note to Boulevard Customers: If you are a Boulevard Customer, Boulevard’s Main Services Agreement (“MSA”) separately governs your use of the Boulevard Services and you acknowledge that this Agreement is hereby incorporated into and made part of the MSA. Except as expressly provided herein, this Agreement supplements the Parties' rights and obligations under the MSA. In the event of any conflict between the MSA and this Agreement, this Agreement will apply with respect to the provision and use of the Boulevard APIs. 

2. Definitions.

2.1. “App” or “Application” means the software application, website, interface, or any other means Licensee uses to access the Boulevard APIs using the API Credentials, including a Custom App or a Public App. All Applications must interoperate or integrate with the Boulevard Services and must comply with  Addendum A of this Agreement, Application Development Terms and Conditions.

2.2. “API Client” means the unique App configuration (including API Credentials) generated through Licensee’s Account.

2.3. “API Credentials” means the credentials that allow Licensees to make authenticated requests to the Boulevard API.

2.4. “API Documentation” means any associated documentation provided by Boulevard as part of this Agreement, including but not limited to the documentation found at https://developers.joinblvd.com.

2.5. “Boulevard API(s)” means all software, including routines, data structures, object classes, protocols, programs, templates, libraries and interfaces, application programming interfaces (APIs), software development kits (“SDKs”), developer tools, API Documentation, Updates, and other related materials, whether tangible or intangible, in whatever form or medium that are made available by Boulevard or as otherwise provided to Licensee.

2.6. “Boulevard App Directory” is where Customers can view and install Apps on their Customer Account, as made available at https://joinblvd.com/integrations.

2.7. “Boulevard Checkout” means Boulevard’s checkout experience, offered through our Platform, or through our Boulevard APIs, that allows Customers and the clients of those Customers (“Clients”) to perform and complete a transaction using the Platform (i.e., scheduling a service, purchasing a product or service), by adding and/or using existing payment information to be processed to reserve or complete the associated transaction. 

2.8. “Boulevard Services” or “Services” have the same meaning as defined in the MSA, and include (i) our websites, apps, and other Boulevard offerings through which you can access our Services (our “Platform”); (ii) the proprietary technology and software programs including all modifications, updates, and enhanced versions of such software utilized by Boulevard to provide the Services (our “Software”); and (iii) all products, services, features, and functionality made available through our Platform (A) to a Boulevard Customer pursuant to a customer agreement or (B) to a 3rd Party Service Provider pursuant to a separate agreement that incorporates this API Agreement. The term “Boulevard Services” does not include Third Party Services.

2.9. “Boulevard Trademarks” Boulevard’s trademarks include the Boulevard name and Boulevard logo, its additional trademarks, service marks, and tradenames, its domain names, as well as all words, slogans, taglines, images,  icons, logos, graphics, designs, and other indicators that identify Boulevard, or its business, services, or products.

2.10. “Client Data” means information (including personal information) relating to a Client, including order information and Personal Information, including payment information, account information, and Sensitive Personal Information.

2.11. “Customer” means a customer of Boulevard that has purchased Boulevard Services by entering into Boulevard’s Main Services Agreement.

2.12. “Customer Account” means the Customer’s commerce presence hosted by Boulevard, including but not limited to online booking, checkout, point of sale, and other Boulevard Services accessed through the Customer Dashboard. For clarity, a Customer may have more than one Customer Account.

2.13. “Custom API Credentials” means the API Credentials generated through the Customer Dashboard that provide access via the Boulevard API to the specific Customer Account to which such credentials relate.

2.14. “Custom App” means an App that accesses the Boulevard API via Custom API Credentials and is made available to a single Customer.

2.15. “Customer Dashboard” means the online platform through which the Customer accesses the Boulevard Services available as part of their Customer Account.

2.16. “Customer Data” means information (including Personal Information) relating to a Customer, including but not limited to business, financial and product information and any Client Data. Where Licensee uses the Boulevard API, Customer Data may be delivered in the form of an API response.

2.17. “Developer” means Licensee, or an individual employed by Licensee or an Affiliate entity of Licensee that develops, owns, or operates one or more App(s) that access or use the Boulevard API(s).

2.18. “Personal Information” means any information relating to a natural person who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, a phone number, an email address, an identification number, location data, an online identifier, or any other information specific to that natural person.

2.19. “Public App” means an app that accesses the Boulevard APIs via an API Client and that is made available to Customers either via a URL or through the Boulevard App Directory, and that is not a Custom App.

2.20. “Sensitive Personal Information” means Personal Information that can reveal racial or ethnic origin, political opinions, religious or philosophical beliefs, trade union membership, genetic data, sexual orientation or sex life. Sensitive Personal Information also includes biometric data that can uniquely identify a natural person, payment information (including payment card or bank account numbers), and government identifiers that uniquely identify a natural person such as a social security number, driver’s license number, or passport number.

2.21. “Updates” means bug fixes, updates, upgrades, enhancements, modifications, and new releases or versions of the Boulevard API.

3. Using the Boulevard APIs

3.1. API License Grant. Subject to the terms and conditions of this Agreement, Boulevard grants Licensee a non-exclusive, non-transferable, royalty-free, non-sublicensable, revocable, and limited right and license to use and make calls to Boulevard APIs solely in connection with the development, implementation, and/or distribution of Licensee’s Application solely in the manner described in this Agreement and the API Documentation. The Boulevard APIs and API Credentials are the exclusive property of Boulevard and Licensee’s access to and use of the Boulevard APIs and API Credentials are at Boulevard’s sole discretion.

3.2. Licensee Obligations to Access and Use the Boulevard APIs

(a) Use of the Boulevard APIs. Licensee may only use the Boulevard APIs (including SDKs) to develop, implement, and distribute Applications that interoperate or integrate with the Boulevard Services for Customer use of the Boulevard Services, and only in compliance with Addendum A, Application Development Terms and Conditions).

(b) Custom API Credentials. Custom API Credentials are solely for the development, implementation, and/or distribution of Custom Applications by or on behalf of a single Customer. Licensee may only access and use the Boulevard APIs via Custom API Credentials with the express authorization of the account owner for the applicable Customer Account and only (i) for the purposes of providing a Custom Application to the Customer to whom the Custom API Credentials relate and (ii) in compliance with this Agreement, including Addendum A, Application Development Terms and Conditions.

(c) Public API Credentials. Public API Credentials are solely for the development, implementation, and/or distribution of Public Applications made available to multiple Customers via a URL or through the Boulevard App Directory. In order to access or use Public API Credentials, or Boulevard APIs for the development of a Public App, Licensee must (i) enter a separate Public Application Development Agreement with Boulevard and (ii) comply with this Agreement, including Addendum A, Application Development Terms and Conditions. 

(d) Access to the Boulevard APIs. Licensee will not access the Boulevard APIs by any means other than the API Credentials Licensee receives in accordance with Section 3.2(a) or Section 3.2(b) above. Licensee is responsible and liable for all uses of the Boulevard APIs resulting from access provided by Licensee, directly or indirectly, whether such access or use is permitted by or in violation of this Agreement. Licensee shall take reasonable efforts to make all of Licensee's end users (including Customers and Clients) and Service Providers aware of this Agreement's provisions as applicable to such end user's use of the Boulevard APIs and shall cause such end users to comply with such provisions.

(e) Licensee Compliance. Licensee shall comply with all terms and conditions of this Agreement, all applicable laws, rules, and regulations (“Applicable Laws”), and all API Documentation, including the guidelines, standards, and requirements that may be posted on https://developers.joinblvd.com from time to time. Licensee shall monitor the use of the Applications for any activity that violates any terms and conditions of this Agreement, Applicable Laws, including any fraudulent, inappropriate, or potentially harmful behavior, and promptly restrict any offending end users of the Applications  (including Customers and Clients) from further use of the Applications. Licensee is solely responsible for posting any privacy notices and obtaining any consent from Licensee's end users  (including Customers and Clients) required under applicable laws, rules, and regulations for their use of the Applications.

(f) Securing API Credentials. Licensee will use commercially reasonable efforts to safeguard their API Credentials and access to the Boulevard APIs from infringement, misappropriation, theft, misuse, or unauthorized access. Licensee will promptly notify Boulevard if Licensee becomes aware of any infringement of any intellectual property rights in the API or Documentation and will fully cooperate with Boulevard in any legal action taken by Boulevard to enforce Boulevard's intellectual property rights.

(g) Sharing API Credentials. Licensee may not disclose API Credentials to a Developer or other 3rd party (a “Service Provider”) unless that Service Provider signs an agreement with Licensee to (i) only access and use the Boulevard APIs for the development, implementation, and/or distribution of an Application in compliance with this Agreement (and not for their own purpose or any other purpose), (ii) protect any Customer Data, including Personal Information and Sensitive Personal Information, received from Boulevard by  using efforts equivalent to the efforts that Licensee uses with respect to its own confidential information and in no event less than the measures described in this Agreement, and (iii) keep Customer Data secure and confidential. Licensee must ensure that any Service Provider complies with this Agreement and any other applicable Boulevard terms and policies, and Licensee acknowledges and agrees that any act or omission by a Service Provider amounting to a breach of this Agreement will be deemed to be a breach by Licensee. If requested, Licensee will provide a list of Licensee’s Service Providers to Boulevard.

(h) Boulevard SDK. Access and use of Boulevard’s SDK is subject to the Boulevard SDK License.

(i) Additional Terms. Access to certain APIs or SDKs may require a separate written agreement between Licensee and Boulevard.

4. License Restrictions. When using the Boulevard APIs, Licensee will, and will ensure that Licensee’s employees, agents, and Service Providers will:

4.1. For any Access to and Use of the Boulevard APIs:

(a) not  (i) distribute; (ii) sublicense or resell; (iii) publicly display; (iv) lease, rent, lend, transfer, assign; or (iv) create derivatives of the Boulevard APIs, or associated Documentation except as permitted herein or with Boulevard’s express written authorization;

(b) not circumvent technological measures intended to prevent direct database access or manufacture tools or products to that effect;

(c) not engage in any activity that interferes with, disrupts, harms, damages, or accesses in an unauthorized manner the servers, security, networks, data, applications or other properties or services of Boulevard or any third party. For the avoidance of doubt, interference with any Boulevard Services feature used in connection with Boulevard Checkout without Boulevard's express written authorization is prohibited;

(d) not access or use the Boulevard APIs to develop or distribute the App in any way in furtherance of criminal, fraudulent, or other unlawful activity, or otherwise violate the Boulevard Acceptable Use Policy;

(e) not request more than the minimum amount of data from a Boulevard API needed by Licensee’s Application to provide Customer the intended Application functionality, or any data outside any permissions granted by Customer;

(f) not bypass Boulevard API restrictions for any reason, including automating administrative functions of the Customer Dashboard;

(g) not modify, translate, reverse engineer, disassemble, reconstruct, decompile, copy, or create derivative works of the Boulevard APIs, Customer Data, any Customer Account, the Boulevard Services, or any aspect or portion thereof;

(h) not use or access the Boulevard API or the Boulevard Services in order to monitor the availability, performance, or functionality of the Boulevard APIs, the Boulevard Services or any portion thereof or for any similar benchmarking purposes; and

(i) not remove or destroy any copyright notices, proprietary markings or confidentiality notices placed upon, contained within or associated with the Boulevard APIs.

4.2. For Access to and Use of the Boulevard APIs via Custom API Credentials: In addition to the License Restrictions described in Section 4 above, when accessing and using the Boulevard APIs via Custom API Credentials, Licensee will, and will ensure that Licensee’s employees, agents, Service Providers will:

(a) not access the Boulevard API by any means other than the Custom API Credentials Licensee receives in accordance with Section 3.2(a);

(b) not access or use Licensee’s Custom API Credentials in connection with the development, implementation, and/or distribution of a Public Application; and

(c) not use the Boulevard APIs for any commercial purpose, including but not limited to the sale or licensing of any Application, product, or service that incorporates, integrates, or uses the Boulevard APIs and is made available to third parties. 

4.3. For Access to and Use of the Boulevard APIs via Public API Credentials: In addition to the License Restrictions described in Section 4 above, when using the Boulevard APIs via Public API Credentials, Licensee will, and will ensure that Licensee’s employees, agents, Service Providers will:

(a) not access the Boulevard API by any means other than the Public API Credentials Licensee receives in accordance with Section 3.2(b); and

(b) not access or use Licensee’s Public API Credentials in connection with the development, implementation, and/or distribution of a Custom Application.

4.4. Open Source Software. Some of the software packages, libraries, or components required by or included in the Boulevard API are or may become licensed under an open source software license (“Open Source Components”). To the limited extent that the Open Source Component license expressly supersedes the license terms of this Agreement, Licensee’s use, reproduction and distribution of any such Open Source Components is governed by the terms of the applicable open source software license to the minimum extent possible in order to resolve such conflict.

5. API Limits. Boulevard may set and enforce limits on Licensee’s use of the Boulevard APIs (limiting the number of requests that Licensee may make or the number of Customers that Licensee may serve), in Boulevard’s sole discretion, upon reasonable notice to Licensee provided that Boulevard may do so without notice if Boulevard reasonably believes that Licensee is in violation of this Agreement. Licensee agrees to, and will not attempt to circumvent such limitations, including those documented within the API Documentation. If Licensee would like to use any Boulevard APIs beyond these limits, Licensee must obtain Boulevard’s express written consent (and Boulevard may decline such request or condition acceptance on Licensee’s agreement to additional terms and/or charges for that use). To seek such approval, contact us via dev-support@blvd.co.

6. Changes to the Boulevard APIs.

6.1. Updates. Boulevard reserves the right to require Licensee to install or update any and all software to continue using the Boulevard APIs and the Boulevard Services. Licensee acknowledges that Boulevard may make Updates to the Boulevard APIs from time to time and at its sole discretion. Licensee must implement and use the most current version of a respective Boulevard API and make any changes to Licensee’s App that are required as a result of such Update, at Licensee’s sole cost and expense. Updates may adversely affect the manner in which Licensee’s App accesses or communicates with the Boulevard APIs. Licensee’s continued access or use of the respective Boulevard API following an update or modification will constitute binding acceptance of the Update.

6.2. Access and Use. Boulevard may change or discontinue the availability of some or all of the Boulevard APIs at any time for any reason. Such changes may include the removal of features or the requirements of fees for previously free features. In the event of such a change, Boulevard will provide reasonable notice to Licensee. Boulevard may also impose limits on certain features and services or restrict or suspend Licensee’s access to some or all of the Boulevard APIs and Boulevard Services at any time in its sole discretion upon reasonable notice to Licensee provided that Boulevard may do so without notice if Boulevard reasonably believes that Licensee is in violation of this Agreement. Licensee’s continued use of the Boulevard APIs following any such change will be deemed Licensee’s acceptance of modifications.

7. Attribution. Licensee agrees to display any attributions required by Boulevard as described in the API Documentation and Boulevard’s Trademark & Copyright Usage Guidelines. Licensee may use the Boulevard Trademarks subject to the limited license granted in the Agreement and must comply with obligations specified therein. Licensee understands and agrees that Boulevard has the sole discretion to determine whether Licensee’s attribution(s) and use of Boulevard Trademarks are in accordance with the above requirements and Boulevard’s Trademark & Copyright Usage Guidelines.

8. Inspection & Monitoring.

8.1. If requested, Licensee must provide Boulevard with proof that Licensee’s App complies with this Agreement. Boulevard shall have the right to inspect or to appoint an independent auditor under the appropriate non-disclosure conditions to inspect Licensee’s Application, source code, systems, and records to confirm Licensee’s compliance with this Agreement, including without limitation Licensee’s compliance with Boulevard’s requests and requests from Customers or Clients to delete Customer Data or Client Data obtained through the Boulevard API or otherwise through the Boulevard Services. 

8.2. Licensee agrees that Boulevard may monitor the use of the Boulevard APIs to ensure quality, improve Boulevard products and services, and verify Licensee’s compliance with the terms. This monitoring may include Boulevard accessing and using Licensee’s App, for example, to identify security issues that could affect Boulevard or Customers. Licensee will not interfere with this monitoring. Boulevard may use any technical means to overcome such interference. Boulevard may suspend access to the Boulevard API by Licensee or Licensee’s App without notice if Boulevard reasonably believes that Licensee is in violation of this Agreement.

8.3. Licensee agrees to provide full cooperation to Boulevard and its representatives in connection with this Section.

9. Ownership. Boulevard retains all rights, title, and interest in and to the Boulevard APIs and the API Documentation, including all intellectual property rights therein. Licensee acknowledges that no ownership of the Boulevard APIs is transferred to Licensee under this Agreement. Licensee agrees not to delete or alter any copyright or other proprietary notices signifying Boulevard’s ownership of the Boulevard APIs. If Licensee provides any feedback, suggestions, requested features, or other input regarding the API to Boulevard (collectively “Feedback”), Licensee hereby grants to Boulevard a royalty-free, fully paid-up, worldwide, transferable, sub-licensable, irrevocable, and perpetual license to implement, use, modify, commercially exploit, incorporate into any of Boulevard’s products or services (including the API) and/or otherwise use in any manner any Feedback Boulevard receives from Licensee.

10. Support. This Agreement does not entitle Licensee to any support for the Boulevard APIs and any support that may be provided will be solely for Licensee’s internal use in developing an Application. Licensee acknowledges and agrees that Boulevard has no obligation to provide support or technical assistance to the end users of Applications (including Customers and Clients) and Licensee shall not represent to any such end users that Boulevard is available to provide such support. Licensee agrees to use commercially reasonable efforts to provide reasonable support to end users of its Applications.

11. Fees. The Boulevard APIs are currently provided free of charge. Licensee acknowledges that Boulevard may at any time discontinue its provision of the Boulevard APIs for free or generally. In the event Boulevard does the foregoing, it will make commercially reasonable efforts to provide Licensee with advanced notice of its plans to either discontinue its provision of the Boulevard APIs or offer the Boulevard APIs for a fee or revenue share arrangement to the contact information provided by Licensee to Boulevard. 

12. WARRANTY DISCLAIMER. THE BOULEVARD APIs ARE PROVIDED "AS IS" AND TO THE EXTENT PERMITTED BY APPLICABLE LAW, BOULEVARD MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. LICENSEE AGREES AND ACKNOWLEDGES THAT DATA PROVIDED BY THE BOULEVARD APIs ARE SOURCED FROM PUBLICLY AVAILABLE DATA SOURCES, AND BOULEVARD MAKES NO GUARANTEES ABOUT THE ACCURACY OF SUCH DATA. BOULEVARD EXPRESSLY DISCLAIMS ANY LIABILITY RELATED TO LICENSEE’S RELIANCE ON THE ACCURACY OR AVAILABILITY OF SUCH DATA AND ITS APPLICABLE DATA SOURCES. 

13. Confidentiality. Licensee may from time to time, gain access to   proprietary information, technical data,  or know-how,   including, but not limited to, the Boulevard API source code, Documentation, research, services, software,  developments, inventions, processes, formulas, technology, designs, drawings, engineering, hardware configuration information, marketing,  or other business information that is either marked as  “confidential” or disclosed in such a manner that it would be reasonably apparent it should be treated confidentially (“Confidential Information”). Licensee may use Confidential Information only to the extent necessary to exercise its rights under this Agreement. Licensee may not disclose Confidential Information to a third party (except to its own consultants and subcontractors) without the prior express consent of Boulevard, provided in writing or by email. Licensee agrees that it will protect Confidential Information from unauthorized use, access, or disclosure in the same manner that Licensee would use to protect its own confidential and proprietary information of a similar nature and in any event with no less than a reasonable degree of care.

14. Indemnification. Licensee shall defend, indemnify and hold harmless Boulevard, its affiliates and their respective officers, directors, employees, agents and representatives from any and all claims, damages, liabilities, costs and fees (including reasonable attorneys’ fees) arising from its use of the Boulevard APIs and its distribution of its Applications. 

15. LIMITATION OF LIABILITY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL EITHER PARTY BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY FOR: (I) LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES, OR TECHNOLOGY; OR (II) ANY INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES OR PROFITS. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS AGREEMENT, BOULEVARD’S TOTAL AGGREGATE LIABILITY TO LICENSEE OR ANY THIRD PARTY FOR ANY REASON (WHETHER BASED IN CONTRACT, TORT, INCLUDING NEGLIGENCE AND STRICT LIABILITY) ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE GREATER OF (1) $100 OR (2) THE AMOUNTS PAID OR PAYABLE BY LICENSEE FOR THE TWELVE (12) MONTH PERIOD PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN WARRANTY DISCLAIMERS OR LIMITATIONS ON LIABILITY. ONLY DISCLAIMERS OR LIMITATIONS THAT ARE LAWFUL IN THE APPLICABLE JURISDICTION WILL APPLY TO YOU, AND BOULEVARD’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

16. Termination. This Agreement may be terminated by either party upon 30 days’ prior written notice to the other party, for any reason or no reason, provided that in the case of termination by Boulevard, Boulevard may do so without notice if Boulevard reasonably believes that Licensee is in violation of this Agreement. Upon termination, Licensee shall immediately cease all use of the Boulevard APIs.

17. Miscellaneous. This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous negotiations, understandings, or agreements, whether oral or written, regarding the subject matter of this Agreement. This Agreement shall be governed by and interpreted in accordance with the laws of the State of California, without regard to conflicts of law provisions thereof. Any disputes arising out of or related to this Agreement shall be resolved exclusively by a court of general jurisdiction in Los Angeles County, California. Licensee hereby expressly agrees to submit to the exclusive personal jurisdiction of this jurisdiction for the purpose of resolving any dispute relating to this Agreement or access to or use of the Boulevard APIs. This Agreement may not be assigned by Licensee without the prior written consent of Boulevard. If any provision in this Agreement is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the parties.

Addendum A

Application Development Terms and Conditions.

These Application Development Terms and Conditions (“Application Terms”) are incorporated into and form part of the foregoing API License Agreement in full. In the event of any conflict between the API License Agreement and these Application Terms, these Application Terms shall prevail to the minimum extent necessary to resolve such conflict. Capitalized terms not defined herein shall have the meaning ascribed to them in the API License Agreement.

1. Application Requirements and Restrictions.

1.1. All Applications. All Applications utilizing the Boulevard APIs, including Custom Applications and Public Applications, must interoperate or integrate with the Boulevard Services for Customer use of the Boulevard Services and must comply with the terms and conditions of the API License Agreement, including all guidelines set out in the API Documentation and these Application Terms.

1.2. Custom Applications. Custom Applications may only be made available to a single Customer, with the express written approval of the Customer, and may only access the Boulevard APIs through Custom API Credentials. Custom Applications may not be made available to or for use by more than one Customer. For the avoidance of doubt, this means that Custom Apps may not be installed by more than one Customer. In the event of any breach of this provision, and in addition to all other rights and remedies available to Boulevard under this Agreement and under applicable law, Boulevard will have the right to take any action it deems necessary including but not limited to immediately terminating some or all Licensee’s rights under this Agreement; and

1.3. Public Applications. Public Applications may be made available to multiple, unrelated Customers either via a URL or through the Boulevard App Directory, and may only access the Boulevard APIs through Public API Credentials. In addition:

1.3.1. Boulevard Approval of Public Applications. All Public Apps must be approved and accepted by Boulevard, and Boulevard retains the right to take any action it deems necessary in respect of a Public App at any time for any reason.

1.3.2. Sunsetting Public Applications. Licensees that are no longer able to offer, maintain or support a Public App, must provide proper notice to Customers and follow the proper guidelines to sunset the Public App, as set out in the API Documentation.

1.3.3. Public Application Minimum Service Level Commitment. Public Applications must provide industry standard service levels to Customers, and must at a minimum be operational and available on a twenty-four-hour, seven days a week (24x7) basis at least 99.95% of the time in any measurement period. Licensee must provide servicing support to all Customers and is required to provide Boulevard with an email address that can be used by Customers to contact Licensee directly for support. In the event of outages or issues, Licensee must respond within two (2) hours.

1.3.4. Public Application Technical Support. Licensee will provide technical support for all of Licensee’s Public Application to Customers. Licensee’s support will be the level of support Licensee generally provides to its customers. Notwithstanding the foregoing, Licensee will respond promptly to all Customer support requests and will use reasonable efforts to resolve all Customer support issues within seven (7) days. Any support inquiries from Customers received by Boulevard related to Licensee’s Application will be referred to Licensee.

1.4. Application Restrictions. Without limiting the obligations and restrictions described elsewhere in this Agreement, including, without limitation in Section 4 of the API License Agreement, Licensee will, and will ensure that Licensee’s employees, agents, and Service Providers will:

1.4.1. not substantially replicate Boulevard Services, including the Boulevard APIs, except as authorized by Boulevard in writing;

1.4.2. not develop an App whose primary purpose is to migrate Customers off of Boulevard;

1.4.3. not create multiple Apps that offer substantially the same services;

1.4.4. not make statements that describe the Licensee as an agent of Boulevard or Licensee’s Application as endorsed by Boulevard;

1.4.5. not mislead or deceive Customers with respect to the functionality the App performs on behalf of the Customer or to what Customer Data the App may access, store, and manipulate;

1.4.6. not, except with Boulevard’s prior written consent, develop or distribute any App that has as its primary purpose the transfer, sharing, selling, disclosing or otherwise providing of Customer Data to any third party. In addition, any such third party must be bound by this Agreement or another written agreement acceptable to Boulevard addressing the use of Customer Data. For the purposes of this Section, the "primary purpose" of the App shall be determined by Boulevard in its sole discretion;

1.4.7. not include code in any App that performs any operations not related to the services provided by the App, whether or not Licensee has obtained Customer consent to do so, and whether or not the App obtains consent from the end user to do so. For the avoidance of doubt, this prohibited activity includes: embedding or incorporating code into any App that utilizes the resources (including CPU resources) of another computer, including for the purposes of cryptocurrency mining; and using code that is intended to misrepresent website content to falsify SEO metrics;

1.4.8. not change how data is collected by the App without notifying both the Customer and Boulevard;

1.4.9. not request any Customer create webhook subscriptions from the Customer Dashboard. Any webhook subscriptions required by Licensee must be created using a Public App or Custom App;

1.4.10. not attempt to sidestep or bypass any component of the Boulevard Checkout without Boulevard’s express written authorization by (i) replacing or changing credit card input fields or any other similar component or field within the Boulevard Checkout, (ii) using an alternative to Boulevard Checkout for web checkout or payment processing, or (iii) registering any orders or transactions through the Boulevard API in connection with such activity;

1.4.11. not include code in any App that performs any operations not related to the services provided by the App, whether or not Licensee has obtained Customer consent to do so, and whether or not the App obtains consent from the end user to do so. For the avoidance of doubt, this prohibited activity includes embedding or incorporating code into any App which utilizes the resources (including CPU resources) of another computer, including for the purposes of cryptocurrency mining;

1.4.12. not falsify or alter any unique identifier in, or assigned to Licensee’s App, or otherwise obscure or alter the source of queries coming from an App;

1.4.13. not develop Apps that excessively burden the Boulevard system, distribute spyware, adware or other commonly objectionable programs;

1.4.14. not develop or distribute the App in any way in furtherance of criminal, fraudulent, or other unlawful activity, or otherwise violate the Boulevard Acceptable Use Policy;

2. Boulevard Checkout Requirements. Boulevard’s API may allow Developers to create functionality that leverages Boulevard Checkout features and functionality. The following terms in this Section are applicable to Licensees that use the Boulevard APIs to create Boulevard Checkout functionality (“Boulevard Checkout Functionality”).  

2.1.1. Approval. All Licensee requests to access or use the Boulevard APIs to create Boulevard Checkout Functionality in connection with their Application are subject to Boulevard’s review and approval to ensure compliance with our guidelines, API Documentation, and other standards that Boulevard deems necessary to protect the integrity of Boulevard’s payments ecosystem. Boulevard has the sole discretion of the approval or denial of any request to use the Boulevard APIs to create Boulevard Checkout Functionality. As part of this approval process, Licensee may be required to enter a revenue share agreement with Boulevard.

2.1.2. Card Network Rules. By using Boulevard APIs to create Boulevard Checkout Functionality, Licensee agrees to comply with and support Customer’s compliance with all applicable bylaws, rules, and regulations set forth by American Express Travel Related Services Company, Inc. (“American Express”), DFS Services, LLC (“Discover”), MasterCard International Inc. (“MasterCard”) and Visa Inc. (“Visa”) (collectively, the “Networks”) related to the acceptance of payments from any US-issued and most non-US issued credit, debit, prepaid, or gift cards (“Network Rules”). Licensee must comply with any terms, guidelines or approval processes required pursuant to any Network Rules and Applicable Laws. The Networks amend their rules and regulations from time to time. Boulevard may be required to change these terms in connection with amendments to the Network Rules. Significant portions of the Network Rules are available to the public at https://americanexpress.com, https://discovernetwork. com, https://mastercard.com, and https://visa.com. In the event of inconsistency between a Network Rule and this Addendum, the Network Rule shall apply. Licensee also agrees to be bound by any applicable National Automated Clearing House Association (“NACHA”) Rules.

2.1.3. Apple Pay. If Licensee is using the Boulevard API to access and use the Apple Pay Web APIs and Apple Pay Platform, Licensee must first accept the Apple Pay Platform Web Merchant Terms and Conditions, available at https://developer.apple.com/terms/apple-pay-web/.

2.1.4. Google Pay. If Licensee is using the Boulevard API to access and use the Google Pay API, Licensee must first accept the Google Pay API Terms of Service, available at https://payments.developers.google.com/terms/ sellertos.

2.1.5. Payments Security. Licensee agrees, represents, warrants, and covenants that at all times Licensee’s services will, at Licensee’s effort and expense, be certified as compliant with the Payment Card Industry Data Security Standard (“PCI DSS”), the Payment Application Data Security Standard (“PA-DSS”), or any successor standards, as applicable, and all applicable laws bearing on data privacy and cybersecurity. At Boulevard’s request, Licensee will promptly provide us with documentation evidencing Licensee’s compliance with PCI DSS, PA-DSS, and/or applicable law. Licensee will use and access the Boulevard API in accordance with the API Documentation and instructions provided by Boulevard and in no circumstances will Licensee store, process or transmit any cardholder’s account number, expiration date, or CVV2 except as described in that documentation. Further, Licensee may not disclose card information to any third party, other than in connection with processing card transactions requested by Licensee’s Clients under the Boulevard Services and in a manner consistent with PCI DSS and Applicable Law.

2.1.6. Maintain a Risk and Fraud Program. Licensee is responsible for monitoring and managing risk and fraud at its own effort and expense.

3. Boulevard Booking API Requirements. The Boulevard Booking APIs allow developers to create and update Client appointments. The following terms in this Section are applicable to Licensees that use the Boulevard Booking APIs in their Application:

3.1. Approval. All Licensee requests to access or use the Boulevard Booking APIs in connection with their Application are subject to Boulevard’s review and approval to ensure compliance with our guidelines, API Documentation, and other standards that Boulevard deems necessary. Boulevard has the sole discretion of the approval or denial of any request to use the Boulevard Booking APIs. As part of this approval process, Licensee may be required to enter a revenue share agreement with Boulevard.

4. Customer Data, Client Data, Privacy, and Data Security Requirements. The following terms in this Section are applicable to Licensee’s access or use of Customer Data, including Client Data in connection with their Application. 

4.1.1. Licensee’s Customer Consent.

4.1.1.1. Prior to accessing a Customer Account or any Customer Data, including Client Data, Licensee must obtain Customer approval (i) through a consent screen provided or approved by Boulevard at the time the App is installed by a Customer, or (ii) through the Customer’s Custom API Credentials. Any other access to or use of a Customer Account or Customer Data by Licensee is strictly prohibited and is a violation of this Agreement.

4.1.1.2. If Licensee is developing, implementing, or distributing a Public Application, Licensee will have in place and will present the Customer:

4.1.1.2.1. An agreement governing the Customer's installation and use of the Licensee's Public Application (“Licensee’s Service Agreement”). Licensee’s Service Agreement shall contain provisions at least as protective of Boulevard as those in this Agreement. Licensee must inform Customer in the Licensee’s Service Agreement that: (i)Licensee is solely responsible for the App; (ii) Boulevard is not liable for any fault in the App or any harm that may result from its installation or use; (iii) except where expressly stated by Boulevard, Boulevard cannot provide assistance with the installation or use of the App; and (iv) Licensee is solely responsible for any liability which may arise from a Customer’s access to or use of the App, including: (A) the development, use, marketing or distribution of or access to the App, including support of the App; or (B) Licensee’s access, use, distribution or storage of Customer Data.

4.1.1.2.2. A privacy policy that complies with all applicable privacy laws and provides adequate notice and obtains prior consent as required for the collection, use and storage of the Customer Data, Client Data, and any Personal Information the App will access once installed (“Licensee Privacy Policy”). Without limiting the foregoing, Licensee’s Service Agreement and Privacy Policy will describe in sufficient detail (i) the services to be provided by the Licensee’s App, (ii) the Customer Data and Client Data that will be accessed by the App in order to provide such services, (iii) how the Customer Data and Client Data will be used and transferred to third parties, if applicable, and (iv) the Licensee’s contact information. Licensee will respond reasonably promptly to any questions regarding its privacy practices.

4.1.2. Access and Use of Customer Data and Client Data. Without limiting the obligations and restrictions described elsewhere in this Agreement, including, without limitation in Section 4 of the API License Agreement and Section 1.4 of these Application Terms, Licensee will, and will ensure that Licensee’s employees, agents, and Service Providers will:

4.1.2.1. Automatically sync to Customer’s Client Data such as contact information and marketing opt-in status and opt-out status (“Protected Client Data”) that is collected by the App from the Customer Account, and any updates to such data made by the App on behalf of the Customer. The Protected Client Data must be synced by querying the Boulevard API’s Client resource. If Licensee is unable to sync Protected Client Data to the Customer Dashboard using the Boulevard APIs Client resource, Licensee will meet this requirement by providing functionality that enables the Customer to manually sync their Client Data. In all cases, the types of Protected Client Data only apply to data collected or updated by the App on behalf of Customers with respect to Clients stored in the Customer Dashboard. This requirement (i) only applies to Public Apps, (ii) applies to all applicable Client Data collected by the Public App from the date that it is installed by the Customer, and (iii) does not apply to Sensitive Personal Information relating to Clients.

4.1.2.2. not scrape, access, download, store, build databases or otherwise create permanent copies of any Customer Data, including Client Data related to or provided by any Client of any Customer, without the express consent of Boulevard and the Customer;

4.1.2.3. not copy, translate, modify, create derivative work of, or publicly display any of such Customer Data, without the express consent of the Customer;

4.1.2.4. not sell, lease, sublicense, share, distribute or publicly display any Customer Data, whether aggregated, derivative, anonymized, or deidentified, with any third parties without Boulevard's express written authorization. Such third parties must enter into a data licensing agreement directly with Boulevard;

4.1.2.5. not use, access, store, or make copies of the Customer Data or any other data relating to a Customer, Customer Account or Clients that Licensee receives via the App or the Boulevard API except as necessary to provide the App services to the Customer to whom the Customer Data relates and as described in the applicable Licensee Service Agreement or Privacy Policy, and only within the limits and for the purposes as specified by the Customer;

4.1.2.6. not solicit or store Customer Account passwords. If Licensee's App enables Customers to access their Customer Data, Customers must be presented with the ability to log into Boulevard via the OAuth protocol. Customers without a Boulevard account should be given the opportunity to create a new Boulevard account as provided by Boulevard.

4.1.2.7. not continue to access the Customer Account after the Customer revokes permission to access their Customer Data. Licensee agrees to immediately stop accessing the revoked Customer Data, and delete any and all revoked Customer Data from the Licensee services. Licensee further agrees that Boulevard has the right to audit the deletion of revoked Customer Data at any time, including after this Agreement has been terminated.

4.1.2.8. not share, sell, disclose or otherwise provide such information to any third party, except as provided for in this Agreement;

4.1.2.9. except where prohibited or varied by applicable law, delete all originals, copies and reproductions of the Customer Data within 30 days when (i) the Customer uninstalls the App, (ii) when it is no longer required to provide the services of Licensee’s App to the Customer to whom the Customer Data relates, as may be described in the applicable Licensee Service Agreement or Privacy Policy, or (iii) Licensee receives an enforceable request to delete data from a Customer, a Client or Boulevard. If Licensee is unable to comply with this Section, Licensee will promptly notify Boulevard;

4.1.2.10. provide the Customer (or where required by applicable law, the Client) with access to a structured, commonly used, and machine-readable copy of any Personal Information that Licensee has that relates to such Customer or Client from whom Licensee receives the request, and provide them with an opportunity to correct this information;

4.1.2.11. not use information from Customers or Clients for competitive benchmarking;

4.1.2.12. not communicate with Clients directly or indirectly, provided however, that Licensee may contact Clients if the information is obtained from another source, such as from the Clients themselves, or if Licensee has obtained consent to do so in the Licensee Service Agreement or Privacy Policy;

4.1.2.13. ensure that Licensee has obtained effective consent from the applicable individual, to the extent such consent is legally required, before Licensee provides Boulevard with information that Licensee independently collected from them;

4.1.2.14. not directly or indirectly transfer any data Licensee receives from Boulevard (including anonymous, aggregate or derived data) to any third party or any other Licensee may own, except as necessary to provide Licensee’s App's services or if expressly authorized by the Customer;

4.1.2.15. not put Customer Data or any other data Licensee receives from Boulevard in a search engine or directory, or include web search functionality on Boulevard, except as necessary to provide Licensee’s App's services;

4.1.3. Industry Standards; Security. Licensee is fully responsible for the security of data processed via Licensee’s Application and services.  Licensee’s App will be installed and run on Licensee’s server or another server, but will not be run on Boulevard’s servers. Licensee’s networks, operating system and software of Licensee’s web servers, routers, databases, and computer systems (collectively, “Licensee System”) must be properly configured to Internet industry standards so as to securely operate Licensee’s App and protect against unauthorized access to, disclosure or use of any information Licensee receives from Boulevard, including Customer Data. If Licensee does not completely control some aspect of the Licensee System, Licensee will use best efforts and influence over the Licensee System to do so. Licensee must diligently monitor and correct any security deficiency, and disconnect immediately any known or suspected intrusions or intruders. Licensee must notify Boulevard of any actual or suspected breach or compromise of Customer Data (a “Data Breach”) immediately upon, but no later than twenty-four (24) hours of, becoming aware of such occurrence, by reporting an issue to Boulevard’s developer support team via email at dev-support@blvd.co. Upon learning of the Data Breach, at Licensee’s own cost, Licensee will: (i) promptly remedy the Data Breach to prevent any further loss of Customer Data; (ii) investigate the incident; (iii) take reasonable actions to mitigate any future anticipated harm to Boulevard, its affiliates, Customers or Clients; and (iv) promptly answer questions from Boulevard relating to the Data Breach, regularly communicate the progress of Licensee’s investigation to Boulevard and cooperate to provide Boulevard with any additional requested information in a timely manner.