We may revise and update this Agreement from time to time in our sole discretion. All changes are effective immediately when we post them and apply to all access to and use of the API thereafter. Your continued use of the API following the posting of a revised Agreement means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.
This Agreement incorporates the following documents (as may be updated from time to time) by reference:
- ModernQuery Terms of Service
- “App” refers to any application you create using the ModernQuery API to access, search, display, upload, and/or modify the ModernQuery Content.
- “ModernQuery Content” encompasses all content, data, and other information available on the ModernQuery websites or software ("ModernQuery Website") and the downloadable mobile app known as the “ModernQuery App.” This app allows consumers to discover, book, and pay for classes and other services offered by participating Subscribers.
- Subject to the terms and conditions of this Agreement, ModernQuery grants you a revocable, limited, non-exclusive, non-sublicensable, non-transferable license to access and use the API solely for developing, testing, displaying, and distributing your App. ModernQuery retains the right to revoke this license at any time for any reason. You are not allowed, nor will you permit anyone, directly or indirectly, to reverse engineer, disassemble, reconstruct, decompile, translate, modify, copy, rent, or alter the API or any other portion of the Service, except as explicitly permitted herein by this Agreement.
- ModernQuery holds the right to modify the Service or the API (or any part thereof) at its sole discretion, at any time. Upon the release of new API versions, ModernQuery may require you to obtain and use the most recent version of the API for your App to function with the Service.
- ModernQuery may, but is not obligated to, offer basic technical support for your API usage. Any such support will be provided through web forums, FAQs, or other internet-based documentation available to authorized developers at ModernQuery’s sole discretion.
5. App Guidelines
- You can develop, display, or distribute Apps that interact with the API. You are solely responsible for any App you develop, ensuring that it complies with ModernQuery Branding Requirements, where applicable.
6. API Call Limitations
- ModernQuery may restrict the number of API calls you can make within a specified period. Call limits will be determined based on factors like your App’s usage or anticipated volume. If you exceed these limits, ModernQuery reserves the right to charge for excess API calls, following Section 10, or to terminate your API access, following Section 11. Unused API calls will not roll over to the next day or month, as applicable.
- You acknowledge and agree that the Service, the ModernQuery Content, including ModernQuery’s trademarks and logos, and the API are protected by applicable intellectual property laws and treaties. Regardless of registration, these rights belong solely and exclusively to ModernQuery. You agree that you will not attempt, during or after this Agreement’s termination, to register any trademarks (including domain names) derived from or confusingly similar to ModernQuery’s, nor will you buy or use such domains to redirect internet content to your site. Any use by you of ModernQuery’s logos or trademarks will solely benefit ModernQuery.
8. Non-Permitted Purposes; API Restrictions
You are accountable for your actions and the actions of any third party utilizing the API on your behalf. Ensure that your usage complies with this Agreement and any applicable policies or guidelines provided by ModernQuery. Do not share your access credentials with any competitor of ModernQuery or enable access for a competitor. Additionally, refrain from engaging in the following while using the API:
- Speak ill of ModernQuery or intentionally damage its name, reputation, image, or goodwill in connection with your Application or API use.
- Alter, obscure, bypass, disrupt, or deactivate any element of the API or its access controls.
- Extract, provide, or use any data elements from ModernQuery Data to enhance the data files of third parties.
- Compel end users to create a source name for a commercial integration or provide log-in credentials to a third-party developer.
- Use the API in a product or service that competes with ModernQuery’s products or services.
- Attempt to circumvent any security measures or technical limitations of the API or the Service.
- Use the API in a manner violating any law, regulation, or right of any person or engaging in harmful activities at ModernQuery’s discretion.
- Sell, lease, or sublicense the API or its access.
- Use the API in a way that affects the stability of ModernQuery’s servers or other applications negatively.
- Generate or disclose metrics about, or conduct statistical analysis of, the API or the Service.
- Use the API on behalf of any third party.
- Make API calls exceeding a reasonable daily limit, as determined solely by ModernQuery.
- Frame, crawl, screen scrape, extract, or data mine ModernQuery Content or ModernQuery Data.
- Use any device to retrieve or index any portion of the Service or collect information for unauthorized purposes.
- Aggregate, consolidate, or arrange ModernQuery Content or ModernQuery Data with third-party content or data for commercial purposes or in a manner diminishing ModernQuery’s business or brand value.
- Use the API in an Application containing inappropriate or unlawful content.
- Transmit viruses, worms, defects, Trojan horses, or other disabling code to the Service or ModernQuery’s computers.
- Access ModernQuery Data without Subscriber authorization or use it beyond the agreed purpose.
- Cache ModernQuery Data for more than 48 hours, collect, compile, store, transfer, or use any data derived from ModernQuery in excess.
- Utilize ModernQuery branded search terms for your purposes.
9. Service Providers
Engage third-party service providers to facilitate your obligations under this Agreement. Ensure they comply with conditions and restrictions at least as protective as those in this Agreement. You are fully responsible for any act or omission by any service provider used to facilitate your obligations.
10. Fees and Payments
ModernQuery calculates and bills fees monthly. Fees are subject to changes posted by ModernQuery. Usage fees, if any, will be invoiced monthly. Additionally, you are responsible for all other fees associated with any ModernQuery API use. Exclude and pay any taxes associated with fees, your Application, or this Agreement.
11. Right to Terminate
- Termination, Suspension, or Discontinuance. ModernQuery may suspend or terminate your API access at any time for violations or if API availability is not in the best interests of ModernQuery or its users. Imposition of limits or restrictions may also occur. Changes may disrupt existing services using the API.
- Your Termination. Terminate by providing 90 days’ written notice, ceasing API use, and deleting access credentials.
- Effect of Termination. Upon termination, delete API calls, destroy copies, and certify actions upon request.
12. Your Use of Third Party Services
ModernQuery may offer third-party products or services, including applications and consulting services ("Third Party Services"). Your use of Third Party Services and data exchange is solely between you and the provider. Additional terms and conditions may apply, and you may need separate accounts for Third Party Services. Use at your own risk, and ModernQuery disclaims all liability.
13. Disclaimer of Any Warranty
The API, the Service, and any ModernQuery Content and ModernQuery Data are provided “as is” with all faults. To the maximum extent allowed by law, ModernQuery and its suppliers disclaim all representations and warranties, express or implied, including merchantability, fitness for a particular purpose, data accuracy, title, non-infringement, non-interference, and quiet enjoyment. ModernQuery does not guarantee uninterrupted, error-free, secure, timely, complete, reliable, or current API use. This Agreement does not entitle you to API support. No advice or information obtained from ModernQuery will create any warranty not expressly stated in this Agreement. All disclaimers apply to ModernQuery and its affiliates and their respective parties.**
14. Limitation of Liability
You acknowledge that ModernQuery shall not, under any circumstances, be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages arising from API use. This includes lost profits, goodwill, cost of substitute goods or services, loss of use, data, or other intangible losses. ModernQuery’s liability is expressly limited to zero.**
15. Release and Waiver
To the fullest extent permitted by law, you release and waive all claims against ModernQuery, its subsidiaries, affiliates, directors, officers, agents, licensors, co-branders, partners, and employees. This release covers claims, damages, costs, and expenses of every kind related to your API use. If you are a California resident, you waive rights under California Civil Code 1542. You understand that facts may differ from beliefs, and you accept the risk of such differences.
Indemnify the ModernQuery Parties from charges, damages, and expenses arising from third-party claims related to your breach, API access, or alleged violation of third-party rights.
17. Confidential Information
“Confidential Information” includes all information provided by ModernQuery. Do not use or disclose Confidential Information except as required to perform under this Agreement. ModernQuery may seek injunctive or equitable relief for unauthorized use or disclosure. Any information provided by you is considered non-confidential, and ModernQuery has no obligation to pay for its use.
Promote your Application truthfully without implying ModernQuery’s endorsement. Do not issue a formal press release without ModernQuery’s written consent. ModernQuery reserves the right to issue materials mentioning your Application.
20. General Terms
Relationship Independence: For all intents and purposes in this Agreement, you and ModernQuery shall operate independently, not as partners, joint ventures, agents, employees, or employers of each other. You have no authority to assume obligations for ModernQuery, whether express or implied, and must not attempt to bind ModernQuery to any contract.
No Employee Solicitation: You commit to refraining from hiring any Mindbody employee you’ve interacted with for business purposes during the term of this Agreement. This includes directors or officers of Mindbody employed during this Agreement or within 12 months after its termination. However, this provision doesn’t prevent hiring individuals unrelated to your interactions. In case of a breach, resulting in hiring, you agree to pay ModernQuery 50% of the solicited employee’s new salary as liquidated damages. The parties acknowledge the challenge of quantifying losses, considering the impact on personnel retention, recruitment, and training.
Severability Clause: If any court finds any provision of this Agreement unenforceable, that provision will be changed to accomplish its objectives to the greatest extent possible under the law. The rest of this Agreement will continue in full force and effect.
Governing Law: This Agreement will be governed by the laws of the State of California, U.S.A., without applying principles that would invoke the laws of any other jurisdiction. The United Nations Convention for the International Sale of Goods does not apply.
Dispute Resolution: In case of a dispute, you agree to notify ModernQuery in writing, allowing 30 days for resolution. Regardless of any statute or law, any claim related to API or Service use must be filed within 1 year, or it will be barred. If informal resolution fails, arbitration, not court, will be pursued.
Arbitration Agreement: All disputes not resolved through informal means will be subject to final and binding arbitration, with each party waiving the right to a jury trial. Class arbitrations and actions are not permitted. The arbitration will be administered by the American Arbitration Association under its rules, and the arbitrator’s decision will be final and binding.
No Waiver of Rights: ModernQuery’s failure to enforce any right or provision of this Agreement does not constitute a waiver of such right or provision.
Construction and Entire Agreement: Section headings are for convenience only. In this Agreement, “including” means “including but not limited to.” This Agreement constitutes the entire agreement between the parties, superseding all prior agreements on the subject.