To register your application to integrate with the Form Simplicity API, please review our API License Agreement below, accept the terms, and click the Request an API Account button to fill out your company and contact information for submission. Once your request is received, reviewed and processed, we will issue you your client id and client secret which are prerequisites in order to use the API.


FORM SIMPLICITY API LICENSE AGREEMENT


This Form Simplicity API License Agreement (“Agreement”) governs the implementation and use of Form Simplicity APIs and API Specification to allow a Software Application to interoperate with the Form Simplicity Solution for internal development or testing purposes. If You are entering into this Agreement on behalf of an organization, You represent You have the authority to bind Your organization to this Agreement. If You do not have that authority, or if You do not agree with the terms of this Agreement, You may not implement the Form Simplicity APIs or use the API Specification. By denoting acceptance of this Agreement, You agree to be legally bound by the terms of this Agreement. This Agreement is effective between You and Form Simplicity, Inc. (“Form Simplicity”) as of the date of Your acceptance. You and Form Simplicity are each individually referred to herein as a “Party,” and collectively as “Parties.”

You agree to receive electronically all communications, agreements, and notices that We provide in connection with the Tools (“Communications”), including by e-mail, text, in-app notifications, or posted on a Form Simplicity site or through any Form Simplicity product or service. You agree that all Communications that We provide to You electronically satisfy any legal requirement that such Communications be in writing.

1. Definitions

“API Limits” means restrictions (e.g., rate limits and concurrency limits) to Your API calls as described on the Form Simplicity Developer website substantially described at: https://api.formsimplicity.com/docs/intro.

“Application Programming Interface” or “API” means a collection of routines, classes, function parameters, protocols, webhooks, related libraries and other instructions provided in Source Code or Object Code form.

“API Owner” means Form Simplicity, which is owned and operated by Florida Association of Realtors d/b/a Florida Realtors,

“API Specification” means a written description or definition of the routines, classes, function parameters, protocols, webhooks, related libraries and other instructions that allow a Software Application to interoperate with Form Simplicity, and as substantially described at: https://api.formsimplicity.com/docs/intro.

“Feedback” means suggestions or comments provided by You to Form Simplicity that are related to Form Simplicity products (e.g., Form Simplicity APIs or Form Simplicity).

“Forking” mean the act of creating a distinct and/or separate set of APIs that are based upon, derived from, or a modification of the Form Simplicity APIs.

“Form Simplicity API” means a collection of routines, classes, function parameters, protocols, related libraries, tools and other instructions provided in Source Code or Object Code form that allow access to or interoperability with the Form Simplicity Solution by a Software Application, as substantially described and made available at: https://api.formsimplicity.com/docs/intro.

“Form Simplicity Solution” means a service or services made available to You through the Form Simplicity APIs and substantially described at: https://api.formsimplicity.com/docs/intro.

“Object Code” means Source Code that has been interpreted, compiled or otherwise translated into a machine readable form.

“Software Application” means software authored by You in Object Code or Source Code form that accesses or otherwise interoperates with Form Simplicity via the Form Simplicity APIs.

“Source Code” means computer code in a human readable form and as such computer code that has not been interpreted or compiled.

“Use” means a right to perform or reproduce (as defined under 17 U.S.C. § 101 et seq.) or other applicable copyright statute but does not include any right of sublicense or distribution.

“You” or “Your” means you, the person entering into this Agreement or, if you are entering into this Agreement on behalf of an organization (or implementing the API Specification and associated Form Simplicity APIs on behalf of or in a product owned or licensed by an organization), that organization.

2. Licenses and Restrictions

A. Form Simplicity API License. Subject to the provisions of this Agreement, API Owner grants You a world-wide, revocable, non-exclusive license, under copyrights, to Use the Form Simplicity APIs to facilitate the interoperability of the Form Simplicity Solution and the Software Application solely for internal development or testing purposes. You are granted this license provided that You adhere to the API Limits as a condition to receiving this license, and that You do not attempt to circumvent any such API Limits.

B. Form Simplicity API Specification License. API Owner grants You a world-wide, non-exclusive, royalty-free, revocable license, under API Owner copyrights, to Use the API Specification to enable interoperability between the Software Application and the Form Simplicity Solution.

C. Feedback License to Form Simplicity. If You provide Feedback to API Owner, You grant to API Owner all legal right, title and interest in the Feedback. Further, to the extent API Owner requires the execution of one or more legal documents necessary to perfect these legal rights, You agree to execute all such documents for API Owner.

D. Form Simplicity API License Restrictions. API Owner retains legal title to the Form Simplicity APIs under this Agreement, and You agree not to delete or alter any copyright (e.g., “© Form Simplicity, Inc.”) or other proprietary notices signifying API Owner’s ownership of this legal title. Additionally, You agree to and acknowledge the following license restrictions: (i) no right to commercially perform, distribute, or use the Form Simplicity APIs (or sublicense any of the foregoing rights) is granted under this Agreement; (ii) in no event will you make available the Form Simplicity APIs in Source Code form to an end user or any other third party; (iii) none of the following rights are granted with respect to the Form Simplicity APIs: the right to distribute, publicly display, or to create derivatives (e.g., a superset or subset of the Form Simplicity APIs); and (iv) the Form Simplicity APIs shall not be used to access a service other than the Form Simplicity Solution. The API Owner may limit the number and/or frequency of API requests to the Form Simplicity Solution, or any use of the APIs that could damage, disable, overburden, impair or otherwise interfere with the Form Simplicity Solution.

E. API Specification License Restrictions. API Owner retains legal title to the API Specification under this Agreement and You agree not to delete or alter any copyright (e.g., “© Form Simplicity, Inc.”) or other proprietary notices signifying API Owner’s ownership of this legal title. Further, You agree to the following license restriction: You shall not make an unreasonable number of reproductions of the API Specification. Further, for avoidance of doubt, no right to: (i) distribute; (ii) sublicense; (iii) publicly display; or (iv) create derivatives of the API Specification is granted to You hereunder.

3. Warranty, Disclaimer, Indemnity, and Limitation of Liability

A. Forking. You represent and warrant that You have not and will not engage in Forking or otherwise attempt to modify or reverse engineer the Form Simplicity APIs. Further, You represent and warrant that You have not and will not distribute a set of APIs or a development kit that is based upon or otherwise a modification of, the Form Simplicity APIs, including being a subset or superset of the Form Simplicity APIs.

B. Disclaimer of Warranties. You acknowledge THAT the Form Simplicity APIs AND THE API SPECIFICATION are provided “AS IS,” without warranty of any kind, and may not be functional on any machine or in any environment. TO THE EXTENT PERMITTED BY APPLICABLE LAW, API Owner DISCLAIMS ALL WARRANTIES RELATING TO THE FORM SIMPLICITY SOLUTION, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES AGAINST INFRINGEMENT OF THIRD-PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. API Owner makes no representations or warranties regarding the suitability of the Form Simplicity APIs OR THE API SPECIFICATION for your intended requirements or purposes, including for use with Your Software Application. Further, API Owner makes no representations or warranties regarding the integrity of data that You TRANSMIT, transfer, store, obtain or receive through use of the Form Simplicity APIs. API Owner is not obligated to maintain or support the Form Simplicity APIs, or to provide you with updates, fixes, or services related thereto. You assume all risk arising from use of the Form Simplicity APIs, including, without limitation, the risk of damage to Your computer system, Software Application, the corruption or loss of data, and compliance with ALL applicable laws and regulations (including laws and regulations related to privacy and data protection).

C. Indemnity. You shall defend, indemnify, and hold harmless API Owner, 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 the Software Application. The Parties agree to comply with the following process when API Owner seeks indemnification under this section and specifically that API Owner is to:- (i) promptly give You written notice of the claim; (ii) give You sole control of the defense and settlement of the claim (provided that You may not settle any claim unless it unconditionally releases API Owner of all liability); and (iii) provide You, at Your cost, all reasonable assistance.

D. Limitation of Liability. TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL API OWNER 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; (III) ANY MATTER BEYOND ITS REASONABLE CONTROL; OR (IV) ANY AMOUNT IN THE AGGREGATE OVER $100.

4. Confidentiality. As used herein, Confidential Information means: - (i) any Feedback that You provide to API Owner pursuant to Section 2.C; and (ii) any API Owner business or technical information that is disclosed to You in connection with this Agreement, including, but not limited to, any information relating to API Owner’s plans, business opportunities, or research and development. Confidential Information excludes any information that- (a) is or becomes generally known to the public other than as a result of Your breach of this Agreement; (b) is rightfully known to You at the time of disclosure without restrictions on use or disclosure; (c) is independently developed by You, without access to or use of any Confidential Information; or (d) is rightfully obtained by You from a third party who has the right to disclose it and who discloses it without restrictions on use or disclosure. You will maintain all Confidential Information in strict confidence and will not disclose Confidential Information to any third party, other than a contractor who needs to know for the purposes of this Agreement and who agrees in writing to treat the Confidential Information on terms no less protective than this Agreement. You will be liable for any such contractor’s failure to treat the Confidential Information in accordance with this Agreement. You will not use Confidential Information, except as necessary for the performance of this Agreement.

5. Term and Termination

A. Term. This Agreement will commence on the date You implement the Form Simplicity APIs or the API Specification and will continue until terminated as provided in Section(s) 5.B or Section 5.C.

B. Termination for Convenience. API Owner may terminate this Agreement for any reason with thirty (30) days’ advance notice to You. API Owner may, in its sole discretion, reinstate Your ability to Use the APIs or API Specification. You may terminate the Agreement at any time by ceasing to Use the Form Simplicity APIs, the API Specification, and disabling Your Software Application’s ability to Use the Form Simplicity APIs.

C. Termination for Breach. API Owner may terminate this Agreement immediately upon written notice if You breach this Agreement. API Owner may, at its sole discretion, reinstate Your ability to Use the APIs or API Specification if You demonstrate that You have remedied any such breach.

D. Emergency Suspension. If API Owner becomes aware of a situation where Your use of the Form Simplicity APIs may unduly disrupt its delivery of the Form Simplicity Solution to third parties (e.g., customers of Form Simplicity) generally, or if API Owner detects unauthorized third party access to the Form Simplicity Solution (collectively referenced herein as an “Emergency”), API Owner may immediately suspend the offending use (and any rights licensed under this Agreement that enable such use). Any such suspension shall be to the minimum extent and duration needed to respond to the Emergency. At its sole discretion, API Owner may reinstate the use (and any rights granted in this Agreement that enable such a use) where the Emergency has been resolved.

E. Survival Upon Termination. Upon termination of this Agreement, Your licenses to the Form Simplicity APIs, and the API Specification under Sections 2.A (Form Simplicity API License) and 2.B (Form Simplicity API Specification License) shall immediately terminate. Notwithstanding the foregoing, Sections 2.C (Feedback License to Form Simplicity), 3 (Warranty, Disclaimer, Indemnity, and Limitation of Liability), 4 (Confidentiality), and 6 (Miscellaneous) will survive any termination of this Agreement.

6. Miscellaneous

A. Injunctive Relief. You acknowledge a violation of this Agreement may cause irreparable harm to API Owner that is not adequately compensable by monetary damages. In addition to other relief, You agree that temporary and permanent injunctive relief may be an appropriate remedy to prevent any actual or threatened violation hereunder.

B. No Support. Unless otherwise agreed to in writing, API Owner shall not be responsible for providing any support, maintenance, or other services (or level of service) to You or a user of the Software Application for the Form Simplicity APIs.

C. Export Laws. You agree to comply fully with all U.S. export laws and regulations to ensure that neither the Form Simplicity APIs nor any technical data related thereto nor any direct product thereof are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.

D. Integration; Order of Precedence. Unless otherwise agreed to in writing between the Parties, this Agreement constitutes the entire agreement and supersedes any prior agreements (including a Form Simplicity Application Programming Interface License Agreement), and any prior or contemporaneous understandings, representations and other communications (whether written or oral) between the Parties with regard to the subject matter hereof. This Agreement may be amended or modified upon 30-days written notice by API Owner to You.

E. Severability. If any provision of this Agreement, or the application thereof, becomes or is declared by a court of competent jurisdiction to be illegal, void or unenforceable, the remainder of this Agreement will continue in full force and effect and the application of such provision will be interpreted so as reasonably to effect the intent of the Parties.

F. Force Majeure. If either Party is prevented from performing, or is unable to perform, any of its obligations under this Agreement due to any cause beyond the reasonable control of the Party invoking this provision (including, without limitation, for causes due to war, fire, earthquake, flood, hurricane, riots, acts of God, internet service provider failures or delays, denial of service attacks, or other similar causes), the affected Party’s performance will be excused and the time for performance will be extended for the period of delay or inability to perform due to such occurrence; provided that, the affected Party:- (i) provides the other Party with prompt notice of the nature and expected duration of the event; (ii) uses commercially reasonable efforts to address and mitigate the cause and effect of such event; (iii) provides periodic notice of relevant developments; and (iv) provides prompt notice of the end of such event.

G. Press Release; References. Unless written approval has been agreed upon between the Parties, neither Party will issue a public statement or press release regarding this Agreement without the prior consent of the other Party. Notwithstanding the foregoing, API Owner, during the term of this Agreement, will be permitted to publicly list You as a partner and you hereby grant API Owner Form Simplicity a license to use Your standard logo for API Owner’s promotional and marketing purposes in connection with this Agreement and your Software Application’s interoperation with the Form Simplicity Solution. Upon API Owner’s prior written request, You will cooperate with API Owner to prepare a written description of Your use of the Form Simplicity Solution or Form Simplicity APIs, and API Owner may provide such description to other prospective customers. API Owner will follow brand usage requirements concerning use of your logo if any are provided to API Owner by You.

H. Form Simplicity’s Right of Modification. At API Owner’s discretion, API Owner may modify the terms of this Agreement upon thirty (30) days’ notice to You. If You continue using Form Simplicity’s APIs after the date such modifications become effective, you will be deemed to have accepted the modifications. If you do not wish to accept such modifications, you may terminate this Agreement in accordance with Section 5.B.

I. Assignment. You may not assign this Agreement in its entirety, whether by operation of law or otherwise, with the prior written consent of Form Simplicity (not to be unreasonably withheld). Any attempt to assign Your rights or obligations under this Agreement in breach of this section will be void and of no effect. API Owner may assign this Agreement in its entirety whether by operation of law or otherwise without Your prior written consent.

J. Implied License and Estoppel. Nothing in this Agreement shall be construed as granting a license via the doctrines of Implied License or Legal Estoppel to rights beyond what is expressly granted under this Agreement. Further, nothing in this Agreement shall be deemed a waiver of API Owner’s intellectual property rights in the Form Simplicity Solution, or other Form Simplicity technologies. These intellectual property rights are reserved to API Owner. Through agreeing to the terms of this Agreement, You acknowledge that You are only licensed to the rights expressly enumerated in this Agreement and that the actions of the parties and/or the consideration granted under this Agreement is solely for these rights and for no others.

K. Governing Law and Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida, and any action to enforce, interpret, or construe for breach hereof shall be brought exclusively in the state or federal courts sitting in Orange County, Florida. The parties expressly waive any objections to the personal jurisdiction or venue of such courts.