Under the Terms, (a) "WHOOP" means Whoop, Inc., a Delaware corporation with principal offices at 1325 Boylston St. #401, Boston, MA 02215; and (b) “Company” means anyone accessing or using the WHOOP APIs. Each of WHOOP and Company may be referred to herein separately as a “Party” and collectively as the “Parties.”
1. Use of WHOOP APIs
- Acceptance of the Terms. By entering into the Terms and using the APIs, Company represents and warrants that Company is not a person barred from using or receiving the APIs under the laws of the United States or other countries (including the country in which Company is a resident or from which Company uses the APIs). Company agrees to comply with the Terms and that the Terms control Company’s relationship with WHOOP with respect to the APIs. If Company uses the APIs as an interface to, or in conjunction with other WHOOP products or services, then the terms for those other products or services also apply.
- Registration. In order to access and/or continue to use certain APIs, Company may be required to provide WHOOP with certain information from time to time (such as identification or contact details). Any such information must always be accurate and up to date, and Company agrees to promptly inform WHOOP of any updates to such information. If required, once approved to access and/or continue to use the APIs, Company is authorized to use the APIs to develop Company Applications subject at all times to the restrictions, conditions, and limitations in the Terms.
- Permitted Access. Company will only access (or attempt to access) any API by the means described in the documentation of that API. If WHOOP assigns Company developer credentials (e.g., client IDs), Company must use them with the applicable APIs. Company will not misrepresent or mask either Company identity or Company Applications’ identity when using the APIs or developer accounts. Company will not share Company credentials with any other developer or use them for more than one Application.
- API Limitations. WHOOP may set and enforce limits on Company’s use of the APIs (e.g., limiting the number of API requests that Company may make, or the number of users Company may serve), in WHOOP’s sole discretion. Company agrees to abide by, and will not attempt to circumvent, such limitations documented with each API. If Company would like to use any API beyond these limits, Company must obtain the prior written consent of WHOOP (and WHOOP may decline such request or condition acceptance on Company’s agreement to additional terms and/or charges for that use), which may be requested by contacting WHOOP at firstname.lastname@example.org.
- Monitoring. COMPANY AGREES THAT (I) WHOOP MAY (A) MONITOR USE OF THE APIS; AND (B) USE INFORMATION COLLECTED FROM SUCH MONITORING FOR ANY BUSINESS PURPOSE, INTERNAL OR EXTERNAL, INCLUDING WITHOUT LIMITATION TO ENSURE QUALITY, IMPROVE WHOOP PRODUCTS AND SERVICES, PROVIDE DEVELOPER SUPPORT, OR OTHERWISE; AND (II) COMPANY WILL NOT INTERFERE WITH SUCH MONITORING. Monitoring may include WHOOP accessing and using Company Applications (e.g., to identify security issues that could affect WHOOP or its members). WHOOP may suspend access to the APIs by Company or Company Applications without notice if WHOOP reasonably believes that Company is in violation of the Terms.
- Open-Source Software. Certain software required by or included in the APIs may be open-source software governed by an open-source license. Any such open-source software is licensed under the terms of the end-user license that accompanies such open-source software. Nothing in this Agreement limits Company’s rights under, or grants Company rights that supersede, the terms and conditions of the applicable end-user license for such open-source software.
- HIPAA. Unless otherwise agreed in writing by WHOOP, WHOOP makes no representations that the APIs satisfy any obligations or meet any requirements under the Health Insurance Portability and Accountability Act, as amended ("HIPAA"), and does not intend use of the APIs to create any obligations under HIPAA. If Company is (or becomes) a "covered entity" or "business associate" (each as defined under HIPAA) Company agrees that it will not use the APIs for any purpose or in any manner involving transmitting Protected Health Information (as defined by HIPAA) unless Company has received prior written consent to such use from WHOOP. Company is solely responsible for any applicable compliance with HIPAA and agrees to hold WHOOP harmless for any uses contrary to this provision.
- Non-Exclusivity. The APIs are provided on a non-exclusive basis. Company acknowledges that WHOOP and other users of the APIs may develop products or services that may be similar to or may compete with Company Applications, products or services.
- Ownership. By using the APIs, Company does not acquire ownership of any rights in the APIs or the content that is accessed through the APIs. WHOOP does not acquire ownership in Company Applications.
- Changes to APIs; Technical Support. WHOOP may modify, remove or add portions of, or otherwise update the APIs from time to time in WHOOP’s sole discretion. WHOOP has no obligation to (i) ensure that any update of the APIs continues to be compatible with Company Applications; or (ii) provide any type of technical or other support for the APIs.
- Pricing. Access to and use of the APIs is currently provided at no charge. In the event WHOOP decides to start charging for use of the APIs in the future, WHOOP will provide Company with prior notice.
- Suggestions. Company may choose to provide WHOOP with feedback, suggestions or comments regarding the APIs or the WHOOP Platform, or Company’s use thereof (collectively, “Suggestions”). Company agrees that WHOOP will be free to use, copy, modify, create derivative works, distribute, publicly display, publicly perform, grant sublicenses to, and otherwise exploit in any manner any such Suggestions, for any and all purposes, with no obligation of any kind to Company.
2. Company Applications
- End User Authorization and Consent. Company Applications must (i) be expressly authorized by each end user of the Application (an “End User”) prior to Company accessing any of such End User’s data from the WHOOP Platform; (ii) allow the End User to access such End User's data that Company has collected via the APIs at the request of such End User; and (iii) provide easily accessible End User support contact information. Company represents, warrants and covenants that it prior to Company accessing any of such End User’s data from the WHOOP Platform (a) it has obtained all necessary and appropriate consents required by all applicable laws, regulations or rules, including without limitation all federal, state, local, and international privacy and data security related laws and regulations that are, or which may in the future be, applicable to information identifying or relating to a particular individual, including information referred to as “personally identifiable information” or “personal information” and other data (such laws, regulations or rules, collectively, “Data Privacy Laws”), to allow Whoop to provide such End User data to Company; and (b) it will use such End User data in compliance with all applicable laws, regulations or rules, including without limitation all Data Protection Laws.
- Application Support. Company is responsible for providing all customer and technical support and maintenance for Company Applications.
- Application Security. Company agrees (i) that Company is fully responsible for the security of End User information in connection with Company Applications; (i) to use commercially reasonable and appropriate administrative, technical, and physical measures to protect End User information collected by Company Applications, including End User personal information, from unauthorized access or use; (ii) to ensure that any WHOOP data or information is encrypted (in transit and at rest) and transmitted over a secure, encrypted channel (e.g., HTTPS); and (iii) to promptly report to End Users any unauthorized access or use of such information (a “Security Incident”) to the extent required by applicable law. Company must notify WHOOP of any Security Incident as soon as possible, but in any event without undue delay after the discovery of such Security Incident by contacting WHOOP at email@example.com.
- Advertisements. Company must not use WHOOP data in any advertisements without the prior written consent of WHOOP. Company advertisements may not be displayed in any manner that suggests approval or endorsement by WHOOP.
3. Restrictions; Confidentiality
- API Prohibitions. When using the APIs, Company is responsible for all use that occurs under Company’s credentials, and Company may not (or allow those acting on Company’s behalf to):
- Impose any terms on End Users that are inconsistent with the Terms.
- Sell, rent, lease, redistribute, or syndicate access to any services WHOOP makes available through the APIs; provided that Company is not prohibited from charging a fee for the provision of functionality not provided by the WHOOP Platform in Company Applications.
- Market, sell, license or lease data transferred or accessed through the API, directly or indirectly, to any third party even if an End User consents to such use.
- Sublicense any API for use by a third party.
- Create any Applications that function substantially the same as the APIs.
- Introduce or distribute any viruses, worms, defects, Trojan horses, spyware, malware, or any items of a malicious or destructive nature.
- Distribute unsolicited advertising or promotions, send messages, make comments, or initiate any other unsolicited direct communication with anyone.
- Use the APIs in, or in connection with, any application, website or other product or service that includes content that is (A) defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive; or (B) promotes or facilitates online gambling, disruptive commercial messages or advertisements.
- Interfere with, overburden, disrupt or otherwise impair the APIs or the servers or networks providing the APIs.
- Reverse engineer or attempt to extract any WHOOP algorithm or the source code from any API or any related software, except to the extent that this restriction is expressly prohibited by applicable law.
- Use the APIs to process or store any data that is subject to the International Traffic in Arms Regulations maintained by the U.S. Department of State or U.S. Export Administration Regulations maintained by the U.S. Department of Commerce.
- Remove, obscure, or alter any WHOOP terms of service or any links to or notices of those terms.
- Compete, directly or indirectly, with WHOOP or its products and services (including the WHOOP Platform) in any manner.
- Disparage WHOOP or participate in activities perceived as detrimental or harmful to WHOOP, its business or reputation.
- Developer credentials (such as passwords, keys, and client IDs) are intended to be used by Company and identify Company Applications. Company will keep Company credentials confidential and shall not allow other Applications to use Company credentials. Developer credentials may not be embedded in open-source projects. If Company believes an unauthorized person has gained access to Company credentials, Company must notify WHOOP as soon as possible at firstname.lastname@example.org.
- WHOOP communications to Company and the APIs may contain Confidential Information. Company agrees not to disclose any Confidential Information to any third party without the prior written consent of WHOOP. “Confidential Information” includes, without limitation, all financial, business, legal and technical information of WHOOP or any of its affiliates, suppliers, customers and employees (including information about research, development, operations, marketing, transactions, regulatory affairs, discoveries, inventions, methods, processes, articles, materials, algorithms, software, specifications, designs, drawings, data, strategies, plans, prospects, know-how and ideas, whether tangible or intangible), that is marked or otherwise identified as proprietary or confidential at the time of disclosure, or that by its nature would be understood by a reasonable person to be proprietary or confidential, including all copies, abstracts, notes, summaries, analyses and other derivatives thereof. Confidential Information does not include information that Company independently developed, that was rightfully given to Company by a third party without confidentiality obligation, or that becomes public through no fault of Company. Company may disclose Confidential Information when compelled to do so by law if Company provides WHOOP reasonable prior notice (to the extent legally permissible).
4. WHOOP Data
- WHOOP Data Accessible Through the APIs. The APIs contain user information, including End User personal information, WHOOP calculations and analysis, as well as some third-party content such as text, images, videos, audio, or software (“WHOOP Data”). WHOOP Data is the sole responsibility of the person that makes it available. In WHOOP’s sole discretion, WHOOP may sometimes review WHOOP Data to determine whether it is illegal or violates any WHOOP policies or the Terms, and WHOOP may remove or refuse to display WHOOP Data. Finally, WHOOP Data accessible through the APIs may be subject to intellectual property rights, and, if so, Company may not use it unless Company is licensed to do so by the owner of that WHOOP Data or are otherwise permitted by law. Company’s access to the WHOOP Data provided by the APIs may be restricted, limited, or filtered in accordance with applicable law, regulation, and policy.
- Prohibitions on WHOOP Data. Unless expressly permitted by the WHOOP Data owner or by applicable law, Company will not, and will not permit Company’s End Users or others acting on Company’s behalf to, do the following with WHOOP Data returned from the APIs:
- Expose WHOOP Data to other users or to third parties without explicit opt-in consent from the user that provided the WHOOP Data and in accordance with the Terms;
- Scrape, build databases, or otherwise create permanent copies of WHOOP Data, or keep cached copies longer than permitted by the cache header;
- Copy, translate, modify, create a derivative work of, sell, lease, lend, convey, distribute, publicly display, or sublicense to any third party;
- Misrepresent the source or ownership; or
- Remove, obscure, or alter any copyright, trademark, or other proprietary rights notices; or falsify or delete any author attributions, legal notices, or other labels of the origin or source of material.
5. WHOOP Brand
- Use Restrictions. Subject to the Terms, WHOOP hereby grants to Company a nontransferable, nonsublicenseable, nonexclusive license while the Terms are in effect to display the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of WHOOP (collectively, the “Brand Elements”) for the sole purpose of promoting or advertising that Company uses the APIs. Company agrees to (i) display any attribution(s) required by WHOOP as described in the documentation for the API; (ii) only use the WHOOP Brand Elements in accordance with the Terms and for the purpose of fulfilling Company’s obligations under this Section; (iii) abide by any additional Brand Elements usage guidelines. Company understands and agrees that WHOOP has the sole discretion to determine whether Company’s attribution(s) and use of the Brand Elements are in accordance with the above requirements and guidelines. Except where expressly stated, the Terms do not grant Company any right, title, or interest in or to the Brand Elements.
- Publicity. Company will not make any statement, press release, or other announcement that references WHOOP or the APIs without the prior written approval of WHOOP.
- Promotions and Marketing. In the course of promoting, marketing, or demonstrating the APIs Company is using and the associated WHOOP products, WHOOP may produce and distribute incidental depictions, including screenshots, video, or other content from Company Applications, and may use Company or product name. Company grants WHOOP all necessary rights for the above purposes.
6. WHOOP Privacy and Security
- WHOOP Security. WHOOP is responsible for protecting the security of End User personal information in its possession and will maintain commercially reasonable and appropriate administrative, technical, and physical procedures to protect all the End User personal information that is stored on WHOOP servers from unauthorized access and accidental loss or modification. If Company believes it has identified a security vulnerability, Company must notify the WHOOP security team as soon as possible at email@example.com.
- Termination. Company may stop using the APIs at any time. To terminate the Terms, Company must provide WHOOP with written notice. WHOOP reserves the right to terminate the Terms with Company or discontinue the APIs or any portion or feature or Company’s access thereto for any reason and at any time without liability or other obligation to Company. Upon any termination of the Terms or if Company’s access to an API is discontinued, Company must immediately stop using the applicable APIs, cease all use of the Brand Elements, and delete any cached or stored content that was permitted under the Terms. WHOOP may independently communicate with any account owner whose account(s) are associated with Company Applications and developer credentials to provide notice of the termination of Company’s right to use an API.
- WARRANTIES. WHOOP PROVIDES THE APIS "AS IS" AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND AND DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS, AND FITNESS FOR A PARTICULAR PURPOSE.
WHOOP, ITS AFFILIATES AND PARTNERS, AND ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS, MAKE NO WARRANTIES OR REPRESENTATIONS (I) THAT THE APIS WILL MEET COMPANY OR COMPANY’S END USERS’ REQUIREMENTS, OR THOSE OF COMPANY APPLICATIONS, (ii) THAT COMPANY’S USE OF THE APIS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THAT ANY ERRORS IN THE APIS WILL BE CORRECTED AND/OR (IV) ABOUT THE WHOOP DATA (INCLUDING THE END USER WHOOP DATA OR OTHER CONTENT) OR SERVICES, INCLUDING BUT NOT LIMITED TO ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS, OR RELIABILITY. TO MAXIMUM THE EXTENT PERMITTED BY LAW, WHOOP EXCLUDES AND DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, GUARANTEES, CONDITIONS, REPRESENTATIONS, AND UNDERTAKINGS.
- WAIVER OF DAMAGES; LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCE WILL WHOOP, ITS AFFILIATES OR PARTNERS, OR ITS AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS BE LIABLE OR RESPONSIBLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR COMPANY’S USE OF THE APIS, THE WHOOP PLATFORM OR THE BRAND ELEMENTS, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THE TERMS IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. IN ANY EVENT, THE AGGREGATE LIABILITY OF WHOOP UNDER THE AGREEMENT WILL NOT EXCEED THE GREATER OF (I) THE FEES COMPANY PAID TO WHOOP FOR USE OF THE APIS IN THE LAST YEAR OR (II) ONE HUNDRED DOLLARS ($100).
- Indemnification. To the maximum extent allowed by law, Company will defend, indemnify and hold harmless WHOOP, WHOOP, its affiliates and its and their directors, officers, employees, agents, users, licensors and partners, against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding arising out of or in connection with (i) Company’s use of the APIS, the WHOOP Platform, or the Brand Elements other than as expressly allowed by this Agreement; (ii) Company’s breach or alleged breach of any of the terms, conditions, representations, warranties or covenants under the Terms; (iii) Company’s applications or business; (iv) Company’s negligence, willful misconduct or fraud; or (v) any content or data, including WHOOP Data, routed into or used with the APIs by Company, those acting on Company’s behalf, or End Users.
- Allocation of Risk. The parties acknowledge that the terms of this Section reflect the allocation of risk set forth in the Terms and that the parties would not have entered into the Terms without these waivers, limitations of liability and indemnities.
9. General Provisions
- Modification. Upon notice to Company, WHOOP may modify the Terms or any portion to, for example, reflect changes to the law or changes to the APIs. If Company does not agree to the modified Terms for an API, Company should discontinue its use of that API. Company’s continued use of the API constitutes acceptance of the modified Terms.
- U.S. Federal Agency Entities. The APIs were developed solely at private expense and are commercial computer software and related documentation within the meaning of the applicable U.S. Federal Acquisition Regulation and agency supplements thereto.
- Miscellaneous. The Terms do not create any third-party beneficiary rights or any agency, partnership, or joint venture. WHOOP is not liable for failure or delay in performance to the extent caused by circumstances beyond WHOOP’s reasonable control. No waiver or failure to exercise any option, right, or privilege under the Terms on any occasion or occasions shall be construed to be a waiver of the same or any other option, right or privilege on any other occasion. Nothing in the Terms will limit either Party's ability to seek injunctive relief.
- Assignment. Neither Party may assign the Terms without the prior written consent of the other Party; provided that WHOOP may, without Company’s consent, assign the Terms (i) to an affiliate or (ii) in connection with a merger, acquisition, corporate reorganization, or sale of all, or substantially all of WHOOP’s assets. In the case of any permitted assignment or transfer of or under the Terms, the Terms or the relevant provisions shall inure to the benefit of and be binding upon the Parties’ respective executors, heirs, representatives, administrators and assigns.
- Entire Agreement; Severability. The Terms constitute the entire agreement of the Parties relating to the subject matter of the Terms, represents the exclusive understanding of the Parties, either oral or written, and supersedes any prior written or oral agreement, representations and discussions between the Parties regarding its subject matter. If for any reason a court of competent jurisdiction finds any provision of the Terms to be unenforceable, that provision will be enforced to the maximum extent permissible so as to effect the intent of the Parties, and the remainder the Terms will continue in full force and effect.
- Choice of Law/Venue. The Terms will be governed by and construed in accordance with the laws of the Commonwealth of Massachusetts and the Parties agree to submit to the exclusive jurisdiction of the courts located in Suffolk county in Massachusetts.
- Surviving Provisions. Those terms that by their nature are intended to continue indefinitely will continue to apply following any termination of these Terms.