API & Webhook License Terms

By accessing or using the API provided by Bask Health, Inc. (“we”, “our”, “us”, or “Bask”), you agree to these API Terms of Use (“Terms”). Bask reserves the right to update and modify change the Terms by posting updates and changes here: bask.health/legal/api.

1. You may not use the Bask API and may not accept the Terms if (a) you are not of legal age to form a binding contract with Bask, or (b) you are a person barred from using or receiving the Bask API under the applicable laws of the United States or the country in which you are resident or from which you use the Bask API.

2. If you are accessing or using the Bask API on behalf of an entity, you represent and warrant that you have the authority to bind that entity to the Terms and by accepting the Terms, you are doing so on behalf of that entity.

3. You may only access Bask API pursuant to express authorization and only for the purposes in connection with such authorization.

4. You must keep API credentials and all login information for your Bask API access secure, and you may not share such information with any third party.

Subject to the Terms, Bask grants you a worldwide, non- exclusive, royalty-free, non-transferable, non-sublicensable, revocable, and limited license to use and make calls to the Bask API solely in connection with developing, implementing, and distributing your application that interoperates or integrates with Bask’s software platform, and solely in the manner described in the Terms and in the technical documentation contained in the Bask API.

When using the Bask API, you will (and will ensure that your employees, agents, and service providers will):

1. Only use the Bask API to develop and distribute applications or content for your use or a Bask customer’s use with the Bask software platform.

2. Restrict disclosure of the API credentials to agents, employees, or service providers who require access to use, maintain, implement, correct, or update your application in accordance with the Terms, and who are subject to confidentiality obligations equal to or greater than those in the Terms.

3. Not distribute, sell, lease, rent, lend, transfer, assign, or sublicense any rights granted by the Terms to any third party.

4. Not use or access the Bask API or the Bask software platform to monitor availability, performance, or functionality, or for benchmarking purposes.

5. Not remove or destroy any copyright notices, proprietary markings, or confidentiality notices associated with the Bask API.

6. Not interfere with, disrupt, harm, damage, or access in an unauthorized manner the servers, security, networks, data, applications, or services of Bask or any third party.

7. Not circumvent Bask API restrictions or technological measures intended to prevent direct database access or create tools to do so.

8. Not modify, translate, reverse engineer, disassemble, reconstruct, decompile, copy, or create derivative works of the Bask API, Bask customer data or the Bask software platform.

9. Not replicate products or services offered by Bask or any Bask-related entity without written authorization.

10. Not develop applications that excessively burden the Bask system or distribute spyware, adware, or other objectionable programs.

11. Not develop an application whose primary purpose is to migrate Bask customers off of Bask.

12. Not use the Bask API to develop or distribute applications in furtherance of criminal, fraudulent, or unlawful activity.

13. Not request more data than needed for your Application’s functionality or beyond permissions granted.

14. Not falsify or alter any unique identifier in your Application or obscure the source of queries.

15. Not include code in your application that performs unrelated operations, including cryptocurrency mining.

Bask may set and enforce limits on your use of the Bask API, such as limiting the number of requests you can make or the number of Bask customers you may serve, at its sole discretion. If you wish to exceed these limits, you must obtain Bask’s express written consent. Bask may deny your request or require you to agree to additional terms or fees.

Some software packages, libraries, or components used in or included with the Bask API may be licensed under open source software licenses. If an open source license explicitly overrides the Terms, your use, reproduction, and distribution of that component is governed by the applicable open source license, not by this section.

Bask reserves the right to modify, update, suspend, or discontinue API access for any reason with or without notice, at Bask’s sole discretion. You must implement and use the most current version of the Bask API and make any changes to your application that are requested as a result of Bask modifications to its API. Modifications may adversely affect the manner in which your application accesses or communicates with the Bask API. Your continued access or use of the Bask API following an update or modification will constitute binding acceptance of the modification(s).

When using the Bask API, you agree to (and will ensure that your employees, agents, and service providers will agree to):

1. Implement appropriate security measures to protect any personal or sensitive data obtained through the API.

2. Comply with all applicable local, state, provincial, national or international laws or regulations applicable data protection laws, including CCPA, HIPAA, GDPR, or other regional regulations.

3. You acknowledge that Bask may monitor how you use the Bask API to maintain service quality, enhance its products and services, and confirm your adherence to the terms. This may involve Bask accessing your application to detect potential security risks that could impact Bask or its users. You must not obstruct this monitoring. Bask is permitted to use any necessary technical methods to bypass such interference. If Bask reasonably suspects a breach of the terms, it may suspend your or your application's API access without prior notice.

Bask may conduct audits or assign a third-party auditor (under confidentiality obligations) to review your application, systems, and records to ensure you’re following the Terms. If Bask requests it, you must supply evidence that your application complies with the Terms.

1. All intellectual property rights in the API, its documentation, Bask’s products and services, and related materials remain with Bask. If any of this property is created by you and it is not automatically owned by Bask, you agree to transfer all rights to Bask, including the right to take legal action for any violations. You do not obtain any ownership rights except for the limited license granted under this Agreement.

2. Bask does not claim ownership of your application, which remains your property.

If you provide any feedback to Bask about the Bask API or Bask’s products and services (including identifying errors or suggesting improvements), you assign all rights, title, and interest in that feedback to Bask. Bask may use, reproduce, disclose, and exploit the feedback freely, without attribution, payment, or restriction. This includes using feedback to improve the Bask API or its products and services and to develop new products or services. Bask will treat all feedback as non- confidential and non-proprietary. Do not submit feedback that you consider confidential or proprietary.

The Bask API and Bask services are provided “as-is.” Bask does not make any guarantees or promises about them. Bask also disclaims any implied warranties, including those related to non-infringement, merchantability, or fitness for a particular purpose.

Bask will not be responsible for any direct, indirect, incidental, special, consequential, or exemplary damages. This includes losses related to profits, goodwill, data, or other intangible losses. If Bask is found liable for any reason under the Terms, its total liability to you will be limited to $100.00 USD. This limit applies to all types of legal claims, including breach of contract, breach of warranty, negligence, strict liability, misrepresentation, and other torts.

You agree to indemnify and hold harmless Bask from any claims, damages, or liabilities, including reasonable attorneys’ fees, arising from your misuse of the API or your violations of these Terms, your negligence, or your violations of law.

Both parties agree that the other party may receive ("Receiving Party") confidential or proprietary information from the other ("Disclosing Party"). This information is considered confidential if it's labeled as such or if it's reasonable to assume it should be treated as confidential, even if it's not explicitly marked (“Confidential Information”). For example, the Bask API and its credentials are always considered Bask’s Confidential Information.

1. However, information is not considered confidential if the Receiving Party can show that:

   1. It was already public or becomes public without their fault.
   2. They already knew it before receiving it.
   3. They developed it independently without using the Disclosing Party’s confidential info.
   4. They got it legally from someone else who wasn’t bound by confidentiality.

2. The Receiving Party can only disclose Confidential Information to fulfill their responsibilities under these Terms. They must take reasonable steps to protect it—at least as carefully as they protect their own Confidential Information. They can share it only with employees, agents, or service providers who need it to do their job and are bound by similar confidentiality rules, or if required by law or court order. If legally allowed, they must notify the Disclosing Party and try to keep the information protected.

3. The Receiving Party is responsible for ensuring their affiliates, employees, and service providers follow these rules. If asked, they must securely delete or destroy all copies of the Confidential Information, except archived versions, which must still be protected.

Bask can suspend or end access to its API at any time, for any reason. Upon termination, you must immediately cease all use of the API and delete related data, except as required by law. Any and all rights or licenses granted to you under these Terms will end immediately.

These Terms shall be governed by and interpreted under the laws of the State of New York, United States of America, without regard to conflicts of law principles.

This Dispute Resolution by Binding Arbitration section is referred to in these Terms as the “Arbitration Agreement.” You agree that any and all disputes or claims that have arisen or may arise between you and Bask, whether arising out of or relating to these Terms (including any alleged breach thereof) Bask’s services, any advertising, or any aspect of the relationship or transactions between us, will be resolved exclusively through final and binding arbitration, rather than a court, in accordance with the terms of this Arbitration Agreement, except that you may assert individual claims in small claims court, if your claims qualify. Further, this Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state, or local agencies, and such agencies can, if the law allows, seek relief against us on your behalf. You agree that, by entering into these Terms, you and Bask are each waiving the right to a trial by jury or to participate in a class action. Your rights will be determined by a neutral arbitrator, not a judge or jury. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.

YOU AND BASK AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND BASK AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIMS, EXCEPT THAT YOU MAY PURSUE A CLAIM FOR AND THE ARBITRATOR MAY AWARD PUBLIC INJUNCTIVE RELIEF UNDER APPLICABLE LAW TO THE EXTENT REQUIRED FOR THE ENFORCEABILITY OF THIS PROVISION.

Bask is always interested in resolving disputes amicably and efficiently, and most customer concerns can be resolved quickly and to the customer’s satisfaction by emailing customer support at care@bask.health. If such efforts prove unsuccessful, either party can seek arbitration. During the arbitration, the amount of any settlement offer made by Bask or you will not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or Bask is entitled.

Arbitration proceedings will take place in New York, New York before a neutral single arbitrator, whose decision will be final. The arbitration proceedings will be administered by JAMS under its Comprehensive Arbitration Rules and Procedures then in effect.  Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.  The Bask and you will undertake to keep confidential all awards in their arbitration, together with all materials in the proceedings created for the purpose of the arbitration and all other documents produced by another party in the proceedings not otherwise in the public domain, save and to the extent that disclosure may be required of a party by legal duty, to protect or pursue a legal right or to enforce or challenge an award in legal proceedings before a court or other judicial authority. Notwithstanding the foregoing, Bask shall be entitled to seek injunctive or equitable relief from a court of competent jurisdiction without the necessity of posting bond or proving actual damages.

Payment of all filing, administration, and arbitrator fees (collectively, the “Arbitration Fees”) will be governed by the JAMS Rules, unless otherwise provided in this Arbitration Agreement. To the extent any Arbitration Fees are not specifically allocated to either Bask or you under the JAMS Rules, Bask and you shall split them equally; provided that if you are able to demonstrate to the arbitrator that you are economically unable to pay your portion of such Arbitration Fees or if the arbitrator otherwise determines for any reason that you should not be required to pay your portion of any Arbitration Fees, Bask will pay your portion of such fees. In addition, if you demonstrate to the arbitrator that the costs of arbitration will be prohibitive as compared to the costs of litigation, Bask will pay as much of the Arbitration Fees as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive. Any payment of attorneys’ fees will be governed by the JAMS Rules.

All aspects of the arbitration proceeding, and any ruling, decision, or award by the arbitrator, will be strictly confidential for the benefit of all parties.

If a court or the arbitrator decides that any term or provision of this Arbitration Agreement (other than the Section 17.2 above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” above) is invalid or unenforceable, the parties agree to replace such term or provision with a term or provision that is valid and enforceable and that comes closest to expressing the intention of the invalid or unenforceable term or provision, and this Arbitration Agreement will be enforceable as so modified. If a court or the arbitrator decides that any of the provisions of Section 17.2 above titled “Prohibition of Class and Representative Actions and Non-Individualized Relief” are invalid or unenforceable, then the entirety of this Arbitration Agreement will be null and void, unless such provisions are deemed to be invalid or unenforceable solely with respect to claims for public injunctive relief. The remainder of these Terms will continue to apply.

Notwithstanding any provision in these Terms to the contrary, Bask agrees that if it makes any future change to this Arbitration Agreement (other than a change to the Notice Address) while you are a user of Bask API, you may reject any such change by sending Bask written notice within thirty (30) calendar days of the change to the Notice Address provided above. By rejecting any future change, you are agreeing that you will arbitrate any dispute between us in accordance with the language of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

Both parties are independent contractors. This means neither one is an agent or representative of the other, and neither can make agreements or take on obligations on behalf of the other. The agreement doesn’t create a partnership, joint venture, or agency relationship.

This agreement doesn’t prevent either party from working with others on similar projects, as long as doing so doesn’t violate the terms—especially confidentiality rules.

If either party doesn’t enforce a part of the agreement, that doesn’t mean they’ve given up their right to do so later. Any waiver must be in writing and signed.

These Terms apply to both parties and their legal successors. Bask can assign its rights and obligations under these Terms without notification. You cannot assign your rights or obligations without Bask’s written permission.

You agree not to bring patent infringement claims against Bask or its related entities in connection with Bask’s products or services, including the Bask API.

Bask is allowed to develop, acquire, or market products or services that may compete with your offerings—even if they’re similar—as long as Bask doesn’t use your Confidential Information to do so.

This Agreement represents the entire understanding between the parties regarding API usage and supersedes any prior agreements.

By accessing or using the Bask API, you acknowledge that you have read, understood, and agreed to be bound by these Terms.