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QuoteWerks Developer Terms

These Terms govern your access to and use of QuoteWerks Developer Services, including the REST API and writeback functionality, Webhooks, Zapier, scripting capabilities, developer credentials, and related tools.

Please review these Terms carefully before requesting or using QuoteWerks Developer Services.

Last Updated: July 6, 2026

QuoteWerks Developer Terms

These QuoteWerks Developer Terms (the “Terms”) are an agreement between Aspire Technologies, Inc., a Florida corporation with offices in Orlando, Florida (“Aspire,” “QuoteWerks,” “we,” “us,” or “our”), and the individual or organization accepting these Terms (“Developer,” “you,” or “your”).

“Developer,” “you,” and “your” means the individual accepting these Terms or, if that individual accepts these Terms on behalf of a company or other legal entity, that company or legal entity.

These Terms govern your access to and use of the QuoteWerks Developer Services.

By electronically accepting these Terms, you:

  1. acknowledge that you have read and agree to these Terms;
  2. represent that the information provided in your developer request is accurate;
  3. represent that you are at least eighteen (18) years old; and
  4. if accepting on behalf of a company or other organization, represent that you have authority to bind that company or organization to these Terms.

These Terms become effective on the date you electronically accept them (the “Effective Date”). No signature or countersignature by Aspire is required.

If you do not agree to these Terms or do not have authority to accept them, do not request or use the Developer Services.

1. Developer Services

For purposes of these Terms, “Developer Services” means the developer interfaces, functionality, credentials, and materials that Aspire makes available for integrating with, extending, or automating QuoteWerks, including, where available:

  • the QuoteWerks Web REST API, including read access and write or writeback functionality;
  • QuoteWerks Web Webhooks;
  • the QuoteWerks Zapier integration, including triggers, actions, searches, and other automation functionality;
  • QuoteWerks Web and QuoteWerks Desktop scripting capabilities;
  • the QuoteWerks Desktop COM-based Application Programming Interface;
  • developer keys, API keys, access tokens, authentication credentials, and related authorization mechanisms;
  • SDKs, documentation, sample source code, and other developer materials; and
  • other developer interfaces or functionality that Aspire may make available from time to time.

The software, service, integration, workflow, automation, or other solution that you create, configure, or operate using the Developer Services is referred to as the “Developer Application.”

The Developer Services and associated materials are provided electronically unless Aspire determines otherwise.

2. Limited Right to Use the Developer Services

Subject to these Terms, Aspire grants you a limited, revocable, non-exclusive, non-transferable right to use the Developer Services solely to develop, test, operate, and support integrations, applications, workflows, or automations involving QuoteWerks.

Your access to the Developer Services does not transfer ownership of QuoteWerks, any Developer Service, API, endpoint, webhook, Zapier functionality, scripting capability, SDK, documentation, sample code, or other Aspire intellectual property.

Except for the limited rights expressly granted under these Terms, no rights are granted by implication, estoppel, or otherwise.

3. API and Developer Service Governance

Aspire may modify, version, limit, suspend, deprecate, replace, or discontinue any Developer Service at any time, including:

  • APIs and endpoints;
  • request and response formats;
  • fields, objects, and data structures;
  • authentication and authorization methods;
  • read and write functionality;
  • writeback functionality;
  • webhook events and payloads;
  • Zapier triggers, actions, searches, and related functionality;
  • scripting capabilities;
  • SDKs and sample source code; and
  • related documentation.

Aspire may also impose or change:

  • rate limits;
  • usage thresholds;
  • authentication requirements;
  • permission requirements;
  • security controls; and
  • other technical or operational restrictions.

You are responsible for monitoring changes to the Developer Services and maintaining compatibility between your Developer Application and QuoteWerks.

Continued use of a modified Developer Service constitutes acceptance of the technical and operational changes to that Developer Service.

4. No Service Level Commitment

The Developer Services are provided on an “as available” basis.

Aspire makes no service level commitment or guarantee concerning:

  • uptime;
  • availability;
  • response times;
  • processing times;
  • delivery times;
  • continued availability of any particular Developer Service or functionality; or
  • backward compatibility.

Developer Services may be delayed, unavailable, interrupted, modified, restricted, suspended, or discontinued.

You assume the risks associated with relying on the Developer Services for production, business-critical, or commercial purposes.

5. Usage Limits, Monitoring, and Suspension

Aspire may monitor your use of the Developer Services and may impose rate limits, usage thresholds, or other technical controls.

Aspire may immediately throttle, restrict, or suspend access, with or without prior notice, when Aspire reasonably believes that your use of the Developer Services:

  • creates excessive or abnormal traffic;
  • threatens the security, stability, availability, or performance of QuoteWerks or the Developer Services;
  • violates these Terms;
  • attempts to circumvent a technical, licensing, authorization, or security restriction;
  • may expose Aspire or a QuoteWerks customer to risk;
  • is fraudulent, abusive, deceptive, or unlawful; or
  • otherwise requires immediate action to protect Aspire, QuoteWerks, its customers, or other users.

Aspire will have no liability arising from any such limitation, restriction, or suspension.

Suspension or restriction of access under this section does not prevent Aspire from exercising any termination rights available under these Terms.

6. Developer Keys and Credential Security

You must implement commercially reasonable administrative, technical, and physical safeguards to protect:

  • developer keys;
  • API keys;
  • access tokens;
  • authentication credentials; and
  • other secrets used to access the Developer Services.

You may not:

  • publicly disclose credentials;
  • embed credentials in publicly accessible source code;
  • share credentials outside your organization or outside the authorized users for whom they were issued;
  • sell, sublicense, or transfer credentials; or
  • permit unauthorized parties to use your credentials.

You are responsible for all activity performed using credentials issued to you or your organization.

You must promptly disable, revoke, replace, or report any credential that you know or reasonably suspect has been compromised.

7. Customer Authorization

You may access, create, modify, or delete QuoteWerks data only when you have appropriate authorization to do so.

You are responsible for ensuring that:

  • your Developer Application accesses only data it is authorized to access;
  • users understand what data your Developer Application will read, create, modify, transmit, or delete;
  • any required customer or user permissions have been obtained;
  • your use of the Developer Services is consistent with the permissions and expectations of the affected QuoteWerks customer; and
  • you comply with applicable privacy, security, and data protection requirements.

Access to a Developer Key or other Developer Service does not grant you permission to access data belonging to another QuoteWerks customer or user.

8. Customer Data

You may access, use, store, transmit, and process data obtained through the Developer Services only:

  • as authorized by the applicable customer or user;
  • as necessary to provide the authorized functionality of your Developer Application; and
  • in accordance with applicable law and your obligations to the applicable customer or user.

You may not:

  • sell data obtained through the Developer Services;
  • use such data for unrelated advertising, marketing, or solicitation;
  • access data for which you do not have authorization;
  • use one customer’s credentials or authorization to access another customer’s data;
  • attempt to circumvent access restrictions or permissions; or
  • retain data longer than reasonably necessary for the authorized purpose.

Upon loss, expiration, withdrawal, or termination of authorization, you must stop accessing the affected data and handle previously obtained data in accordance with your legal and contractual obligations.

9. Write and Writeback Operations

Some Developer Services may permit a Developer Application, API request, Zapier automation, script, or other process to create, update, delete, or otherwise modify data in QuoteWerks or a connected system.

You acknowledge that write and writeback operations may:

  • change customer data;
  • create, update, or delete documents or records;
  • modify pricing, quantities, products, contacts, or other business information;
  • trigger notifications;
  • initiate downstream workflows;
  • affect CRM, PSA, accounting, procurement, payment, or other integrated systems; or
  • cause other business or operational consequences.

You are solely responsible for:

  • verifying that each write operation is authorized;
  • validating data before it is submitted;
  • handling partial failures and error responses;
  • preventing unintended duplicate operations;
  • preventing repeated writes caused by retry logic;
  • testing integrations and automations before production use;
  • maintaining appropriate monitoring and logs; and
  • implementing human review or confirmation where appropriate to the risk of the operation.

Aspire is not responsible for data changes, workflow actions, duplicate transactions, downstream activity, or other consequences caused by the configuration or operation of your Developer Application.

10. Webhooks

Webhook events may be:

  • delayed;
  • duplicated;
  • delivered more than once;
  • delivered out of order; or
  • not delivered.

You are responsible for implementing appropriate:

  • event validation;
  • duplicate detection;
  • idempotency;
  • retry handling;
  • monitoring;
  • logging; and
  • error handling.

You must not assume that receipt of a webhook event guarantees successful completion of any related business process.

11. Zapier

QuoteWerks may provide triggers, actions, searches, and other functionality through Zapier.

Your use of Zapier is also subject to the terms, availability, security, technical limitations, and operation of Zapier.

Aspire does not control and does not guarantee:

  • the availability of Zapier;
  • the timing or execution of a Zap;
  • the operation of a third-party Zapier application;
  • the delivery of data between Zapier and another service; or
  • the continued availability of any specific Zapier functionality.

You are responsible for:

  • configuring and testing your Zaps;
  • ensuring each connected application is properly authorized;
  • validating data passing between systems;
  • preventing automation loops and unintended repeated actions;
  • monitoring failures;
  • handling retries and partial completion; and
  • the consequences of automated actions, including actions that create, update, delete, or transmit data.

The availability of a QuoteWerks trigger, action, or search through Zapier does not change your responsibilities under these Terms.

12. Delivery and Processing Responsibility

API requests, responses, webhook events, Zapier operations, scripts, and other automated processes may fail, time out, be delayed, be duplicated, or produce incomplete results.

You are responsible for implementing appropriate:

  • monitoring;
  • validation;
  • retry logic;
  • timeout handling;
  • duplicate prevention;
  • reconciliation;
  • logging; and
  • error handling.

A successful request, response, event, or automation step does not necessarily mean that every related downstream process completed successfully.

13. Security Incident Notification

You must promptly notify Aspire if you know or reasonably suspect that:

  • a Developer Key, API key, access token, or other credential has been compromised;
  • an unauthorized party has accessed the Developer Services using credentials issued to you;
  • your Developer Application has been used to obtain unauthorized access to QuoteWerks or customer data; or
  • a security incident involving your Developer Application may materially affect QuoteWerks, Aspire, or a QuoteWerks customer.

You must reasonably cooperate with Aspire in investigating, containing, and mitigating the incident.

Aspire may suspend or revoke affected credentials while an incident is investigated or remediated.

14. Development Standards

Your Developer Application must:

  1. not appear to be part of QuoteWerks or imply that it was created by Aspire;
  2. clearly distinguish messages generated by your Developer Application from messages generated by QuoteWerks;
  3. not use the QuoteWerks icon or a confusingly similar icon as the Developer Application icon;
  4. comply with the QuoteWerks brand requirements set forth in these Terms;
  5. be generally stable and not unexpectedly terminate on a frequent basis;
  6. not materially inhibit the performance of QuoteWerks;
  7. not negatively affect the stability of QuoteWerks;
  8. not corrupt, damage, or intentionally compromise QuoteWerks data;
  9. not violate, bypass, or circumvent the QuoteWerks concurrent licensing model; and
  10. not violate, bypass, or circumvent QuoteWerks user, group, data, authorization, or other security controls.

Any message displayed by your Developer Application that references QuoteWerks must clearly indicate that the message originates from your Developer Application and not from QuoteWerks.

For example, wording such as:

Developer Application v1.5 for QuoteWerks

is acceptable.

Wording that could cause the Developer Application’s version number, message, or functionality to appear to be part of QuoteWerks is not acceptable.

You may not probe, scan, test, reverse engineer, or circumvent the security mechanisms of QuoteWerks or the Developer Services except where Aspire has expressly authorized such activity in writing.

15. Compatibility

QuoteWerks updates or changes to the Developer Services may require you to modify, update, or recompile your Developer Application.

Your customers or users may require an updated version of your Developer Application for continued compatibility with QuoteWerks.

You are responsible for:

  • maintaining your Developer Application;
  • testing it against supported versions of QuoteWerks;
  • communicating compatibility requirements to your users; and
  • providing updates when necessary.

Aspire assumes no responsibility for changes required to maintain compatibility.

You have no expectation that a Developer Application will remain compatible with future versions of QuoteWerks or the Developer Services.

16. Developer and Customer Support

The Developer Services are intended for skilled developers and technical users.

Aspire expects developers using the Developer Services to be capable of programming, integration development, automation configuration, testing, and troubleshooting appropriate to the technology being used.

Unless Aspire expressly agrees otherwise in writing:

  • there is no voice support for the Developer Services;
  • support for the Developer Services is provided through available documentation, forums, and other designated developer resources; and
  • Aspire is not responsible for providing support for your Developer Application.

You are solely responsible, at your expense, for providing support to users and customers of your Developer Application.

17. Confidentiality

You may receive non-public information through your relationship with Aspire or your use of the Developer Services, including:

  • non-public APIs and functionality;
  • SDKs;
  • sample source code;
  • documentation;
  • credentials;
  • technical information;
  • security information;
  • product plans;
  • customer or prospective customer information; and
  • other information that a reasonable person would understand to be confidential

(collectively, “Confidential Information”).

You may use Confidential Information only as necessary to develop, operate, test, or support your Developer Application in accordance with these Terms.

You may not disclose Confidential Information outside your organization except to employees or contractors who:

  • need access for an authorized purpose;
  • are informed of its confidential nature; and
  • are subject to confidentiality obligations at least as protective as these Terms.

You are responsible for the use and disclosure of Confidential Information by those persons.

Confidential Information does not include information that you can demonstrate:

  • was lawfully known to you without a confidentiality obligation before disclosure by Aspire;
  • becomes publicly available through no breach of these Terms;
  • is lawfully received from a third party without a confidentiality obligation; or
  • is independently developed without use of Aspire Confidential Information.

If disclosure is required by law, you may disclose only the information legally required and, where legally permitted, must provide Aspire with prompt notice before disclosure.

This section survives termination of these Terms.

18. Intellectual Property and Ownership

Aspire retains all right, title, and interest in:

  • QuoteWerks;
  • the Developer Services;
  • APIs and endpoints;
  • webhook functionality;
  • Zapier integration functionality;
  • scripting capabilities;
  • SDKs;
  • documentation;
  • sample source code; and
  • related intellectual property.

You retain all right, title, and interest in your Developer Application, subject to these Terms.

Nothing in these Terms grants Aspire ownership of your Developer Application.

You may not disassemble, decompile, reverse engineer, copy, reproduce, or create unauthorized derivatives of Aspire products or proprietary materials except to the limited extent expressly permitted by applicable law.

Non-public SDK materials, sample source code, credentials, and other Confidential Information may not be distributed outside your organization except as expressly permitted by these Terms or in writing by Aspire.

19. QuoteWerks Name and Trademarks

The names, logos, slogans, product names, service marks, trademarks, and other designations used by Aspire, including QuoteWerks-related materials, are owned by Aspire (collectively, the “Licensed Trademarks”).

Subject to your compliance with these Terms, Aspire grants you a limited, non-exclusive, non-transferable, revocable license during the term of these Terms to use the Licensed Trademarks solely to accurately identify QuoteWerks and describe your Developer Application’s compatibility or integration with QuoteWerks.

Your use of the Licensed Trademarks must not:

  • imply that your Developer Application is created by Aspire;
  • imply certification, endorsement, authorization, or approval that Aspire has not provided;
  • create confusion concerning ownership of your Developer Application; or
  • modify or create derivatives of an Aspire trademark or logo.

Names containing, beginning with, or ending with “QuoteWerks,” “QW,” “Werks,” “Qwerks,” “QuoteWorks,” or confusingly similar derivatives may not be used in:

  • your company name;
  • your product name; or
  • your website domain name.

A product name may end with “for QuoteWerks®” when used in a manner that clearly identifies the product as independent from QuoteWerks.

Marketing materials that reference QuoteWerks must clearly identify QuoteWerks as a product of Aspire and include the following notice where appropriate:

QuoteWerks® and its logo are registered trademarks of Aspire Technologies, Inc.

When QuoteWerks is specifically described for sale, the product description must begin with:

QuoteWerks® – a product by Aspire Technologies, Inc.

All goodwill created by your authorized use of the Licensed Trademarks will benefit and be owned by Aspire.

Aspire may require you to stop or modify any use of a Licensed Trademark.

20. Website Content

Any information about QuoteWerks that you publish must be current and accurate.

If you describe multiple versions of QuoteWerks, you must clearly identify the current version.

Aspire may require you to correct or remove inaccurate, outdated, misleading, or unauthorized QuoteWerks-related content.

Nothing in these Terms requires either party to link to, promote, or maintain content concerning the other party.

21. No Endorsement or Partnership

Access to the Developer Services does not mean that Aspire:

  • endorses your Developer Application;
  • certifies your Developer Application;
  • guarantees its performance;
  • has reviewed or approved it; or
  • recommends your products or services.

Nothing in these Terms creates a:

  • partnership;
  • joint venture;
  • franchise;
  • employment relationship;
  • agency relationship; or
  • other similar relationship.

Neither party has authority to make commitments or incur obligations on behalf of the other.

You may not describe yourself or your Developer Application using terms such as:

  • authorized;
  • certified;
  • accredited;
  • endorsed;
  • preferred;
  • premium;
  • silver;
  • gold; or
  • platinum

unless Aspire has expressly approved that designation in writing.

You may not imply that your products or services are licensed by Aspire unless Aspire has expressly granted such a license.

Any formal developer partner, integration partner, or similar status must be separately approved by Aspire and may require you to enter into an additional written agreement.

Acceptance of these Terms or receipt of a Developer Key does not, by itself, create such status.

22. Developer Benefits and Additional Program Agreements

Acceptance of these Terms and access to the Developer Services do not automatically qualify you for any developer, integration partner, or other program benefits.

Following satisfactory review of a Developer Application, Aspire may, in its sole discretion:

  • list the Developer Application on a QuoteWerks website;
  • announce the availability of the Developer Application;
  • include the Developer Application in marketing communications;
  • inform Aspire employees, customers, prospects, or partners of its availability; or
  • make other developer or partner benefits available.

As a condition of eligibility for any such benefit, Aspire may require you to:

  • submit additional information concerning you, your organization, or your Developer Application;
  • satisfy technical, security, support, business, branding, or other program requirements;
  • complete additional review or approval processes; and
  • enter into a separate written Developer Partner Agreement or other agreement with Aspire.

Acceptance of these Terms alone does not:

  • create a developer partner or other formal partner relationship;
  • guarantee a listing, promotion, referral, announcement, recommendation, or other benefit;
  • obligate Aspire to offer or enter into any separate agreement with you; or
  • obligate Aspire to continue any benefit previously provided.

If you enter into a separate written agreement with Aspire concerning developer or partner benefits, your eligibility for and use of those benefits will be subject to that separate agreement.

Unless the separate agreement expressly provides otherwise, these Terms will continue to govern your access to and use of the Developer Services.

Aspire may remove a listing, discontinue promotional activity, or discontinue other discretionary benefits at any time, subject to any applicable separate written agreement.

23. Competing Products

Nothing in these Terms prevents either party from developing, marketing, distributing, selling, installing, or supporting products or services that compete with products or services offered by the other party.

Neither party has any obligation to the other arising solely from such competition.

24. Restriction on Solicitation of Customer Leads

Through your relationship with Aspire, you may receive or become aware of Confidential Information concerning Aspire customers or prospective customers or may receive customer or prospective customer leads through:

  • Aspire;
  • QuoteWerks;
  • Aspire or QuoteWerks websites;
  • referrals;
  • developer listings;
  • promotional activities; or
  • other activities arising from your relationship with Aspire

(collectively, “Customer Leads”).

You may not use Customer Leads to market, distribute, or sell products or services that compete with Aspire or QuoteWerks.

Nothing in this section prohibits you from marketing, distributing, or selling competitive products or services to customers or prospects that you can demonstrate were identified or generated independently of your relationship with Aspire.

Upon termination of these Terms, you must immediately cease any prohibited use of Customer Leads.

25. Non-Solicitation of Aspire Employees

During the term of these Terms and for a period of twelve (12) months after termination, you agree not to directly or indirectly:

  • solicit, recruit, or attempt to persuade any Aspire employee to terminate their employment with Aspire; or
  • solicit, recruit, or hire any former Aspire employee within twelve (12) months after that individual’s last day of employment with Aspire.

You acknowledge that these restrictions are necessary and reasonable to protect Aspire’s legitimate business interests, including its substantial investment in its employees.

26. Liquidated Damages for Employee Non-Solicitation

In the event you breach the Non-Solicitation of Aspire Employees section, you acknowledge that Aspire will suffer damages and that the amount of those damages may be difficult to determine.

Accordingly, you agree to pay Aspire a minimum of Twenty-Five Thousand Dollars ($25,000) as liquidated damages based on the severity of the breach.

Aspire’s right to recover such amount will be in addition to any other rights and remedies available to Aspire under these Terms or applicable law.

27. Public Advertising of Open Positions

The Non-Solicitation of Aspire Employees section does not prohibit you from generally advertising open positions through:

  • public websites;
  • job boards;
  • social media;
  • recruiters; or
  • other general recruiting media

provided that the advertising or recruiting activity is not specifically directed at or tailored to Aspire employees.

28. Undisclosed Prior Employment

You will not be liable under the Non-Solicitation of Aspire Employees section solely because an employee or applicant failed to disclose a prior employment relationship with Aspire when you had no reasonable means of knowing about that relationship.

29. Code of Conduct

You agree to conduct your business and use the Developer Services in an ethical and lawful manner.

You may not use the Developer Services or conduct activities related to your Developer Application in a manner that:

  • is deceptive or misleading;
  • unlawfully harms another person or organization;
  • intentionally damages the operation or reputation of Aspire or QuoteWerks;
  • facilitates unauthorized access to data or systems;
  • violates applicable law; or
  • creates a material risk to Aspire, QuoteWerks, or QuoteWerks customers.

30. Non-Disparagement

During and after the term of these Terms, you will not knowingly make false, misleading, or malicious statements concerning Aspire, QuoteWerks, Aspire’s products or services, or Aspire employees that are reasonably likely to damage their reputation.

31. Warranties and Disclaimer

Aspire makes no warranty that:

  • the Developer Services will be uninterrupted or error-free;
  • any Developer Service will remain available;
  • the Developer Services will meet your requirements;
  • a Developer Application will continue to operate with QuoteWerks; or
  • QuoteWerks will operate properly in connection with your Developer Application.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE DEVELOPER SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

32. Term and Termination

These Terms begin on the Effective Date and continue until terminated.

Either party may terminate these Terms for convenience by providing written notice.

Aspire may immediately suspend access where reasonably necessary to address:

  • a security risk;
  • suspected abuse or unauthorized access;
  • excessive or abnormal usage;
  • risk to a customer;
  • fraud or unlawful activity; or
  • an immediate threat to QuoteWerks or the Developer Services.

For other material breaches capable of cure, Aspire may terminate these Terms if you fail to cure the breach within fifteen (15) days after written notice.

Aspire may immediately terminate these Terms without an opportunity to cure for a violation of the sections concerning:

  • Confidentiality;
  • Restriction on Solicitation of Customer Leads;
  • Non-Solicitation of Aspire Employees;
  • serious security abuse;
  • fraud; or
  • unlawful conduct.

Aspire may also terminate these Terms if:

  • you fail to pay amounts due to Aspire;
  • you become insolvent;
  • you make an assignment for the benefit of creditors;
  • you become subject to bankruptcy or similar proceedings that are not dismissed within a reasonable period;
  • you cease business operations;
  • you are acquired by, merge with, become controlled by, or become a direct competitor of Aspire; or
  • continuing to provide access would create a material competitive, security, or business risk to Aspire.

Termination of these Terms does not automatically terminate any separate agreement between Aspire and you unless that agreement expressly provides otherwise.

33. Effect of Termination

Upon termination or expiration of these Terms:

  • your authorization to access the terminated Developer Services ends;
  • Aspire may revoke or disable your Developer Keys and other credentials;
  • you must cease unauthorized access to the Developer Services;
  • you must stop representing that you have any partner, certification, endorsement, or other status with Aspire that no longer applies;
  • you must stop using Aspire Confidential Information and other materials that you are no longer authorized to use; and
  • you must stop using Licensed Trademarks except to the extent you remain independently authorized to do so.

Any QuoteWerks not-for-resale, development, testing, or other licenses provided in connection with your developer relationship may be revoked upon termination, and you must cease using them when requested by Aspire.

Termination does not require you to discontinue your independently developed Developer Application.

However, you may no longer:

  • use terminated Developer Services;
  • continue access through revoked credentials;
  • imply that terminated functionality remains available; or
  • represent compatibility with QuoteWerks in a manner that is inaccurate or misleading.

Within thirty (30) days after termination, you must remove any statement, badge, designation, or marketing content that inaccurately suggests a current:

  • partnership;
  • listing;
  • certification;
  • endorsement; or
  • active Developer Services relationship with Aspire.

34. Indemnification

Aspire will indemnify and hold you and your subsidiaries, affiliates, officers, agents, and employees harmless from third-party claims and related damages, losses, liabilities, costs, and reasonable attorneys’ fees arising from a claim:

  1. alleging that Aspire technology provided to you under these Terms infringes, misappropriates, or violates a third party’s rights; or
  2. that, if true, would constitute a breach by Aspire of these Terms.

You will indemnify and hold Aspire and its subsidiaries, affiliates, officers, agents, and employees harmless from third-party claims and related damages, losses, liabilities, costs, and reasonable attorneys’ fees arising from:

  1. your Developer Application;
  2. your use of the Developer Services;
  3. your violation of these Terms;
  4. a claim that your Developer Application infringes, misappropriates, or violates a third party’s rights;
  5. unauthorized access to or use of data by your Developer Application; or
  6. unauthorized data changes or automated actions initiated by your Developer Application.

35. Limitation of Liability

EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR LOST PROFITS OR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY, OR CONSEQUENTIAL DAMAGES, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

EXCEPT FOR LIABILITY THAT CANNOT LEGALLY BE LIMITED, ASPIRE’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE DEVELOPER SERVICES WILL NOT EXCEED THE AMOUNTS PAID TO ASPIRE BY AND DUE FROM YOU UNDER THESE TERMS.

36. Injunctive Relief

You acknowledge that a breach or threatened breach of provisions concerning:

  • Confidentiality;
  • Intellectual Property;
  • Customer Leads;
  • Licensed Trademarks; or
  • Non-Solicitation of Aspire Employees

may cause harm that cannot be fully remedied by monetary damages alone.

You acknowledge that monetary damages may not provide an adequate remedy for such a breach.

Aspire may seek temporary, preliminary, permanent, or other injunctive or equitable relief to prevent or stop such a breach, without waiving any other rights or remedies available under these Terms or applicable law.

37. Arbitration

Except for an action seeking injunctive or other equitable relief, any dispute, controversy, or claim arising out of or relating to these Terms or the performance or nonperformance of either party will be submitted to binding arbitration under the applicable rules of the American Arbitration Association.

The arbitration will take place in Orange County, Florida.

The decision and award of the arbitrator will be final and binding.

The prevailing party will be entitled to recover its costs and fees, including reasonable attorneys’ fees.

Any arbitration award may be entered and enforced as a judgment in any court having jurisdiction.

38. Governing Law and Venue

These Terms and the rights and obligations of the parties will be governed by the laws of the State of Florida, without regard to conflict-of-law principles.

For any legal proceeding permitted under these Terms to be brought in court, the parties consent to exclusive jurisdiction and venue in:

  • the United States District Court for the Middle District of Florida, Orlando Division, where federal jurisdiction exists; or
  • a state court of competent jurisdiction located in Orange County, Florida.

Each party waives any objection based on venue or inconvenient forum.

39. Notices

Legal notices under these Terms must be in writing.

Notices to Aspire must be sent to:

Aspire Technologies, Inc.
4901 Vineland Road, Suite 250
Orlando, Florida 32811
Email: legal@quotewerks.com

Aspire may send notices to the email address associated with your:

  • QuoteWerks account;
  • Developer Key request;
  • Developer Services access; or
  • other account information provided to Aspire.

You are responsible for keeping your contact information current.

An email notice is deemed received on the first business day after it is sent unless the sender receives notice that delivery failed.

40. Changes to the Developer Services

Aspire may make technical, operational, security, and functional changes to the Developer Services without requiring you to re-accept these Terms.

Such changes may include:

  • new or modified endpoints;
  • new or modified fields;
  • API versioning;
  • rate limits;
  • authentication requirements;
  • webhook events;
  • Zapier functionality; and
  • security controls.

Your continued use of the affected Developer Services after a technical or operational change constitutes acceptance of that change.

41. Changes to These Terms

Aspire may update these Terms from time to time.

Updated Terms will identify the date they were last revised.

Aspire may require you to electronically accept updated Terms before continuing to access some or all Developer Services.

Aspire may specifically require renewed electronic acceptance when a change materially affects legal obligations concerning matters such as:

  • employee non-solicitation;
  • liquidated damages;
  • customer lead restrictions;
  • confidentiality;
  • indemnification;
  • limitation of liability; or
  • dispute resolution.

Where Aspire does not require separate re-acceptance, continued use of the Developer Services after updated Terms become effective constitutes acceptance of the updated Terms.

42. Existing and Separate Agreements

These Terms supersede any prior QuoteWerks API Agreement or Developer Agreement between Aspire and you concerning access to or use of the Developer Services.

Any separate written agreement specifically governing a:

  • Developer Partner relationship;
  • formal partner relationship;
  • reseller relationship;
  • referral relationship;
  • distribution relationship; or
  • other separate commercial relationship

remains in effect according to its terms unless that agreement expressly provides otherwise.

If a separate written agreement expressly conflicts with these Terms concerning a specific subject, the separate written agreement controls concerning that subject.

Acceptance of these Terms does not obligate Aspire to enter into a Developer Partner Agreement or any other separate agreement with you.

43. Survival

Any provision that by its nature should survive expiration or termination will survive, including provisions concerning:

  • Customer Data;
  • Development Standards;
  • Compatibility;
  • Confidentiality;
  • Intellectual Property;
  • Trademarks;
  • Customer Leads;
  • Employee Non-Solicitation;
  • Liquidated Damages;
  • Warranties and Disclaimer;
  • Indemnification;
  • Limitation of Liability;
  • Injunctive Relief;
  • Arbitration;
  • Governing Law and Venue; and
  • Electronic Acceptance and Records.

44. Miscellaneous

Entire Agreement

These Terms constitute the entire agreement concerning the Developer Services except where a separate written agreement expressly applies.

Assignment

You may not assign or transfer your rights or obligations under these Terms without Aspire’s prior written consent, which may be withheld in Aspire’s sole discretion.

No Waiver

Failure to enforce a right or provision does not waive the right to enforce it later.

No waiver is effective unless made in writing by the party granting the waiver.

Severability

If any provision or portion of a provision is held invalid or unenforceable, the remaining provisions will remain in effect.

Force Majeure

Neither party will be liable for delay or failure to perform caused by events beyond its reasonable control, including:

  • natural disasters;
  • hurricanes;
  • fires;
  • floods;
  • strikes;
  • acts of war;
  • governmental restrictions;
  • electrical or infrastructure outages; or
  • other similar events.
No Authority to Bind

Neither party has authority, express or implied, to make commitments or incur obligations on behalf of the other.

Headings

Section headings are for convenience only and do not affect interpretation.

45. Electronic Acceptance and Records

By checking the acceptance box associated with these Terms and submitting your Developer Key request, you intentionally and electronically sign these Terms and agree to be legally bound by them.

If you accept these Terms on behalf of a company or other organization, you represent that you have authority to bind that company or organization.

These Terms become effective when you electronically accept them.

No signature or countersignature by Aspire is required.

Aspire may maintain electronic records concerning your acceptance, including:

  • your name;
  • your email address;
  • your job title;
  • the company or organization on whose behalf you accepted;
  • your QuoteWerks user and account identifiers;
  • the date and time of acceptance;
  • the version of the Terms accepted;
  • the exact acceptance statement displayed;
  • the source screen from which acceptance occurred;
  • the Internet Protocol address and device or browser information associated with the acceptance; and
  • an archived or otherwise identifiable copy of the Terms accepted.

Aspire’s electronic records may be used to establish your acceptance of these Terms.

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