Wahoo Fitness L.L.C. (“Wahoo”) is excited to promote the usefulness of its products through a public API gateway. We hope you will use our API to create cool new applications, but first, we must establish the terms of the agreement between Wahoo and you concerning your use of Wahoo’s API (the “Agreement”).

By accessing or using the Wahoo API Materials, you acknowledge that you have read, and agree to abide by, this Agreement and the Wahoo Service Terms that are incorporated in this Agreement.  Wahoo reserves the right to amend this Agreement, so be sure to visit this site regularly to ensure you have reviewed the most up-to-date version of this Agreement. Your continued usage of the Wahoo API Materials after any Agreement amendment evidences your consent to be bound to that amended Agreement. If you are unable to comply with the current or any future version of this Agreement, you must immediately cease all use of the Wahoo API Materials.

If you have any questions about the Agreement or about the Wahoo API Materials, please contact wahooapi@wahoofitness.com.

Definitions

  • “API Token” shall mean and refer to an approved developer key token provided by Wahoo.
  • “CCPA” shall mean and refer to the California Consumer Privacy Act of 2018, as amended.
  • “Confidential Information” shall mean and refer to any and all Wahoo information that is not generally known to the public or that should reasonably be understood by you, because of legends or other marking, the circumstances of the disclosure, or the nature of the information itself, to be proprietary and confidential to Wahoo, regardless of whether such information is marked “confidential.”
  • “Data” shall mean and refer to the Wahoo Data and Developer Application Data.
  • “Developer Applications” shall mean and refer to a products, sites, applications or services that are registered with us and are designed to interact with and enhance the Wahoo Platform.
  • “Developer Application Data” shall mean and refer to all data you access, collect, send or receive in connection with any of your Developer Applications.
  • “Developer Marks” shall mean and refer to the name of the Developer Application and any trademarks, service marks or logos associated with the Developer Application.
  • “Effective Date” means the date this License is signed by Licensee.
  • “GDPR” shall mean and refer to Article 32(1) of the General Data Protection Regulation 2016/679, as amended.
  • “Personal Data” means data that may be used, either alone or together with other information, to identify an individual user, including, without limitation, a user’s name, address, telephone number, username, email address, city and country, geolocation, unique identifiers, picture, or other similar information and includes personal data as defined in the GDPR or personal information as defined in the CCPA.
  • “Service Terms” shall mean and refer to the Wahoo Terms of Service and Wahoo Privacy Policy.
  • “Wahoo API” shall mean and refer to Wahoo’s application programming interface.
  • “Wahoo API Materials” shall mean and refer to the Wahoo API, the API Token, software developer kit, documentation, and any software, materials, or data that Wahoo makes available to you in its discretion, collectively.
  • “Wahoo Data” shall mean and refer to all data you access or collect from the Wahoo API Materials including but not limited to Wahoo user personal and activity data.
  • “Wahoo Marks” shall mean and refer to the Wahoo name and any Wahoo trademarks, service marks or logos.
  • “Wahoo Platform” shall mean and refer to the Wahoo services, applications and equipment, including but not limited to the Wahoo apps.
  • “You” shall mean and refer to you individually or the entity that you represent.

Your Representations to Wahoo

Your use of the Wahoo API Materials and/or Wahoo Platform constitutes your representation and warranty to Wahoo that each and every one of the following facts is true and correct:

  • If you are entering into this Agreement on behalf of an entity, that you have the legal authority to bind that entity to this Agreement.
  • If you are a sole proprietor, that you are at least 18 years of age.
  • That you are eligible to register and use the Wahoo API Materials and have the right, power, and ability to enter into and perform under this Agreement.
  • That the information you submit as part of your registration is current, accurate, and complete and that you will keep that information current, accurate and complete.
  • That you will not engage in any unfair, deceptive, or abusive acts or practices when utilizing the Wahoo API Materials or the Wahoo Platform or when you market and sell the Developer Application.
  • That you will fulfill all of your obligations to your customers or potential customers and will resolve any customer dispute or complaint directly with your customers.
  • That you, your Developer Application, and all of your transactions with the Wahoo API Materials will comply with all federal, state, and local laws, rules, and regulations applicable to you, including any applicable tax laws and regulations.
  • That you will not use the Wahoo API Materials, Wahoo Platform, Wahoo Data, Wahoo Marks, or Developer Application, directly or indirectly, for any fraudulent or illegal undertaking, or in any manner so as to interfere with the normal operation of the Wahoo Platform.
  • That you have all rights, including all copyrights, trademarks, and other intellectual property rights, in the Developer Applications and Developer Marks necessary to offer the Developer Applications to end users, to use the Developer Marks, and to grant the licenses to Wahoo set forth in this Agreement.
  • That you and your Developer Applications comply with and will continue to comply with all applicable privacy and data protection laws and with Wahoo’s Service Terms.
  • That you and your Developer Application have implemented and will maintain appropriate technical and organizational security measures in accordance with the Service Terms and applicable law.

Registration and API Token

  • Once your registration to use the Wahoo API Materials is approved, you will receive a unique API Token evidencing your authorization to use the Wahoo API Materials.
  • You are solely responsible for the confidentiality of your API Token and may not share your API Token with any other developer, transfer it to any other developer, or use it for more than one application or service.
  • You agree to keep your registration, site, application or service information accurate, complete, and current for so long as you use the Wahoo API Materials. Failure to comply with this provision may result in the revocation of your API Token.
  • You are responsible for all uses of your API Token, including any activities by your employees, contractors, or agents. If you believe an unauthorized person has gained access to your API Token, you must notify Wahoo as soon as possible.
  • Wahoo may contact you from time to time about your use of the Wahoo API Materials and/or API Token, and you agree to be responsive to such inquiries from Wahoo.

Ownership and Control of Wahoo API Materials

  • You understand and agree that Wahoo or its affiliates solely and exclusively owns and controls the Wahoo API Materials, and that Wahoo reserves the right at any time to modify, discontinue, or revoke, temporarily or permanently, the Wahoo API Materials, your access to and use of the API Token or the Wahoo API Materials, or any portion thereof, without notice to you.
  • Access to and use of the Wahoo API Materials and Wahoo Platform are currently provided at no charge. Wahoo reserves the right to charge you for use of the Wahoo API Materials and access to the Wahoo Platform, and you understand and agree that such updates may include charges or updates to such charges, in the future at Wahoo’s discretion, including, without limitation, rated pricing and/or differentiated pricing for business users.
  • You also understand and agree that Wahoo is under no obligation to ensure that an upgrade or alteration of the Wahoo API Materials or the Wahoo Platform will be compatible with existing or planned Developer Applications.
  • Likewise, you understand and agree that Wahoo may create, modify and enforce controlling mechanisms such as a rate limiting structure for use of the Wahoo API Materials.
  • Wahoo has no obligation to provide any type of technical or other support for the Wahoo API Materials or any services or content related thereto. You understand and agree that you are responsible for providing all customer and technical support and maintenance for your Developer Application, not Wahoo.
  • We may monitor your use of the Wahoo API Materials to improve the Wahoo API Materials or the Wahoo Platform, and to ensure compliance with this Agreement. Your use of certain endpoints may be subject to certain limitations on access as established by Wahoo from time to time. If we believe that you have attempted to exceed or circumvent these limitations, your ability to use the Wahoo API Materials may be temporarily or permanently blocked. You may not, and may not encourage or allow any third party to, interfere with, hinder, limit, or modify any notices or authorization or consent requests provided by Wahoo.
  • Wahoo reserves the right to revoke your API Token or terminate or limit any of your uses of the Wahoo API Materials if you violate this Agreement or if Wahoo objects to your use of the Wahoo API Materials.

Attribution and Publicity

  • You agree to attribute your use of the Wahoo API Materials and/or Wahoo Data in your Developer Applications by using the links and logos Wahoo gives to you and in the format set out in Wahoo’s Media Kit. Subject to your continued compliance with this Agreement, you are given a limited, non-exclusive, non-transferable, worldwide, royalty-free license to use the Wahoo Marks, without the right to sublicense, solely to comply with this subsection of this Agreement. Wahoo has the sole discretion to determine whether you are in compliance with the Wahoo’s brand guidelines or are correctly using the Wahoo Marks and may revoke this license at any time.
  • Other than the attribution set forth above, you must not use Wahoo Data or Wahoo Marks in any advertisements with Wahoo’s express written consent.
  • Your advertisements must not be displayed in any manner that suggests approval or endorsement by Wahoo.
  • Wahoo has no obligation to use or promote any Developer Application, but by using the Wahoo API Materials, you consent to Wahoo’s use of your Developer Applications and Developer Marks for the purposes of promoting Wahoo and marketing and making Developer Applications available to Wahoo’s customers.
  • You hereby agree to grant Wahoo and its affiliates a non-exclusive, non-transferable, worldwide, royalty-free license to use the Developer Marks solely for the purposes of advertising, promotion, and marketing the use of the Developer Application with the Wahoo Platform or your integration of the Wahoo API. Following the termination of this Agreement and upon your written request, Wahoo agrees to make commercially reasonable efforts to remove the Developer Marks from the Wahoo website and Wahoo Platform.
  • You hereby agree not to issue any press release or other announcement regarding your Developer Applications that makes any reference to Wahoo without Wahoo’s prior written consent.
  • You agree not to use any Wahoo Marks, or any confusingly similar mark, as the name or part of the name or icon of your Developer Applications, or as part of any logo or branding for your Developer Applications.

Data Security and Use

  • You agree to use commercially reasonable and appropriate administrative, technical, and physical measures to maintain the security and integrity of all Data, including but not limited to taking account of the measures described in the GDPR and CCPA. You are fully responsible for the security of Data in your possession and used in connection with your Developer Application and agree to comply with all applicable state and federal laws and rules in connection with the security of and your processing of any Data on your site or through the Developer Application. You must ensure that any Wahoo Data is encrypted and transmitted over a secure, encrypted channel, and notify Wahoo of any security breach related your Developer Application or the Wahoo Data not later than twenty-four hours of your discovery of any such security incident.
  • You may not collect, use, store, aggregate or transfer any Wahoo Data in any manner except as expressly permitted by us for the use of your Developer Application, and you agree that at any time Wahoo may request that you remove any collected or stored Wahoo Data and that you will do so promptly, and in all events within forty-eight (48) hours after receiving the request. You agree not to transfer or disclose any Wahoo Data to any third parties, except as expressly permitted by this Agreement, Wahoo’s Service Terms, each Developer Application end user, your then-current privacy policy, and in full compliance with all applicable laws. You may not, directly or indirectly, disclose, market, sell, license or lease any Wahoo Data to any third party, including but not limited to advertisers or data brokers, even if your Developer Applications’ users consents to such use. Users of your Developer Applications must be permitted to express contact preferences, via notice and opt-out, at the point of collection and in each subsequent marketing piece.
  • If you are acquired or merge with a third party, you must give Wahoo notice of such transaction. Wahoo reserves the right to terminate this Agreement with you in the event of any such acquisition or merger.
  • You agree that Wahoo may collect certain use data and information related to your use of the Wahoo API Materials and Wahoo Platform in connection with your Developer Application, that Wahoo may use such data and information for any business purpose, internal or external, including, without limitation, providing enhancements to the Wahoo API Materials or Wahoo Platform, providing developer of user support, or otherwise. You also agree that Wahoo may use Developer Application Data sent into the Wahoo Platform for any business purpose, internal or external, including, without limitation, that Wahoo may modify, copy, analyze, and use in any fashion the Developer Application Data for any purpose in accordance with Wahoo’s Privacy Policy. You agree to include a statement to this effect in your privacy policy.

Restrictions on Your Use of Wahoo API Materials and Wahoo Data

  • You must not use Wahoo API Materials for any purpose other than providing the Developer Application for which you are registered to provide as a Wahoo API developer.
  • You may not use the Wahoo API Materials in any manner that is competitive to Wahoo or the Wahoo Platform, including, without limitation, in connection with any application, website or other product or service that also includes, features, endorses, or otherwise supports in any way a third party that provides services competitive to Wahoo’s products and services, as determined in our sole discretion.
  • Wahoo users must expressly authorize your Developer Application to collect their data prior to you accessing any of their data. Your Developer Application must allow the end user of your Developer Application to access such end user’s data that you have collected via the Wahoo API Materials at the request of such end user. Your Developer Application must provide easily accessible end user support contact information. Your Developer Application must provide clear links for users to navigate to their Wahoo accounts. All Data about an end user in your possession or control must be deleted by you upon such end user’s request or upon such end user’s termination or cancellation of the Developer Application subscriptions.
  • You may not include or use the Wahoo API Materials in, or in connection with, any application, website or other product or service that includes content that is detrimental or harmful to Wahoo and its business and reputation, in our sole discretion.
  • You cannot use web scraping, web harvesting, or web data extraction methods to extract data from the Wahoo Platform.
  • You may not include or use the Wahoo API Materials in, or in connection with, any application, website or other product or service that includes content that is false, misleading, defamatory, libelous, hateful, violent, obscene, pornographic, unlawful, or otherwise offensive or unlawful, in our sole discretion.
  • You may not use the Wahoo API Materials to distribute any virus, spyware, adware, malware, or other harmful or malicious content.
  • You may not use the Wahoo API Materials for any purpose which or might overburden, impair, or disrupt the Wahoo Platform or related servers or networks.
  • You may not use the Wahoo API Materials to distribute unsolicited advertising or promotions or to initiate any unsolicited direct communication or contact with Wahoo users or partners.
  • You may not, and may not encourage or authorize others to: (i) remove or alter any proprietary notices or marks on the Wahoo API Materials; (ii) use or access the Wahoo API Materials for purposes of monitoring the availability, performance, or functionality of any of Wahoo’s products and services or for any other benchmarking or competitive purposes; (iii) use or access the Wahoo API Materials to aggregate, cache, or store geographic location information or other user information accessible via the Wahoo API; (iv) frame, wrap, or otherwise reproduce significant portions of the Wahoo Platform; or (v) reverse engineer, reverse assemble, decompile, modify or attempt to discover any source or object code of the Wahoo API Materials or any part of the Wahoo Platform.
  • You may not charge end users in any manner for access to or use of the Wahoo API Materials or any services or functionality included in or related to the Wahoo API Materials or Wahoo Platform. However, the foregoing shall not prohibit you from charging for the provision of functionality not provided by the Wahoo Platform in your Developer Applications.
  • You will at all times use the Wahoo API Materials and Wahoo Data in accordance with all applicable worldwide laws and regulations, your privacy policy, and the Service Terms and you may not use the Wahoo API Materials and Data to conduct or facilitate activity in violation of applicable worldwide laws or regulations or the Service Terms.
  • You must not impose any terms on users of your Developer Application that are inconsistent with this Agreement or the Service Terms.
  • Your Developer Application terms of service shall disclaim all warranties on behalf of third-party service providers, including a disclaimer of implied warranties of merchantability, fitness for a particular purpose and non-infringement and exclude third party service providers from all liability for consequential, special, punitive, indirect damages.
  • You may not use the Wahoo API Materials in any way that would grant someone other than you or the applicable user the right to see any data related to that user without obtaining the prior express consent of that user.
  • You cannot modify or edit any content, links or metadata when displaying Wahoo Data in your Application.

Privacy

  • Your Developer Application must respect the privacy settings configured by the Wahoo users, to the extent any privacy settings are applicable to the Developer Application.
  • You may use and retain Data only so long as necessary for the purpose you originally obtained it, subject to the other terms of this Agreement (including the requirement that you destroy any Wahoo Data in your possession promptly in the event that Wahoo makes such a request). If your Developer Application does not collect the authentication credentials of a Wahoo user, then you are not permitted to display any data or use any functionality via the API Materials that is not available to a logged-out user. If your Developer Application logs into Wahoo on behalf of a Wahoo user, then you are permitted to access and display data or functionality only for that Wahoo user, and you may not disclose such data to, or use it for, another user or any other third party without a lawful basis. Your Developer Application shall have a lawful privacy policy, including GDPR and CCPA compliance, accessible with reasonably prominent hyperlinks that does not conflict with or supersede the Service Terms  and that explains how you collect, store, use, and/or transfer any Personal Data via your Developer Applications. You also agree to comply with all privacy and data protection laws applicable to you.
  • If your use of the Wahoo API Materials or Personal Data requires or will likely result in the provision of Personal Data directly to Wahoo, you agree to obtain all necessary consents and authorizations from the applicable users to provide such Personal Data to Wahoo. You will also take steps to ensure that such users are aware of this processing and disclosure in such cases, including by adding a statement to this effect in your privacy policy. Wahoo will treat Personal Data obtained from you through your use of the Wahoo API Materials in accordance with Wahoo’s then-current Service Terms.
  • Unless otherwise required by applicable law or agreement with the applicable user to retain such data, if a user revokes the authorization previously granted for your Developer Applications to access to their Wahoo account, you must ensure that all Personal Data pertaining to that user is deleted from your Developer Applications and related networks, systems and servers. If you stop using the Wahoo API Materials altogether or if your Wahoo API Materials access is revoked, you must delete all Personal Data in the same way.
  • You agree to process and use Personal Data in a manner consistent with all applicable data protection and privacy laws, including as applicable the GDPR and CCPA. If for any reason you are unable to comply with any privacy requirement of the Service Terms you must promptly inform Wahoo and take reasonable and appropriate steps to remedy any non-compliance, or cease your access to the API and use of all Personal Data.

Security and Fraud Controls

  • Wahoo is responsible for protecting the security of Personal Data in its possession and will maintain commercially reasonable and appropriate administrative, technical and physical procedures to protect all the Personal Data regarding your customers that is stored in Wahoo’s servers from unauthorized access and accidental loss or modification. However, Wahoo cannot guarantee that unauthorized third parties will never be able to defeat those measures or use such Personal Data for improper purposes. You acknowledge that if you provide Personal Data to Wahoo, you do so at your own risk. We recommend that you review our Service Terms, which will help you understand how we collect, use and safeguard the Personal Data you may provide to us.
  • Wahoo may provide, suggest or mandate security procedures and controls intended to reduce the risk to you of fraud or security breaches. These security procedures and controls may include processes or applications that are developed by Wahoo or by third parties. You agree to review all security procedures and controls and choose those that are appropriate for your business and the Developer Application to protect against unauthorized transactions and, if necessary, use other procedures and controls not provided by us.

Wahoo Data Retention

  • While you are encouraged to cache Wahoo Data in your Developer Application to improve performance (within the limits outlined in this Agreement), you agree, promptly upon request and without waiting for a cache refresh to occur, to delete any Wahoo Data remaining in your cache that Wahoo requests you delete and to do so promptly and in all events within forty-eight (48) hours after receiving the request.
  • You understand and agree that Wahoo is not liable in any way for any Wahoo Data (or any other data) you retain in your cache.

Uploading

  • Your Developer Application may include the option to upload activities or information to the Wahoo Platform.
  • Activities or information uploaded to the Wahoo Platform may also be uploaded further to other third-party services other than the Wahoo Platform.

Warranties

  • THE WAHOO API MATERIALS, WAHOO DATA, AND WAHOO PLATFORM ARE PROVIDED “AS IS” AND ON AN “AS-AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, AND WAHOO DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.
  • WAHOO MAKES NO WARRANTY OR GUARANTEES (i) THAT THE WAHOO API MATERIALS WILL MEET YOUR OR YOUR CUSTOMERS’ REQUIREMENTS, OR THE REQUIREMENTS OF YOUR DEVELOPER APPLICATION, (ii) THAT YOUR USE OF THE WAHOO API WILL BE TIMELY, SECURE, OR ERROR-FREE, (iii) THAT ANY ERRORS IN THE WAHOO API MATERIALS WILL BE CORRECTED, (iv) THAT WAHOO WILL NOT INTRODUCE BREAKING CHANGES THAT AFFECT YOUR INTEGRATION WITH THE WAHOO PLATFORM AND YOUR DEVELOPER APPLICATION, AND/OR (v) OF ANY PARTICULAR AMOUNT OF UPTIME OF THE WAHOO API OR WAHOO PLATFORM OR THAT YOUR USE OF THE WAHOO API WILL BE UNINTERRUPTED.
  • ANY MATERIALS DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE WAHOO API MATERIALS IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR OR OTHERS’ COMPUTER SYSTEMS/NETWORKS OR ANY LOSS OF DATA THAT MAY RESULT FROM THE DOWNLOAD OF ANY SUCH MATERIAL OR THE USE OF THE WAHOO API, INCLUDING BUT NOT LIMITED TO ANY CRASHES OR CATASTROPHIC SYSTEM FAILURES THAT MAY OCCUR DUE TO YOUR RECEIPT OF THE WAHOO DATA OR USE OF THE WAHOO DATA IN YOUR DEVELOPER APPLICATION.

Intellectual Property Matters

  • You agree that Wahoo and its affiliates and licensors retain all worldwide rights, titles, and interest in and to the Wahoo API Materials, Wahoo Data, Wahoo Marks, and the Wahoo Platform, including, without limitation, all intellectual property rights therein. Any rights not expressly granted herein to you are expressly reserved.
  • You understand and agree that Wahoo may currently or in the future develop products and services that may be similar to or compete with your Developer Applications, but agree that nothing in this Agreement restricts Wahoo in any way from pursuing any business activities, even those that may compete with your Developer Application, or from entering into any agreement with any other person or company, including other persons or companies that may compete with your Developer Application.
  • In the event that you choose to provide Wahoo with feedback, suggestions or comments regarding the Wahoo API Materials or the Wahoo Platform, or your use thereof, you understand and agree that Wahoo is free to use, copy, modify, create derivative works, distribute, publicly display, publicly perform, grant sub-licenses to, and otherwise exploit in any manner such feedback, suggestions or comments, for any and all purposes, without restriction and with no obligation of any kind to you.

Confidentiality

  • You agree to use the Confidential Information only for the purpose of using the Wahoo API Materials in accordance with this Agreement, and you agree to not disclose any of the Confidential Information to any third party without Wahoo’s prior written consent.
  • You agree to protect the Confidential Information in the same manner that you would protect your own confidential and proprietary information but in no event using less than a reasonable degree of care.
  • If you are required by applicable law or by order of a court or administrative body to disclose any Confidential Information, you shall promptly notify Wahoo of those requirements so that Wahoo may seek, at Wahoo Fitness’ expense, a protective order or other remedy, and you shall reasonably assist Wahoo Fitness in so doing.  If you remain legally compelled to make a disclosure of the Confidential Information, you shall (i) disclose only that portion of the Confidential Information that it is required to disclose; and (ii) use reasonable efforts to ensure that the Confidential Information is afforded confidential treatment.  

Indemnity

  • You agree to indemnify, defend, and hold harmless Wahoo, its affiliates, and their officers, directors, employees, agents, licensors, users and partners from any and all claims, damages, losses, liabilities, actions, judgments, costs, and expenses (including, without limitation, reasonable attorneys’ fees) brought by a third party arising out of or in connection with: (a) your use of the Wahoo API Materials, Wahoo Data, Wahoo Platform, or the Wahoo Marks other than as expressly allowed by this Agreement; (b) your breach or alleged breach of any of the terms, conditions and representations under this Agreement; (c) your Developer Applications or business; or (d) your gross negligence or willful misconduct.
  • Where either party is found to be liable for the entire damage arising from a breach or breaches of the GDPR relating to activities under the Service Terms, in order to ensure effective compensation of one or more individuals, then the other party shall indemnify that party for that portion of the compensation attributable to any breaches of GDPR giving rise to the compensation for which it is responsible.

Limitation of Liability

  • WAHOO’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (i) THE FEES YOU PAID TO WAHOO, IF ANY, FOR USE OF THE WAHOO API MATERIALS IN THE LAST YEAR OR (ii) ONE HUNDRED DOLLARS ($100).
  • IN NO EVENT WILL WAHOO OR ITS EMPLOYEES, AGENTS, USERS OR PARTNERS BE LIABLE TO YOU FOR ANY 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 YOUR USE OF THE WAHOO API MATERIALS, WAHOO MARKS, WAHOO DATA, OR WAHOO PLATFORM, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.

Equitable Remedies

  • You acknowledge that your breach of this Agreement may cause irreparable harm to Wahoo. Accordingly, you agree that, in addition to any other remedies to which Wahoo may be legally entitled, Wahoo shall have the right to seek immediate injunctive relief in the event of a breach of such sections by you or any of your officers, employees, consultants or other agents.

Cancellation and Termination

  • You may cancel your access to the Wahoo API Materials at any time by notifying Wahoo at wahooapi@wahoofitness.com, in which case you must cease use of the Wahoo API Materials and Wahoo Platform, and delete all copies of all Wahoo API Materials (including all Wahoo Data) in your possession or control promptly and in all events within forty-eight (48) hours after cancellation.
  • Wahoo may cease making the Wahoo API Materials available to you at any time. You agree that Wahoo shall not be liable to you or to any third party for any access, use, modification, suspension or discontinuance of the API, Services or any portion thereof.
  • Upon any termination of this Agreement, you will promptly cease using and permanently delete all the Wahoo API Materials, the Wahoo Platform, and Wahoo Data provided hereunder and so certify in writing to Wahoo.
  • The following Sections of this Agreement shall survive any termination or expiration: 12-17, 19.

Miscellaneous

  • Applicable law, Jurisdiction, and Venue. Any dispute arising out of this Agreement shall be governed by Georgia law and any applicable U.S. federal law, without regard to any conflict of law provisions thereof. You hereby consent and submit to the exclusive jurisdiction and venue in the state and federal courts of Fulton County, Georgia, U.S.A. for any legal proceedings related to the Wahoo API Materials, Wahoo Platform, Wahoo Marks, Wahoo Data, or this Agreement. If any party hereto brings any suit or action against another for relief, declaratory or otherwise, arising out of the Wahoo API Materials, Wahoo Platform, Wahoo Marks, Wahoo Data, or this Agreement, the prevailing party will have and recover against the other party, in addition to all court costs and disbursements, such sums as the court may adjudge to be reasonable attorneys’ fees.
  • Assignment. You may not assign, delegate or otherwise transfer your obligations under this Agreement without the prior written consent of Wahoo. Wahoo has the right, in its sole discretion, to transfer or assign all or any part of its rights under this Agreement. Any attempted assignment in violation of this paragraph is void.
  • English Language. This Agreement was drafted in English and the English language version shall control in the event of a conflict with any translated version.
  • Entire Agreement; Headings. This Agreement constitutes the entire agreement among the parties with respect to the subject matter and supersedes and merges all prior proposals, understandings and contemporaneous communications. Headings are included in this Agreement for convenience only, and will not be considered in interpreting this Agreement.
  • Independent Contractors; Responses to Data Subject Requests. This Agreement does not create or imply any partnership, agency or joint venture between the parties. For purposes of Article 26 of the GDPR, the parties acknowledge that each party is a separate and independent controller of the personal data which it discloses or receives under this Agreement. The parties do not and will not process personal data which they disclose or receive under the Agreement as joint controllers. Each party shall be individually and separately responsible for complying with the obligations that apply to it as a controller under applicable data protection and privacy laws, including but not limited to the GDPR. It is agreed that where either party receives a request from a data subject in respect of personal data controlled by the other party, where relevant, the party receiving such request will direct the data subject to the other party, as applicable, in order to enable the other party to respond directly to the data subject’s request.
  • Waivers; Sever-ability. No waiver by Wahoo of any right under this Agreement will be effective unless set forth in a writing authorized by Wahoo. Our delay or failure to assert any right or provision under this Agreement will not constitute a waiver of such right or provision. If any part of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the remaining provisions of this Agreement will remain in full force and effect.
  • Notices. You agree that all notices to you in connection with this Agreement may be delivered via email at the email address provided with your registration.
  • Government Use. If you are part of any agency, department or other entity of the U.S. Government, the use, duplication, reproduction, release, modification, disclosure or transfer of the Wahoo API Materials are restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The Wahoo API constitutes a “commercial item,” “commercial computer software,” and “commercial computer software documentation.” In accordance with such provisions, any use of the Wahoo API by the U.S. Government shall be governed solely by this Agreement and the Service Terms.