App Marketplace Terms & Conditions
Before you join our App Marketplace, it's important to understand our terms and conditions.
HighLevel Developer Program Agreement
Please read this HighLevel Developer Program Agreement (the "Agreement") carefully before using the
HighLevel Developer Program (the “Program”). This Agreement constitutes a legal agreement between
you and HighLevel, Inc. (“HighLevel”). You must agree to this Agreement to participate in the Program.
If you do not or cannot accept this Agreement, you are not permitted to use the Platform or participate in
the Program.
By (a) creating an account to use the Platform and (b) clicking an “I agree” or similar button or box where
the option is provided by HighLevel, you are agreeing to this Agreement and the other terms and
agreements incorporated in this Agreement both on your own behalf and/or on behalf of your company or
organization.
This Agreement grants HighLevel permission to use your marketing assets (e.g., your App name and
logo) throughout HighLevel's website and platform in connection with the Program, and on other
HighLevel Platform participants' applications and websites to promote Integrations (as defined below).
The HighLevel Developer Program allows you to build Integrations with and between Apps to facilitate
the Services. This Agreement governs your use of the Platform. If you are entering into this Agreement on
behalf of a company, organization, or other legal entity (an "Entity"), you are agreeing to this Agreement
for that Entity and representing to HighLevel that you have the authority to bind such Entity to this
Agreement, in which case the term "you" shall refer to such Entity. By downloading, installing, or
otherwise accessing or using the Platform, you agree that you have read, understood, and agree to be
bound by this Agreement. If you do not agree, you may not use the Platform. This Agreement will govern
your use of the Platform if there is any conflict between this Agreement and the TOS. As used herein:
a. "Apps" mean your own branded applications and your application programming interfaces
used or relied upon by Integrations and any updates, upgrades, modifications, additions,
and versions thereto.
b. “Developer Revenue” means the gross revenue generated by customer App purchases
made through HighLevel’s Platform.
c. "Documentation" means HighLevel's documentation and templates made available to you
by HighLevel on the Platform website or elsewhere.
d. "HighLevel APIs” mean application programming interfaces (“APIs”) made available by
HighLevel on the Platform, and any updates, upgrades, modifications, additions, and
versions thereto.
e. "Integrations" mean the integrations and data links that connect Apps with the Platform,
and any updates, upgrades, modifications, additions, and versions thereto.
f. "Libraries” mean HighLevel's script libraries made available to you by HighLevel on the
Platform website or elsewhere, and any updates, upgrades, modifications, additions, and
versions thereto.
g. "Platform" means the HighLevel developer platform made available to you
at: marketplace.gohighlevel.com or any other link that HighLevel may provide, which
includes Documentation, Libraries, HighLevel APIs, Sample Code, other HighLevel
materials provided to you via the Platform website, and any updates, upgrades,
modifications, additions, and versions thereto.
h. “Program Fee” means the Platform fee and/or revenue share requirement that applies to
your participation in the Program.
i. "Sample Code" means sample code made available by HighLevel to the extent not
separately licensed under an open-source license.
j. "Services" mean the services that HighLevel may provide or make available to its
customers through the User Platform.
k. "TOS" means the HighLevel Terms of Service at:
https://www.gohighlevel.com/terms-of-service, as may be updated from time to time that
governs the use of the User Platform and Services.
l. “User Platform” means the version of the HighLevel platform intended for use by
HighLevel customers.
Section 1: Limited License. Subject to your complete and ongoing compliance with all the terms and
conditions of this Agreement (including timely payment of all Program Fees), and including without
limitation, all license limitations, restrictions, and permissions, HighLevel grants you the following
limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to:
a. access and use the Platform;
b. copy, use, and (where applicable) authorize your employees to use the Documentation
internally solely in connection with developing Integrations;
c. copy and modify Sample Code strictly for the purpose of developing Integrations;
d. copy and use the HighLevel APIs strictly for the purpose of linking Integrations; and
e. incorporate unmodified Libraries and modified or unmodified Sample Code into
Integrations and redistribute the same as part of Integrations solely through the Services.
Notwithstanding anything herein, the foregoing license rights are limited to the development and
distribution of Integrations solely for the purpose of accessing or interfacing with the Services, as
permitted in the Documentation, and in compliance with this Agreement and the TOS.
Section 2: Restrictions. By accessing or using the Platform, you represent, warrant, and covenant that
you are engaged in the development of software applications (i.e., Apps) and have the authority to
integrate Apps with the User Platform and Services. You will not (or authorize any third party to),
directly or indirectly:
a. redistribute, sell, lease, license, copy, publicly perform or display, transmit, publish, edit,
adapt, create derivative works of, modify, or otherwise use or exploit in any manner any
portion of the Platform, except as expressly provided herein;
b. distribute, deploy, or otherwise utilize Integrations for any purpose other than to facilitate
the integration of apps with the Platform;
c. use or implement any undocumented feature or API, or use any documented feature or API
other than in accordance with applicable Documentation;
d. fail to maintain the confidentiality of any non-public aspects of the Platform or fail to use
at least the same measures to protect the non-public aspects of the Platform as you use for
your own confidential information (and in any case, no less than reasonable care);
e. decompile, reverse engineer, or otherwise access or attempt to access the source code for
the Platform not made available to you in source code form;
f. remove, obscure, interfere with, or circumvent any Platform feature, including without
limitation, any copyright or other intellectual property notices, security, or access control
mechanism;
g. take any action that could subject the Platform (or any part) to third-party terms, including
without limitation “open source” software license terms;
h. copy, frame, recreate, or display any elements of the Platform or User Platform through
Integrations or Apps, except as expressly authorized by HighLevel in writing;
i. access or use the Platform for any competitive purpose or competitive analysis or
disseminate performance information (including uptime, response time, or benchmarks)
relating to the Platform or Services;
j. suggest any affiliation with HighLevel, including any suggestion that HighLevel sponsors,
endorses, or guarantees any Integrations, or App, except for the Platform integration
relationship expressly contemplated in this Agreement, or make any representations,
warranties, or commitments regarding HighLevel or on behalf of HighLevel (including
with respect to the Services or Platform);
k. engage in any deceptive or unethical activities, or activities that could otherwise be
detrimental to HighLevel, the Platform, the User Platform, Service or HighLevel’s
customers;
l. use the Platform for any purpose other than for it was expressly designed; or
m. use or access the Platform in violation of this Agreement or the TOS.
If you are prohibited from using the Platform under applicable law, you may not use it. You will
comply with all applicable laws and regulations (including without limitation laws and regulations
related to import and export controls and data privacy), legal requirements, generally accepted industry
standards, and self-regulatory principles in connection with your use of the Platform. ANY USE IN
VIOLATION OF THESE LIMITATIONS AND RESTRICTIONS IS STRICTLY PROHIBITED AND
UNLICENSED.
Section 3: Reservation of Rights. The Platform is owned by HighLevel and licensed, not sold, to you.
The Platform and the Services, including, without limitation, all app templates, content, visual
interfaces, interactive features, information, graphics, design, compilations, computer code, products,
services, and other Platform and Services elements, are protected by copyright, trade dress, patent, and
trademark laws of the United States and other jurisdictions, international conventions, and other
intellectual property and proprietary rights, and applicable laws. As between you and HighLevel, all
components of the Platform, including all intellectual property rights therein and thereto, are the sole
and exclusive property of HighLevel, its affiliates, and/or licensors. HighLevel reserves all rights not
expressly granted in this Agreement. You do not acquire any right, title, or interest to the Platform,
User Platform or any Services, whether by implication, estoppel, or otherwise, except for the limited
rights set forth herein. HighLevel may monitor Platform usage and limit or terminate your access to
the Platform, including the number of calls or requests you may make. HighLevel may put these
limitations in place in its sole discretion, including without limitation if it believes your usage is in
breach of this Agreement, may negatively affect the Platform or User Platform or Services, or may
otherwise impose liability on HighLevel. HighLevel may modify the Platform, User Platform and
Services at any time (including removing any portion in its sole discretion), require you to use the
latest versions of any part of the Platform, or require you to use the Platform in a different manner, by
providing notice to you or amending this Agreement in accordance with its terms.
Section 4: Trademarks
a. To the extent that HighLevel approves Integrations and they are activated and made publicly
available through the User Platform, each party (the "Grantor") hereby grants to the other
party (the "Grantee") a non-exclusive, non-transferable (except as otherwise set forth herein),
non-sublicensable right and license to use Grantor's trademarks, trade names, service marks,
logotypes or brand identifiers, whether registered or unregistered (collectively, "Trademarks"),
solely for the purpose of: (i) in the case of you as the Grantor, marketing and publicizing the
Platform, User Platform and Services and the functionality of Integrations that are approved
and activated; or (ii) in the case of HighLevel as the Grantor, indicating that approved and
activated Integrations are available and operable on the User Platform.
b. You also hereby grant to third-party Platform participants with applications or application
programming interfaces that are approved for the User Platform ("Third-Party Participants",
and such applications or application programming interfaces, "Third-Party Apps") a
non-exclusive, non-transferable (other than to a successor), non-sublicensable right and license
to use your Trademarks solely for the purposes of: (i) marketing and publicizing the
Third-Party Apps of such Third-Party Participants; and (ii) linking or embedding such
Third-Party Apps with Integrations and Apps.
c. For all private Integrations that have not been approved by HighLevel, you hereby grant to
HighLevel a non-exclusive, non-transferable (except as otherwise set forth herein),
non-sublicensable right and license to use your Trademarks, solely for the purpose of
indicating that the Integrations are available and operable on the User Platform on a private,
invitation-only basis.
d. Each party reserves all rights to its Trademarks not expressly granted under this Section. Any
rights (including goodwill) that Grantee acquires by use of the Grantor's Trademarks shall
inure solely to the benefit of Grantor. Grantee shall not: (i) use any mark confusingly similar
to the Grantor's Trademarks; or (ii) use Grantor's Trademarks in its business names,
product/service names, or website domain names. Grantee shall use the Trademarks in
accordance with Grantor's guidelines as may be provided by Grantor from time to time, and
Grantor shall have the right to review Grantee's use of the Grantor's Trademarks from time to
time. Grantee shall remedy any deficiencies in its use of the Grantor's Trademarks, as
determined by Grantor in its sole discretion, upon notification by Grantor and in the manner
requested by Grantor.
Section 5: Standards for Integrations/Apps and Use of HighLevel Trademarks. You represent and
covenant that you will meet and continue to meet the following standards with respect to Integrations
and HighLevel’s Trademarks:
a. Adherence to Quality. You will ensure that Integrations meet the quality standards set forth
in Exhibit A.
b. Maintenance of Integrations. You will take reasonable measures to maintain the
functionality, quality, availability, and security of Integrations.
c. Maintenance of Apps. You will take reasonable measures to maintain the functionality,
quality, availability, and security of Apps.
d. Development/Brand Guidelines. You will comply with HighLevel's branding guidelines set
forth in Exhibit B.
For Integrations to be activated and made publicly available through the Services, HighLevel must first
approve them at its sole discretion. HighLevel reserves the right, but not the obligation, to maintain the
functionality, quality, availability, and security of Integrations.
Section 6: Your Other Responsibilities
a. Registration. You are responsible for providing HighLevel with complete and accurate
account information. HighLevel processes your account information in accordance with its
Privacy Policy available at https://www.gohighlevel.com/privacy-policy.
b. Program Fee. As consideration for the rights and licenses granted to you under this
Agreement and your participation in the Program, you may be required to pay a
non-refundable Program Fee. The Program Fee may be billed based on a monthly platform
fee, revenue share, or other structure, to be determined at HighLevel’s discretion.
HighLevel reserves the right to modify the Program Fee, including without limitation the
amount of such Program Fee or billing structure, at any time by providing notice to you.
For Program Fees that include a monthly platform fee, HighLevel may automatically
charge the credit card on file on a monthly basis unless and until you terminate your
participation in the Program, in which case you will be billed through the last month of
such participation. For Program Fees that include a revenue share, you authorize
HighLevel to retain the specified percentage of Developer Revenue prior to remitting any
amounts to you. HighLevel will remit the percentage of Developer Revenue to which you
are entitled through an automated clearing house system on a monthly basis. HighLevel
may recoup, set off, or credit against amounts payable to you all present and future
indebtedness of you to HighLevel arising from this or any other transaction with you or
any of your affiliates, whether or not related to this Agreement. HighLevel may also
establish a reserve or place a hold on your account.
c. Taxes. You agree to provide HighLevel with any required withholding certificates or other
documentation, such as IRS Forms W-9 or W-8 (e.g., Form W-8ECI, Form W-8BEN, Form
W-8BEN-E, Form W-8IMY, etc.), before any payment is made to you under this
Agreement. You also agree to timely file all required returns, report any income, and pay
any applicable taxes resulting from the payments you receive under this Agreement, which
you agree and acknowledge are your sole responsibility. Upon request, you agree to
provide evidence to Company, such as IRS Form 4669 (or a similar form requested by
Company), that such income was reported. Company agrees to provide you with any
necessary forms, such as IRS Forms 1099-K, to evidence the amounts paid to you under
these Terms and any taxes withheld, as required by applicable Law.
d. Integrations/Apps and End Users. You are solely responsible, at your own expense, for: (i)
Integrations and Apps and their distribution, operation, and support; (ii) your own
relationships and agreements with end users regarding their use of Integrations and Apps,
including without limitation all customer service obligations and legal obligations or
notices; (iii) the security of Integrations and Apps; and (iv) Integrations and Apps'
compliance with all applicable laws, third-party policies, and terms and conditions. You are
solely responsible for ensuring that you have adequate insurance coverage to protect
against claims arising from your operations or Apps or Integrations. At our request, you
will provide to us certificates of insurance, complete insurance policies, and any other
related documents evidencing the required insurance coverage.
e. User Data. An end user of the Services and the Apps may access, retrieve, transmit,
upload, post, delete, collect, maintain, use, store, or otherwise process (collectively,
"Process" or "Processed") certain of their data, content, or information through Integrations
("User Data") for their further use. With respect to such User Data (including from
third-party services), you agree:
i. to Process the User Data only to the extent enabled by such end user and to
ensure that all User Data is Processed in Integrations and Apps in accordance
with: (1) your agreement with the end user, a legally adequate public-facing
privacy policy, and appropriate contextual notices to and consents from end
users; (2) all applicable laws; (3) all applicable policies and terms and
conditions of any Third-Party Apps or third-party services accessed or linked to
Process any User Data; and (4) appropriate measures that protect the privacy
and security of User Data;
ii. to use User Data only to provide user-facing features, and not to transfer or sell
User Data for other purposes (e.g., targeting ads, market research, email
campaign tracking, and other unrelated purposes);
iii. to access only the User Data necessary to implement Integrations and Apps or
as necessary to respond (or assist an end user in responding) to an individual’s
rights under applicable data privacy laws, such as the rights of access,
correction, deletion, or accounting of disclosures. HighLevel has enabled you
to comply with these requests through the Platform. If you receive a deletion
request from a user and you believe that HighLevel is in possession of the User
Data, HighLevel will delete the information as required by applicable data
privacy laws after receiving notification from you; and
iv. not to permit humans (other than the user's intended recipient, if applicable, and
the end user themselves) to read User Data, except: (1) if you obtain the end
user's affirmative consent; (2) as necessary for security purposes or to comply
with applicable law; or (3) your use is limited to internal operations and the
User Data (including derivations) have been aggregated and anonymized.
To Process User Data from the Services, Third-Party Apps or other third-party services,
Integrations, and Apps may need to meet certain minimum security and privacy standards.
You agree to demonstrate that they meet such standards upon request.
f. TOS. You will not facilitate or encourage any end user to violate the TOS or interfere with
their review or acceptance of the same. Except as otherwise stated herein, your use of the
Platform is subject to this Agreement, not the TOS. If you use Services as an end user,
such use remains subject to the TOS.
g. Your Representations, Warranties, and Covenants. You represent, warrant, and covenant
that:
i. you have full power and authority to enter into and perform this Agreement and
to develop and exploit Integrations and Apps without violating any other
agreement or undertaking;
ii. All Integrations, Apps, and your use of the Platform, will not violate any
third-party rights (including intellectual property rights and rights of privacy or
publicity) or any applicable laws or regulations;
iii. all information that you provide to HighLevel is and will be true, accurate, and
complete;
iv. (1) Integrations will not facilitate any violation of the regulations of the U.S.
Department of Commerce, or any other export or import restrictions, laws, or
regulations of the United States; and (2) you are not located in, under the
control of, or a national or resident of any country to which the United States
has embargoed goods or services; and
v. you will not interfere with HighLevel's business practices, including with
respect to the Services or Platform.
Section 7: HighLevel's Rights with respect to Integrations
a. You hereby grant to HighLevel an exclusive (as to third parties), perpetual, irrevocable,
sublicensable right and license to copy, modify, use, make derivative works of, improve,
update, upgrade, add to, and distribute Integrations in connection with the Platform, User
Platform and Services, provided that HighLevel will not intentionally remove functionality
from Integrations other than to bring them into compliance with this Agreement or to
address errors, bugs, security, availability, connectivity, or other similar issues. For clarity,
the foregoing exclusivity means that only you (subject to the other terms and conditions of
this Agreement) and HighLevel (or its sublicensees) may exercise any rights in
Integrations, except that either you or HighLevel may permit end users to use Integrations
in connection with their permitted use of the User Platform and Services. This license will
survive any termination of this Agreement. HighLevel may exercise the foregoing rights
through contractors providing services to HighLevel, solely in their capacities as service
providers to HighLevel. You agree to provide HighLevel with the source code for
Integrations upon request.
i. You will immediately notify HighLevel in writing if you become aware of third
parties using Integrations other than in connection with the Platform or User
Platform in accordance with this Agreement, or otherwise in violation of this
Agreement or the TOS, and you will use best efforts to cause such third parties to
cease such use. You agree that HighLevel will have the right (but not the
obligation) to take action against any such third party, including by enforcing any
intellectual property rights in Integrations against such third party. You will
cooperate with HighLevel in connection with any such action, including, if
necessary, by being joined as a party to such action.
ii. HighLevel may collect and analyze data and other information relating to the
provision, use, or performance of the Platform, Integrations, and related systems
and technologies. HighLevel may: (i) use such data and information to improve
and enhance the Platform, Integrations, User Platform, Services, and/or HighLevel
business; and (ii) disclose such data and information in aggregated or other
de-identified forms in connection with its business.
Section 8: Processing of Data. The parties hereby acknowledge and agree that when an end user uses
Integrations to Process User Data, such end user is the "data controller" (as such term is defined under
applicable data privacy laws) of their User Data. HighLevel is a "subprocessor" or "service provider,"
as applicable (as such terms are defined under applicable data privacy laws) of such User Data in
HighLevel's possession. You are a "processor" or "service provider," as applicable (as such terms are
defined under applicable data privacy laws) of such User Data in your possession. Each party hereby
agrees to comply with applicable data privacy laws for any User Data that such party Processes for an
end user. As such, HighLevel agrees to the following:
a. HighLevel agrees to only process User Data according to your documented instructions
through this Agreement and your participation in the Program. HighLevel will not process
User Data for any other purpose (unless required by applicable law or otherwise authorized by
the end user), in which case HighLevel will, to the extent permitted by law, inform you of such
legal requirement before the relevant processing. Except as provided in this Agreement,
HighLevel will not retain, use, or disclose User Data for any purpose other than for the
specific purpose of your participation in the Program. Specifically, HighLevel will not sell or
share User Data, other than as provided in this Agreement; retain, use, or disclose User Data
for a commercial purpose (as defined under applicable data privacy laws); retain, use, or
disclose User Data outside of the direct business relationship between HighLevel and you; or
combine User Data with personal information it receives from other users or that it collects on
its own. HighLevel will not process User Data after the termination of this Agreement, except
as otherwise provided in this Agreement.
b. HighLevel agrees to enter into a written agreement with its subprocessors or service providers
which imposes the same obligations on the subprocessors or service providers as this
Agreement imposes on HighLevel.
c. HighLevel agrees to implement appropriate technical and organizational measures to ensure
that access by its employees to User Data is limited to those individuals who need to know or
access relevant User Data, as is strictly necessary to perform under this Agreement. All
employees who are authorized to process sensitive User Data are subject to a contractual or
statutory obligation of confidentiality. HighLevel will regularly train its employees regarding
the protection of User Data.
d. HighLevel will provide you with reasonable assistance, at your expense, to enable you to (i)
conduct any data protection or transfer impact assessments that you are required to undertake
under applicable data privacy laws; and (ii) consult competent regulatory authorities prior to
processing where required by applicable data privacy laws.
e. Upon request, HighLevel will make available to you all information reasonably necessary to
demonstrate compliance with the obligations of applicable data privacy laws and this
Agreement and allow for and contribute to audits, inspections, or assessments conducted by a
regulatory authority or you. Each party bears its own costs related to an audit. The parties
agree that an approved code of conduct, a third party report, or certification provided by
HighLevel may satisfy the information requirements.
f. HighLevel will notify you if it makes a determination that it can no longer meet its obligations
under this section.
Section 9: Registration. You shall comply with registration or credentialing requirements (if any)
established by HighLevel for access to the Platform. Platform access keys or credentials are
HighLevel's Confidential Information and may not be shared with third parties.
Section 10: Feedback; Early Access Release; AI Functions.
a. HighLevel appreciates comments, bug reports, feedback, enhancements, proposals, or
suggestions regarding the Platform, Integrations, or Services ("Feedback"). Any such
Feedback you may provide to HighLevel by any means is provided on a non-confidential
basis (notwithstanding any notice to the contrary that you may provide us with), and
HighLevel may use such Feedback at its discretion, including, but not limited to
incorporating such suggested changes into the Platform, Integrations, or Services. You
hereby grant HighLevel a perpetual, irrevocable, transferable, sublicensable (through
multiple tiers), non-exclusive, royalty-free license to so incorporate, modify, create
derivative works of, and otherwise use your Feedback (including any ideas, concepts,
methods, know-how, or techniques in such Feedback) for any purpose, including to make
and sell products and services, without any restriction or obligation to you. In addition, you
agree that HighLevel may independently create software, tools, or other technology similar
to Integrations or Apps.
b. From time to time, HighLevel may, in its sole and exclusive discretion, allow you to access
and use certain alpha, beta, developmental, test, experimental, and/or early-access features
of the Platform or HighLevel APIs (each, an "Early Access Release") with your consent. In
consideration for receiving access to an Early Access Release, you hereby agree to the
following: (i) any feedback, analysis, suggestions, comments, bug reports, or test results
that you provide to HighLevel regarding such Early Access Release shall be deemed
"Feedback" under Section 10(a) above; (ii) information regarding an Early Access Release
shared with you or generated from that Early Access Release, including without limitation,
images or recordings of them constitutes HighLevel's Confidential Information under
Section 16 below; (iii) Early Access Releases may only be made available for a limited
amount of time and should not be relied upon for any ongoing needs; (iv) HighLevel may,
in its sole and exclusive discretion, terminate or discontinue any Early Access Release
and/or your specific access to such Early Access Release with or without advance notice;
and (v) your participation in using any Early Access Release is solely at your own risk and
no other party, including without limitation, HighLevel, shall have any liability to you in
connection with or otherwise related to your use of Early Access Releases. Early Access
Releases are made available on an "as is" basis, without warranty, representation, or
indemnification of any kind, express or implied.
Section 11: Third-Party Software and Open-Source Software. The Platform may be provided in
conjunction with other components, including third-party software ("Third-Party Software") provided
under separate license terms (the "Third-Party Terms") and certain Sample Code separately licensed
under open-source licenses ("Open-Sourced Sample Code"), as described in more detail in the
Documentation. Your use of the Third-Party Software and Open-Sourced Sample Code in conjunction
with the Platform is subject to the Third-Party Terms or terms of the open-source license governing
such Open-Sourced Sample Code, as applicable, and not this Agreement.
Section 12: Term and Termination. This Agreement will remain in effect until terminated. You may
terminate the Agreement by written notice to HighLevel and ceasing all use of or access to the
Platform. HighLevel may terminate this Agreement at any time for any reason, including without
limitation, any actual or suspected misuse or abuse by you of the Platform or any violation of this
Agreement. In addition, this Agreement, and your rights and licenses hereunder, will terminate
immediately upon your breach of this Agreement. Following any termination of this Agreement, you
must immediately cease use of the Platform and destroy all copies of any Platform components in your
possession. Sections 7 through 19, and HighLevel's rights to use your Trademarks under Section 4,
shall survive termination of this Agreement. HighLevel will have no obligation or liability resulting
from the termination of this Agreement as permitted above.
Section 13: Disclaimers. THE PLATFORM (INCLUDING WITHOUT LIMITATION ALL
ASSOCIATED DOCUMENTATION, LIBRARIES, HIGHLEVEL APIS, APP TEMPLATES, AND
SAMPLE CODE) IS PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY
KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, HIGHLEVEL
DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, STATUTORY, OR
OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OR CONDITIONS
OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, QUALITY,
RESULTS, AND NON-INFRINGEMENT. HIGHLEVEL EXPRESSLY DISCLAIMS ANY
WARRANTIES OF ANY KIND WITH RESPECT TO THE ACCURACY OR FUNCTIONALITY
OF THE PLATFORM AND WITH RESPECT TO THE ACCURACY, VALIDITY, OR
COMPLETENESS OF ANY INFORMATION OR FEATURES AVAILABLE THROUGH THE
PLATFORM OR THE QUALITY OR CONSISTENCY OF THE PLATFORM OR RESULTS
OBTAINED THROUGH ITS USE. HIGHLEVEL HAS NO OBLIGATION TO PROVIDE
MAINTENANCE OR SUPPORT FOR THE PLATFORM (OR TO END USERS OF
INTEGRATIONS OR APPS) OR TO FIX ANY ERRORS OR DEFECTS. HIGHLEVEL MAY
CHANGE THE PLATFORM OR SERVICES (AND FUTURE VERSIONS MAY NOT BE
COMPATIBLE WITH INTEGRATIONS OR APPS DEVELOPED USING PREVIOUS VERSIONS);
HIGHLEVEL WILL HAVE NO LIABILITY RESULTING THEREFROM. NOTWITHSTANDING
ANYTHING TO THE CONTRARY, HIGHLEVEL MAKES AND ASSUMES NO
REPRESENTATIONS, WARRANTIES, COVENANTS, INDEMNIFICATION, OR OTHER
OBLIGATIONS OR LIABILITIES WITH RESPECT TO INTEGRATIONS OR APPS OR THEIR
COMBINATION, INTERACTION, OR USE WITH ANY THIRD-PARTY APPS, THIRD-PARTY
SERVICES, THE SERVICES, OR THE PLATFORM.
Section 14: Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, UNDER
NO CIRCUMSTANCES WILL HIGHLEVEL BE LIABLE FOR ANY CONSEQUENTIAL,
SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING
LOST PROFITS) ARISING OUT OF THE USE OR INABILITY TO USE THE PLATFORM, EVEN
IF HIGHLEVEL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND
NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
IN NO EVENT WILL HIGHLEVEL'S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT
OF THIS AGREEMENT OR THE TERMS HEREOF EXCEED FIFTY DOLLARS (US$50). SOME
JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE
EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL
DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH AN EVENT
THE ABOVE LIMITATIONS AND EXCLUSIONS WILL BE ENFORCED TO THE MAXIMUM
EXTENT PERMITTED UNDER APPLICABLE LAW. THE LIMITATIONS SPECIFIED IN THIS
SECTION REFLECT THE ALLOCATION OF RISK BETWEEN THE PARTIES WILL SURVIVE
AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND
TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
Section 15: Indemnity. You shall indemnify, defend (at HighLevel's request), and hold HighLevel and
its affiliates, officers, directors, suppliers, licensors, and other customers harmless from and against any
and all liability and costs, including reasonable attorneys' fees incurred by such parties, in connection
with or arising out of Integrations or Apps (except to the extent arising solely out of modifications to
Integrations made by HighLevel), your relationships or interactions with any end users or other third
parties with respect to Integrations or Apps, your use or misuse of the Platform, your Processing of
User Data, or your violation of this Agreement, any other agreement or terms between you and
HighLevel, applicable third-party policies or terms and conditions, or any applicable law or regulation.
You must promptly notify HighLevel in writing of any claim or other matter that is or may be covered
by this indemnity, and take all necessary and appropriate actions to protect the interests of HighLevel
and its affiliates, officers, employees, shareholders, directors, agents, and representatives. HighLevel
may, at its own expense, participate in the defense and settlement of any claim with its own counsel,
and you may not settle a claim without HighLevel's prior written consent.
Section 16: Confidential Information
a. "Confidential Information" means all information that you should reasonably understand to
be confidential or proprietary, including non-public aspects of the Services or Platform
such as an alpha, beta, or other pre-general release version of the Platform or any
component of the Platform (including the Services, app templates, Libraries, HighLevel
APIs, Sample Code, or Documentation) made available to you by HighLevel.
b. Confidential Information shall not include any information that: (i) is or becomes generally
known to the public without breach of an obligation owed to HighLevel or anyone else; (ii)
was known to you without restriction before its disclosure by HighLevel; or (iii) is received
from a third party able to provide it to you without restriction.
c. You shall: (i) maintain Confidential Information in confidence (using at least the same
measures as for your own confidential information, and no less than reasonable care) and
not disclose it to any third party; and (ii) only use Confidential Information to perform your
obligations under this Agreement or for the purpose such Confidential Information was
made available to you.
Section 17: Governing Law. Any claim relating to the Platform or Services shall be governed by the
laws of Texas, without regard to conflict of laws provisions. Disputes arising under this Agreement
shall be resolved in the state and federal courts located in the state of Oregon and subject to their sole
and exclusive jurisdiction.
Section 18: Changes to this Agreement. Notwithstanding anything else in this Agreement, from time
to time, HighLevel may amend or modify this Agreement at its discretion, provided that HighLevel
will use commercially reasonable efforts to notify you of the modifications and the effective date of
such modifications by posting the amended Agreement online or through communications via your
account, email, or other means. You may be required to click to accept or otherwise agree to the
amended Agreement in order to continue accessing or using the Platform, and in any event continued
access or use of the Platform and Services after the amended version of this Agreement goes into
effect will constitute your acceptance of such amended version.
Section 19: Miscellaneous
a. This Agreement constitutes the entire agreement between you and HighLevel. It
supersedes all prior agreements, negotiations, or other communications between you and
HighLevel, whether oral or written, with respect to the subject matter hereof. Except as
expressly provided herein, it cannot be modified other than in a writing signed by both
parties.
b. If any provision of this Agreement found invalid or unenforceable, then: (i) such provision
shall be deemed reformed to the extent strictly necessary to render such provision valid and
enforceable, or if not capable of such reformation shall be deemed severed from this
Agreement; and (ii) the validity and enforceability of the other provisions hereof shall not
be affected or impaired.
c. You may not assign this Agreement, whether expressly or by operation of law, without
HighLevel's prior written consent, except to a purchaser of all or substantially all your
assets, or to a successor by way of merger, consolidation, or similar
transaction; provided, however, under no circumstances may this Agreement be assigned to
any competitor of HighLevel, as determined in its sole and exclusive discretion, without
HighLevel's prior written consent. Any attempted assignment in violation of this section
shall be void and of no effect. HighLevel may assign this Agreement without restriction or
notice to you. Subject to the foregoing, this Agreement shall be binding on the parties and
their respective successors and permitted assigns.
d. Without limiting the other disclaimers set forth herein, you acknowledge and agree that if
HighLevel cannot provide the Platform because of any event beyond its control, HighLevel
will not be in breach of this Agreement.
e. The failure to exercise, or delay in exercising, a right, power, or remedy provided in this
Agreement or by law shall not constitute a waiver of that right, power, or remedy.
HighLevel's waiver of any obligation or breach of this Agreement shall not operate as a
waiver of any other obligation or subsequent breach of the Agreement.
f. Notices must be in writing and will be deemed provided when delivered. HighLevel may
provide notice to the email or physical address associated with your Platform account.
Your notices to HighLevel must be sent by first-class mail or prepaid post to:
HighLevel, Inc.
400 North Saint Paul St STE 920
Dallas, TX 75201
Attn: Legal
g. The parties are independent contractors, and this Agreement does not create any agency,
partnership, or joint venture.
Exhibit A
HighLevel App Marketplace - Integration Quality Standards
Functionality:
Apps must consistently deliver the functionalities they promise, providing stable and dependable
solutions for HighLevel users.
Thorough testing across varied scenarios within the HighLevel ecosystem is highly
recommended.
User Experience (UX):
The integration should ensure a seamless and user-friendly experience, reflecting the standards
upheld by HighLevel.
A design that aligns with HighLevel's aesthetics is preferable to guarantee a cohesive user
journey.
Performance:
Optimal performance is a necessity. Apps with components that interact directly with the user
interface should be particularly swift and responsive.
Efficient API interactions are crucial to prevent any disruptions and ensure a smooth interfacing
experience with the HighLevel platform.
Security:
Safeguarding user data is paramount. Adherence to top-tier security practices is non-negotiable.
Secure data transmission protocols and appropriate handling of authentication mechanisms, like
tokens, are essential.
Periodic security evaluations are highly recommended to maintain trust and integrity.
Data Privacy and Transparency:
Integrations should be fully transparent about data access, usage, and storage.
Full compliance with prevalent data protection legislations and protocols, such as GDPR, is
mandatory.
Data collection should be conducted only with a legal basis or express consent from the user.
Support and Documentation:
Integration developers must ensure timely and effective support channels for HighLevel users.
Comprehensive guides, including setup instructions, common solutions, and general FAQs,
should be readily accessible.
Ongoing Maintenance:
Regular updates and maintenance are necessary to align with HighLevel's platform evolutions
and ensure uninterrupted service.
Outdated or unsupported integrations may be subject to review and potential delisting.
Reviews and Feedback:
Constructive feedback is a pathway to excellence. Developers are encouraged to acknowledge,
address, and learn from user feedback.
Persistent negative feedback or unresolved issues may necessitate intervention by the HighLevel
team.
Billing and Pricing:
Integrations with associated costs should present clear and consistent billing methodologies,
preferably integrating seamlessly with HighLevel's existing billing systems.
Transparent communication regarding pricing, trial periods, or additional charges is compulsory.
Listing and Marketing:
Descriptions, feature lists, and marketing materials of integrations should be transparent,
accurate, and devoid of any misleading claims.
False or exaggerated promises are grounds for review and potential actions.
Compliance:
All integrations must strictly follow HighLevel's stipulated guidelines, in addition to abiding by
relevant local and international regulatory standards.
Exhibit B
Branding Guidelines
HighLevel App Marketplace - Branding Guidelines
Logo Usage:
The HighLevel logo must remain unaltered. It should not be distorted, rotated, or modified in any
manner.
Always ensure there's adequate spacing around the HighLevel logo, ensuring its visibility and
impact.
Use the official color palette provided for the logo. Do not recolor or apply gradients.
Typography:
Any text associated with the HighLevel platform should adhere to the prescribed font family and
style.
Avoid using fonts that clash or are too similar to HighLevel's signature typography.
Iconography:
If you're using or referencing any of HighLevel's icons, they must remain consistent with the
official versions.
Custom icons representing HighLevel features should be avoided to prevent confusion.
Terminology:
Use consistent terminology when referring to HighLevel features and services.
Do not rename or rebrand any existing HighLevel functions or offerings.
Visual Representation:
Avoid mimicking the HighLevel platform's user interface too closely in your app's design, which
can confuse users.
Your design should complement HighLevel's aesthetic while maintaining its distinct identity.
Associative Branding:
If representing that your app or service is "for HighLevel" or "compatible with HighLevel," ensure
clarity that your solution is a third-party offering and not a direct feature of HighLevel.
Avoid misleading representation that suggests an official partnership or endorsement unless such
a relationship exists.
Merchandise and Promotional Materials:
Using the HighLevel brand on merchandise or promotional materials requires explicit permission.
Ensure any such materials maintain the brand's integrity and reputation.
Disallowed Uses:
Do not use the HighLevel brand in any way that suggests a partnership, endorsement, or
affiliation unless explicitly permitted.
The brand should not be used in any context that portrays HighLevel in a negative or
inappropriate light.
Updates and Changes:
HighLevel reserves the right to update, modify, or change branding guidelines. Developers and
partners are expected to regularly review and adhere to the updated guidelines.