The TOU is revised periodically, and it may include changes from earlier versions. By continuing to use the Developer Portal, you agree to the most recent version of the TOU.
The Developer Portal testing environments contain simulated, anonymous, non-production data. All activity and/or transactions conducted in the various test environments are simulated. This TOU does not grant you any right to use any API(s) for production purposes, or any other purpose beyond the testing and development expressly described in this TOU.
You will be required to create a user name and password to access the Developer Portal, and you may be assigned separate credentials/API Keys to access certain test environments/API(s) (collectively “Access Credentials”). You must treat your Access Credentials as confidential and you may not sell, transfer, sublicense, or disclose your Access Credentials to any other person or entity.
You are responsible for all uses of the Developer Portal by you or through your Access Credentials. Specifically, and without limiting the generality of the foregoing, you are responsible for all actions and failures to take required actions with respect to the Developer Portal by any person to whom you may provide access, whether such access or use is permitted by or in violation of this TOU.
In accordance with this TOU and any associated API documentation, we hereby grant to you a non-exclusive, non-sublicensable, and non-transferable, limited license to access the Developer Portal and hosted API(s) for the purposes of developing and testing applications that use the hosted test API(s).
Except as permitted under this TOU, you represent and warrant that you will not, and shall not permit any other person to:
We, our affiliates, and service providers reserve and shall retain our entire right, title, and interest in the content, features, and functionality made available on or through the Developer Portal including, but not limited to all information, API(s), documentation, text, displays, images, video and audio, and the design, selection and arrangement thereof, and all improvements, enhancements, modifications, and derivative works thereto, except as expressly granted to you in this TOU.
You agree not to challenge, directly or indirectly, any of our rights or interests in the Developer Portal, API(s), or documentation, nor the validity or enforceability of our rights under applicable law. You agree not to directly or indirectly register, apply for registration, or attempt to acquire any legal protection for any of the content made available through the Developer Portal or any proprietary rights therein. You agree not to take any other action which may adversely affect our rights or interest in any content made available through the Developer Portal in any jurisdiction.
All messages, suggestions, ideas, notes, concepts, know-how, techniques, data, applications, mail, and other information you may send to us regarding the Developer Portal and/or hosted API(s) shall be considered an uncompensated contribution of intellectual property to us and shall become our exclusive intellectual property. By submitting any such materials to us, you automatically grant (or warrant that the owner of such materials has expressly granted) to us a perpetual, royalty-free, irrevocable, non-exclusive right and license to use, reproduce, modify, adapt, publish, translate, publicly perform and display, create derivative works from and distribute such materials or incorporate such materials into any form, medium, or technology now known or later developed, and you warrant that all so-called “moral rights” in those materials have been waived, and you warrant that you have the right to make these warranties and transfers of rights.
You agree and acknowledge that we may monitor and/or audit your use of the Developer Portal and hosted API(s). You will not seek to block or otherwise interfere with our monitoring or audit, and we may use technical means to overcome any methods you may use to block or interfere with such monitoring or audit.
Without limiting any other provision of this TOU, if we reasonably believes that your conduct in using the Developer Portal constitutes a “Threatening Condition” including but not limited to, violation of this TOU, violation of any applicable laws, rules, regulations, or industry standards, or otherwise poses a threat to any system, equipment, process, intellectual property, or our reputation, we may provide you with a notice to cease the Threatening Condition. If, in our reasonable and good faith determination, the Threatening Condition poses an imminent or actual threat (including regulatory investigation, inquiry or penalty) to us or our systems, equipment, processes, or intellectual property, you agree that we may suspend all use of the Developer Portal without notice and without any liability to you.
You acknowledge that we have no responsibility for providing you with any support, updates, upgrades, or other enhancements for the Developer Portal/API(s), and that we are under no obligation to create any updates, upgrades, or enhancements to the Developer Portal/API(s).
Notwithstanding the foregoing, we reserve the right to modify the Developer Portal/API(s), permitted API calls, databases, test environments, the permitted uses under this TOU, any of the benefits and/or features provided through or in connection with this TOU at any time with or without notice. You acknowledge that the foregoing modifications may require you to make changes to your products and services to continue to be compatible with, or interface with, the API(s) or to access or use products and services available in or through the API(s).
THE DEVELOPER PORTAL, API(S), AND DOCUMENTATION ARE PROVIDED TO YOU “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, WE ON OUR OWN BEHALF AND ON BEHALF OF OUR AFFILIATES AND SERVICE PROVIDERS, EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE DEVELOPER PORTAL, API(S), AND DOCUMENTATION, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, WE PROVIDE NO WARRANTY OR UNDERTAKING, AND MAKE NO REPRESENTATION OF ANY KIND THAT THE SERVICES PROVIDED WILL MEET THE YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. NO ORAL OR WRITTEN ADVICE OR INFORMATION PROVIDED BY US, OUR AFFILIATES, AGENTS, EMPLOYEES, AND SERVICE PROVIDERS, SHALL CREATE A WARRANTY, AND YOU ARE NOT ENTITLED TO RELY ON ANY SUCH ADVICE OR INFORMATION. THIS DISCLAIMER OF WARRANTIES IS AN ESSENTIAL CONDITION OF THIS TOU.
IN NO EVENT WILL WE BE LIABLE UNDER ANY CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHER CLAIM FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, WITHOUT LIMITATION, DAMAGES TO EQUIPMENT, FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER CAUSED BY OR RESULTING FROM (1) THE USE OR THE INABILITY TO USE THE DEVELOPER PORTAL/API(S); (2) ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, LOSS OF DATA, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO YOUR INFORMATION; (3) ERRORS, INACCURACIES, OMISSIONS, OR OTHER DEFECTS IN INFORMATION OR CONTENT PROVIDED BY, CONTAINED WITHIN, OR OBTAINED THROUGH THE DEVELOPER PORTAL/API(S), OR (4) ANY OTHER FAILURE, ACTION, OR OMISSION.
YOU AGREE TO INDEMNIFY, DEFEND, AND HOLD US HARMLESS FROM ANY AND ALL THIRD-PARTY CLAIMS, ACTIONS, LIABILITY, DAMAGES AND/OR COSTS (INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEY’S FEES) ARISING FROM (1) A THIRD-PARTY CLAIM, ACTION OR ALLEGATION OF INFRINGEMENT, MISUSE OR MISAPPROPRIATION BASED ON INFORMATION, DATA, FILES OR OTHER MATERIALS SUBMITTED BY YOU TO OR THROUGH THE DEVELOPER PORTAL; (2) YOUR VIOLATION OF ANY LAW OR RIGHTS OF A THIRD PARTY; OR (3) USE OF THE DEVELOPER PORTAL BY ANY THIRD PARTY ON YOUR BEHALF. WE RESERVE THE RIGHT, AT OUR OWN EXPENSE, TO ASSUME THE EXCLUSIVE DEFENSE AND CONTROL OF ANY MATTER OTHERWISE SUBJECT TO INDEMNIFICATION BY YOU, IN WHICH EVENT YOU WILL COOPERATE WITH US IN ASSERTING ANY AVAILABLE DEFENSES. YOU WILL NOT SETTLE ANY ACTION OR CLAIMS ON OUR BEHALF WITHOUT OUR PRIOR WRITTEN CONSENT.
We may disclose to you or make available information about its products and services, confidential intellectual property, trade secrets, third-party confidential information and other sensitive or proprietary information, whether orally or in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure: (a) is or becomes generally available to and known by the public other than as a result of, directly or indirectly, any breach of this section by you; (b) is or becomes available to you on a non-confidential basis from a third-party source, provided that such third-party is not and was not prohibited from disclosing such Confidential Information; (c) was known by you or in your possession before being disclosed by or on behalf of us; or (d) was or is independently developed by you without reference to or use, in whole or in part, of any of our Confidential Information. You shall: (i) protect and safeguard the confidentiality of our Confidential Information with at least the same degree of care as you would protect your own Confidential Information, but in no event with less than a commercially reasonable degree of care; (ii) not use our Confidential Information, or permit it
to be accessed or used, for any purpose other than to exercise its rights or perform its obligations under this TOU; and (iii) not disclose any such Confidential Information to any person or entity, except to personnel under your control who need to know the Confidential Information to assist you, or act on your behalf, to exercise your rights or perform its obligations under the TOU. You shall be responsible for any breach caused by any of your personnel. On the expiration or termination of the TOU, you shall promptly return to us all copies, whether in written, electronic or other form or media, of our Confidential Information, or destroy all such copies and certify in writing to us that such Confidential Information has been destroyed. In addition to all other remedies available at law, we may seek equitable relief (including injunctive relief) against you and your personnel to prevent the breach or threatened breach. Your obligations with regard to Confidential Information shall not apply to the extent the Confidential Information is required to be disclosed under applicable Law or a valid order issued by a court or governmental agency of competent jurisdiction, provided, however, that you shall, upon becoming aware of such law or order, promptly inform us in writing and provide a copy of such order; cooperate with us in limiting the disclosure of the Confidential Information; and only disclose that Confidential Information necessary to comply with such order.
The relationship between the Parties is that of independent contractors. Nothing contained in this TOU shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties, and neither Party shall have authority to contract for or bind the other Party in any manner whatsoever. Neither Party shall make any public statement regarding the use of the Services that suggests any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the Parties.
The Developer Portal is intended for people that are at least 18 years old or otherwise able to lawfully enter into contracts under applicable law. Nothing on the Developer Portal is intended for persons under the age of thirteen.
Use of the Developer Portal is subject to all applicable federal, state, and local laws and regulations. You agree not to use the Developer Portal to conduct any business or activity or solicit the performance of any activity prohibited by law or any contractual provision by which you are bound.
You shall not yourself, or permit any other person to, export, re-export, or release, directly or indirectly, any software, documentation, technology, or other technical data, or any products that include or use any of the foregoing, the export, re-export, or release of which to certain jurisdictions or countries is prohibited or requires an export license or other governmental approval, under any law, including the US Export Administration Act and its associated regulations (“Controlled Technology”) to any country, jurisdiction, or person to which the export, re-export, or release of Controlled Technology (a) is prohibited by applicable law; or (b) without first completing all required undertakings (including obtaining any necessary export license or other governmental approval).
We will not be deemed to have waived any of our rights or remedies with regard to this TOU unless our waiver is in writing and signed by our authorized officer. No delay or omission on our part in exercising any rights or remedies will operate as a waiver. A waiver on one occasion will not be construed as a bar or waiver of any rights or remedies on future occasions.
If any provision of this TOU is held to be void or unenforceable in any jurisdiction, such ineffectiveness or unenforceability shall not affect the validity or enforceability of such provision in any other jurisdiction or the validity or enforceability of any other provision in that or any other jurisdiction.
This TOU is governed by all applicable Federal laws of the United States of America and the laws of the State of Minnesota (without regard to any choice of law provisions thereof).