Jade API Terms and Conditions
Last Updated: 5/Sep/2012
Thank you for developing on the Jade platform! By using the Developer Platform, or otherwise building or distributing a Jade API App, (“Developing on Jade”) you agree to be bound by these Jade API Terms and Conditions (the “Developer Terms”), which govern your access to and use of the Jade API service, any Jade developer web pages and documentation, and API SDKs, app keys, and access tokens (collectively, the “Developer Platform“). Please carefully read these API Terms before investing your time to use the Developer Platform. Please also carefully read the Jade Terms of Service and our Privacy Policy, which are incorporated into these Developer Terms. You may Develop on Jade only if you have the legal power to form a contract with us.
If you are Developing on Jade on behalf of an organization, you are agreeing to these Developer Terms for that organization and promising that you have the authority to bind that organization to these Developer Terms. In that case, “you” and “your” will refer to that organization.
1. Your Apps.
1.1 Your Apps, Generally. A “Jade API App” is any application that accesses Jade through the Jade API. Jade API Apps must comply with the Jade policies and requirements set forth on the Jade Developer websites or other documentation provided by Jade, which may be modified from time to time. You must apply for access to develop a Jade API App and to gain certain access levels for that Jade API App. We may deny those requests, or revoke access if we believe you are in violation of these Developer Terms in letter or spirit (or if we think your Jade API App is otherwise bad for the Developer Platform).
1.2 Prohibited Actions.
You and your Jade API App must not, and must not attempt to:
(a) violate, or encourage or facilitate the violation of, any aspect of our Terms and Acceptable Use Policy ;
(b) use, display, mirror or frame (including in meta-tags or hidden text) Jade websites, or any individual element of Jade websites, Jade’s name, trademarks, logos or other proprietary information, or the layout and design of any page or form contained on a page, without Jade’s express written consent; or
(c) mislead, confuse, or surprise users. Your Jade API App should be transparent with users about what it does. For example, it shouldn’t (i) modify a user’s account settings, data, or device, (ii) store or share a user’s content, or (iii) attempt to gain any rights to users’ content, without open and express consent from the user.
1.3 Platform Usage
(a) We may sometimes review the Developer Platform (including how our services are being accessed and used), but you acknowledge that we have no obligation to do so. We are not responsible for files, user posts on our forums or elsewhere, or any other information accessible through the Developer Platform.
(b) We may limit the number of calls accepted by the API if we believe that the number of calls to the Jade API may negatively impact the Jade API or Jade service.
(c) Our Developer Platform is a work in progress. You should keep that in mind. It will continue to change over time as we refine and add more features with the needs of our users and developers in mind.
1.4 End User Data.
If you collect any personally identifiable information via your Jade API App, you must ensure that it is collected, processed, transmitted, maintained and used in compliance with all applicable laws and a privacy policy that you post and make available to users from the Jade API App. You must comply with the terms and conditions of your privacy policy and employ reasonable measures to protect that personally identifiable information.
1.5 Our Products and Your Feedback.
These Developer Terms do not grant you any rights in any of our services or software or the content accessed through them. While we appreciate it when users send us feedback, please be aware that we may, at our discretion and for any purpose, use, modify, incorporate into our products, license and sublicense, any feedback, comments, or suggestions you send us or post in our forums without any obligation to you.
2. Other Platforms and Users.
You are fully responsible for any dealings with (a) the platforms and operating systems on which your Jade API Apps are distributed and used, and (b) the users of your Jade API App. We have no obligation to provide support to users for your Jade API Apps. Unless you have written permission to do so from Jade, you must not state or imply any endorsement by Jade of your Jade API App, or other products or services, and must not make any representations about your Jade API App, or Jade’s products or services that are in any way false or misleading.
3. Trademarks.
3.1 Jade License.
Jade hereby grants you a non-exclusive, non-transferable, non-sublicenseable, fully revocable license, to use the Jade Marks found in the Jade Branding Guide for Developers solely to promote your Jade API App in accordance with these Developer Terms and, applicable law, and the Jade Branding Guide for Developers. You agree and acknowledge that except for the limited license above, these Developer Terms do not grant you any rights to the Jade Marks and that all goodwill generated through use of such marks benefits Jade. If you use any Jade Marks, you will at no time contest or aid in contesting the validity or ownership of those Jade Marks or Jade’s rights in them, including, but not limited to, applying to register any trademark, trade name or other designation that is confusingly similar to those Jade Marks. “Marks” means all trademarks, service marks, logos or trade names used to identify a party and its products and services.
3.2 Developer License.
You grant to Jade a non-exclusive, non-transferable license (while you continue to support a Jade API App), to use your Marks and descriptive materials you publish about your Jade API App solely in connection with the promotion of Jade services accessible through your Jade API App, and to acknowledge or promote your Jade API App. Any use must be in accordance with applicable law and not inconsistent with your trademark usage guidelines (except to the extent they require further permission for the uses described above). Jade agrees and acknowledges that except for the limited license above, these Developer Terms do not grant Jade any rights to your Marks and that all goodwill generated through use of such marks benefits you.
(These Developer Terms do not grant us any ownership of your Jade API App, intellectual property, or Marks.)^3
4. Term and Termination.
Jade may terminate these Developer Terms at any time or suspend your access to Jade services: (a) if you breach any provision of these Developer Terms; (b) if Jade is required to do so by law; (c) if Jade ceases to offer any services covered by these Developer Terms; or (d) for any other reason with 30 days prior written notice to you (or sooner if you or the Jade API App are flagrantly violating the Developer Terms or are a threat to users or the platform). You may terminate these Developer Terms at your convenience by delivering at least 30 days’ prior written notice to Jade and stopping all use, operation, support, promotion, and distribution of all of your Jade API Apps. UPON ANY TERMINATION OR SUSPENSION OF ACCESS, YOU MAY LOSE ACCESS TO ANY CONTENT, MATERIALS OR INFORMATION THAT YOU PROVIDED TO Jade RELATED TO YOUR APP. Sections 1.2, 1.5, 6, 7, 8, and 10 will survive any termination of these Developer Terms.
5. Representations and Warranties.
You represent and warrant that: (a) all information you have provided and will provide to Jade is true, accurate, and complete; (b) you have not previously had a Jade account which has been terminated by Jade (or have made us aware of that in connection with your current application); (c) you have the full right, power and authority to make, distribute, operate, support, and promote your Jade API App and to enter into these Developer Terms; and (d) your Jade API Apps and their contemplated uses will not violate the intellectual property rights or other rights of others or violate any laws.
6. Disclaimer.
THE Jade SERVICES, DEVELOPER PLATFORM AND ALL Jade SOFTWARE ARE PROVIDED “AS IS”, AT YOUR OWN RISK, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.
7. Indemnity.
You will indemnify, defend and hold Jade, our affiliates, agents, and licensors harmless from any third party claim (including reasonable attorneys’ fees) relating to: (a) any allegation that your Jade API Apps or the use of them infringes the intellectual property rights of any third party; (b) your breach of these Developer Terms or any act or omission by you in connection with your use of the Developer Platform; (c) your Jade API App; (c) your collection or use of users’ information and data. We will be entitled, at our expense, to participate in the defence and settlement of the claim or action with counsel of our own choosing. You may not settle any claims that limit our rights without our prior written consent (which will not be unreasonably withheld).
8. Limitation of Liability.
IN NO EVENT WILL Jade, ITS AFFILIATES, AGENTS OR LICENSORS BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT Jade HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (B) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO OUR SERVICES MORE THAN THE GREATER OF $100 OR ANY AMOUNTS PAID BY YOU TO Jade FOR THE PAST THREE MONTHS OF THE SERVICES IN QUESTION. Some states do not allow the types of limitations in this paragraph, so they may not apply to you.
9. Modification.
We may revise these Developer Terms from time to time and the most current version will always be posted on our website. If we think a revision is material we will notify you (for example via email to the email address associated with your account). Other changes may be posted to our blog or terms page, so please check those pages regularly. By continuing to access or use the Developer Platform after revisions become effective, you agree to be bound by the revised Developer Terms. If you do not agree to the new terms, please stop using the Developer Platform and cease all use, operation, support, promotion, and distribution of all of your Jade API Apps.
10. Reverse Engineering Forbidden.
You must not copy, translate, adapt, modify, alter, decompile, disassemble, or otherwise reverse engineer or create any derivative work of the Service. You must not merge the Service or any part thereof with any other software, nor allow any other party to do so without express written permission of Jade. You acknowledge that the Service, and the copyright, and other intellectual property rights of whatever nature in the Service are not your property and contain valuable proprietary information and trade secrets and that any use of the Service confers no title or ownership in the Service and no rights in any associated source code, and is not a sale of any rights in the Service.
11. General.
THESE TERMS AND THE USE OF THE DEVELOPER PLATFORM, Jade’S SERVICES AND SOFTWARE WILL BE GOVERNED BY VICTORIAN LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES. ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES OR SOFTWARE MUST BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF VICTORIA, AUSTRALIA, AND BOTH PARTIES CONSENT TO VENUE AND PERSONAL JURISDICTION THERE. These Developer Terms constitute the entire and exclusive agreement between you and Jade with respect to the Developer Platform, and supersede and replace any other agreements, terms and conditions applicable to the Developer Platform. These Developer Terms create no third party beneficiary rights. Jade’s failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable the remaining provisions of the Developer Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights in these Developer Terms, and any such attempt is void, but Jade may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. Jade and you are not legal partners or agents; instead, our relationship is that of independent contractors.
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