These App Developer Terms govern the relationship between vcita Inc. and its affiliates, including under the brand inTandem (“vcita”, “inTandem”, “us”, “we” or “our”) and you, a developer and owner of an App or an entity you represent (“you” or “your”), together with our Terms of Service and Privacy Policy which are incorporated herein by reference (together, “Developer Terms”), with respect to your access to, and use of, our application program interfaces, software, and/or accompanying documentation or materials (collectively, the “API”) and our software development kit and/or accompanying documentation or materials (collectively, the “SDK”) for the purpose of developing, implementing, integrating and publishing applications for our Services and Platform. 

 

By accessing and/or using our API or SDK you are accepting and agreeing (including on behalf of the entity you represent) to be bound by these Developer Terms and you are further representing that you have full right, power, and authority to enter into and perform hereunder. Please read these Developer Terms carefully before accessing and/or using our API or SDK. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable law. 

“Services” shall mean our services, Platform, apps and websites (including the inTandem App Market on which Apps may be offered to third parties) that can be made interoperable with your App through the use of the APIs or SDKs, as such services may be modified, updated and upgraded from time to time by us in our sole discretion. 

“Platform” shall mean our cloud-based web engagement service.

 

“App Market” shall mean the inTandem online marketplace for Apps designed to interoperate with and expand Users’ use of the Platform and Services.

 

“App” shall mean a software application, plugin, or extension created and developed by you that uses our APIs or SDKs to enable integration with and use of the Services. 

 

1. Our API and SDK

 

1.1 Right to Use. Subject to your compliance with these Developer Terms and during the Term, we grant you a limited, royalty free, non-sublicensable, non-transferable, non-exclusive, revocable, right to use the API and SDK solely to develop, test, support, implement, integrate, and interface your App with our Services and/or App Market solely for your use of our Services and/or Platform.

 

1.2 Restrictions on Use. You may not, and may not allow or enable any third party to, directly or indirectly: (i) commercially exploit, sell, transfer, distribute, sublicense, assign or in any other way make available the API and/or SDK or any part thereof, in whole or in part; (ii) copy, frame or mirror the API and/or SDK or any part thereof except as expressly permitted under these Developer Terms; (iii) use any of the API and/or SDK, data and any other materials provided via the API and/or SDK in a manner circumventing or exceeding the purpose, commercial structure and scope explicitly allowed or set forth under these Developer Terms; (iv) publicly display, decompile, disassemble, reduce to human readable form, translate, reverse engineer or combine the API and/or SDK with any software or services or modify or create any derivative works of the API and/or SDK or any part thereof other than as expressly permitted under these Developer Terms; (v) interfere in any manner with the functionality of the API, SDK and the Services; (vi) remove or tamper with any trademark, logo, copyright or other intellectual property notice appearing on or contained within the API and/or SDK, whether of us or any other third parties or take any action to contest vcita’s Intellectual Property rights; (vii) transmit or otherwise make available in connection with the Services any virus, worm, Trojan Horse, time bomb, bug, spyware, or any other computer code, file, or program that may or is intended to damage the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (viii) use any third party code that would subject us or our clients and related intellectual property to any third party terms including without limitations “open source”; (ix) use the API, SDK and/or the Services in a way that infringes third party’s intellectual property rights; (x) use the Services in a manner that may reasonably harm our goodwill or reputation, including in combination of any solutions, services or content that contain illegal, abusive, harassing defamatory, pornographic, sexual or other offensive material; (xi) use the API and/or SDK to build competitive product or services or replicate any feature or functionality of the Services; access or use the API and/or SDK for competitive analysis or benchmarking; and/or (xii) cache, scrape, export or extract or otherwise bulk-download and/or store any data or other materials or information made available or used via the Services in whole or in part except as expressly permitted under these Developer Terms or otherwise by us.

 

You will ensure your employees’ and contractors’ compliance with these Developer Terms and shall remain liable and responsible for any breach thereby.

 

2. Intellectual Property Ownership 

 

2.1 Ownership; Feedback. The API and SDK are licensed, not sold, and as in between us and you, we exclusively own all right, title and interest, including all related intellectual property rights in and to the API, SDK and any other materials or technology made available to you, and all derivative works thereof and reserves all rights not expressly granted to you in these Developer Terms. Any feedbacks, comments or suggestions you provide us regarding the API, SDK, Service and/or the App Market (“Feedback”), shall be owned exclusively by us and we may use it freely. As between you and us, you retain all right, title and interest in and to your App. 

 

2.2 Support. We may, but we under no obligation to, maintain, support, update, or provide error corrections or changes to the API, SDK, Services and/or App Market at any time. We reserve the right to make corrections, modifications, enhancements, improvements and other changes to the API, SDK, Services and/or App Market at any time, or to discontinue the API, SDK, Services and/or App Market or any part thereof without notice. Any update or release provided to you will be subject to these Developer Terms.

 

3. Your App

 

3.1 App Requirements and Compliance. You and your App must meet vcita developer requirements which may be provided to you by vcita, and maintain full compatibility with the API or SDK, as applicable including by applying all SDK and API updates provided by us.  You and your App will fully comply with any terms and conditions governing any third party “open source” components or other third-party intellectual property used by or within your App. Any security, privacy or other urgent compliance related updates provided by vcita should be made without undue delay. Any non-compliance may result in your App stop functioning, being blocked or temporarily removed.  

 

3.2 App Terms. Without limiting your express obligations under these Developer Terms, you are solely responsible, at your own expense and risk, for how you develop, operate and support your App and for your own relationships with Users using your App (“App Subscribers”). You will provide your App, to App Subscribers subject to your own end user license agreement or terms of use (“App Terms”) and your own privacy policy (“App Privacy Policy”) which will be provided for the App Subscribers’ acceptance before they use or access your App. Your App Terms must be consistent with our terms of service that apply to our Services that are used with your App, and to the extent applicable the App Market, and will include, without limitation, for our benefit, at least restrictions on reverse engineering (to the maximum extent permitted by applicable law); disclaimer of warranties; and limitation of liability. Our terms of service will control to the extent of any conflict with your App Terms relating to our Services. Your App Privacy Policy must be clear, complete, and conspicuous and must notify App Subscribers that you (and not us) are responsible for the privacy, security, and integrity of any App Subscriber Data processed by you or your App. Your App Terms and App Privacy Policy will comply with all applicable laws. 

 

4. Data and Security

 

4.1 Subscriber Data. Any personal and non-personal data, information and content of a vcita subscribers, their staff members and/or their clients (“Users”) provided by us to you including through the use of our API, and/or as part of the App’s performance and activities will be considered User Data (“User Data”). Any User Data provided to you by us will be further subject to our terms governing such applicable Users use of our Services and our Privacy Policy and to any specific required consents. You may also collect other information, content or data from the end users who have installed your App, either as part of the App’s performance and activities, or data you collect from the end users in connection with their usage of the App or any other lawful reason, which may include personal data. Any data, content, User Data or information provided or collected pursuant to this clause is collectively referred to as “Subscriber Data”.  

 

4.2 Use and Collection. You will: (i) obtain all necessary rights, permissions, and consents from App Subscribers to your access, collection, storage, transmission, use, disclosure, sharing, and any other processing of any Subscriber Data, and ensure that all such processing complies with your App Terms, App Privacy Policy, and all applicable laws; and if you use our API to retrieve Subscriber Data directly from us, you will limit your access and processing of such information to that (a) specifically authorized by the App Subscriber; and (b) necessary for the purposes of providing your App, all as shall be specifically detailed in your App Privacy Policy or any other Data Protection Agreement with the App Subscriber, governing your collection and use of the Subscriber Data; (ii) treat, store, transmit, use, or otherwise process Subscriber Data only in accordance with these Developer Terms, your App Privacy Policy or any other Data Protection Agreement with the App Subscriber and any other agreement you have with each respective App Subscriber and all applicable laws, rules, regulations, orders, and other requirements of governmental agencies; (iii) comply with any and all data subject rights of App Subscribers, including without limitation, the right to delete, rescind and review the Subscriber Data. We will not be liable for or have any responsibility in connection with Subscriber Data processed, used, shared or transferred by you or your App; and (iv) not sell any Subscriber Data. In no event shall you or the App engage in any transmission, storage, access or other use of Subscriber Data outside the scope of an App Subscriber’s consent. 

 

4.3 Usage Data. We may collect certain data and information regarding your use of the API, SDK, App Market, Services, App metadata, and Subscribers’ accounts that you access (“Usage Data“). We may use Usage Data for any purpose in connection with operating, improving and supporting the Services.

 

4.4 Security. You shall maintain and handle all Subscriber Data in accordance with privacy and security measures adequate to preserve its confidentiality and security and all laws. You will implement appropriate technical and organizational measures to ensure a level of security appropriate for the processing operations you undertake, and that are, in any case, no less than measures consistent with industry standard practices. In addition, you shall adhere to the security, coding practices, authentication and encryption requirements provided to you by us as part of our Development Requirements. 

 

4.5 Security Incidents. Upon discovery or notice of any alleged or suspected (i) unauthorized, intentional or accidental, access, acquisition, use, disclosure, modification, loss or destruction of Subscriber Data, (ii) security vulnerability or compromise of your App, or (iii) an issue with your App that materially degrades our systems or networks (collectively, an “Incident”), unless prohibited by law, you will notify us within 24 hours of first being aware of such Incident; to the extent permitted by applicable laws, such notification must be prior to any notification to App Subscribers. Your notice will include information about the Incident and how it may affect our Services, App Subscribers or any Subscriber Data, and you agree to provide any further information and assistance related to the Incident as may be requested by us. In the event of an Incident, you will be solely responsible, at your own expense, for investigation, remediation and your own notifications to affected App Subscribers and regulatory authorities in accordance with all applicable laws and industry standards. To the extent permitted by applicable laws, you must obtain our prior written approval for any breach notifications to App Subscribers that refer directly or indirectly to us. You must ensure that you have an updated contact name and contact information in your developer account for Incidents for App Subscriber’s use. You shall fully indemnify us for any cost, expense or damage that we may incur in connection with such Incident.

 

5. Representations and Warranties. In addition to any other representations herein, you herby represent and warrant that: (a) your Apps and their use will not violate any laws or third-party rights including intellectual property rights and privacy rights; (b) all information provided to us by you is and will be true, accurate and complete; (c) you will not interfere with our business or the way in which we license or distribute our Services and Platform. You may not suggest any affiliation with us, including any suggestion that we endorse or guarantee your Apps, except for the Platform integration relationship expressly contemplated in these Developer Terms; (d) you may not make any representations, warranties or commitments regarding or on our behalf of and/or our  Services or Platform; and (e) you will not facilitate or encourage any end user, User or App Subscriber to violate any agreement they accept or have with us.

 

6. Disclaimer of Warranties. WE INTEND FOR THE API AND THE SDK TO BE FUNCTIONAL AND RELIABLE. HOWEVER, TO THE FULLEST EXTENT PERMITTED BY LAW, THE API AND SDK ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. WE ASSUME NO LIABILITY FOR YOUR USE OF THE API, SDK OR ANY APPLICATIONS, SERVICES OR ASSISTANCE PROVIDED BY US. THE API AND SDK MAY CONTAIN TECHNICAL INACCURACIES, TYPOGRAPHICAL ERRORS OR OTHER MISTAKES AND WE DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND GUARANTEES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR ANY PURPOSE AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE RELATIVE TO THE API OR SDK. NOTHING IN THESE DEVELOPER TERMS CONSTITUTES ANY WARRANTY OR REPRESENTATION AS TO THE SUITABILITY, RELIABILITY, ACCURACY OR COMPLETENESS OF THE API, SDK, SERVICES, PLATFORM OR APP MARKET FOR ANY PURPOSE. YOU AGREE THAT USE OF THE API AND/OR SDK IS ENTIRELY AT YOUR OWN RISK. WITHOUT DEROGATING FROM THE AFORESAID, WE MAKES NO REPRESENTATION, WARRANTY, OR GUARANTEE AS TO THE RELIABILITY, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE API OR SDK. WE DO NOT REPRESENT OR WARRANT THAT THE USE OF THE API OR SDK WILL BE TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, OR THAT THE API OR SDK AND THEIR QUALITY WILL MEET YOURS OR ANY APP SUBSCRIBER’S REQUIREMENTS OR EXPECTATIONS. THE API OR SDK MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. WE SHALL NOT BE RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THESE DEVELOPER TERMS.

 

7. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR YOUR INDEMNITY OBLIGATIONS PROVIDED HEREIN, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THESE DEVELOPER TERMS OR THE USE OF THE API, SDK, SERVICES, PLATFORM OR APP MARKET WHETHER SUCH LIABILITY ARISES FROM A CLAIM BASED UPON CONTRACT, WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. INTANDEM’S TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY UNDER THESE DEVELOPER TERMS WILL BE LIMITED TO AND WILL NOT EXCEED ONE HUNDRED      DOLLARS ($100). THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE DEVELOPER TERMS IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. NO CLAIM BY YOU MAY BE MADE AFTER ONE YEAR FROM DATE OF ARISING OF THE APPLICABLE CAUSE OF ACTION OF SUCH CLAIM. NOTWITHSTANDING ANYTHING TO THE CONTRARY, INTANDEM HAS NO WARRANTY, OBLIGATION OR LIABILITY WITH RESPECT TO YOUR APP OR ITS COMBINATION, INTEGRATION OR USE WITH THE API, SDK, THE PLATFORM, APP MARKET OR SERVICES.

 

8. Indemnification. You agree to defend, indemnify, and hold us and our officers, managers, directors, shareholders, employees, sub-contractors, agents, licensors and anyone acting on our behalf harmless from and against any liabilities, losses, damages, judgments, fines, penalties, costs and expenses (including reasonable attorneys’ fees and court costs), as incurred, arising out of or resulting from any third-party (including App Subscribers) claim, action, or proceeding (a “Claim”) made in connection with your App and/or your use of the API or SDK, including without limitations, any alleged infringement, violation, misappropriation of any third party right (e.g. intellectual property rights and privacy rights) any transaction between you and App Subscribers or your breach of these Developer Terms. Upon receiving a Claim, we shall provide you with written notice and allow you to assume control over the defense and/or settlement of the Claim, provided that we reserve the right to retain counsel, at our own expense, to participate in the defense and settlement of any Claim and any settlement of any Claim by you shall require our prior written approval.

 

9. Term and Termination. These Developer Terms become effective upon your acceptance of these Developer Terms and shall continue to apply in full force and effect until terminated as provided herein (“Term”). Either party may terminate its agreement to these Developer Terms for any or no reason by providing the other party with written notice. We may terminate these Developer Terms or suspend your access to the API and/or SDK if you breach any of the terms and conditions herein and do not cure them within 7 days of receipt of our notice. Upon termination of these Developer Terms, all rights and licenses granted to you will terminate, you will cease all use of the API and/or SDK and will destroy all copies thereof and of any of our Confidential Information in your possession (whether electronic, hard-copy or otherwise) and will certify compliance herewith upon our request. We may also terminate or suspend your use of the API and/or SDK if we are required to do so by law. The clauses titled Restrictions on Use, Intellectual Property Ownership, Data and Security, Representations and Warranties, Disclaimer of Warranties, Limitation of Liability, Indemnification, Confidentiality, Governing Law and Jurisdiction, and General shall survive the termination or expiration of these Developer Terms for whatever reason. We will have no liability or obligation resulting from termination or suspension of these Developer Terms or your access as permitted above.

 

10. Confidentiality The API and SDK are the confidential information of vcita and you agree not to use the API and SDK except as expressly authorized hereunder and as necessary to exercise your rights under these Developer Terms. Except as expressly authorized hereunder, you will not disclose our confidential information to any third party. Notwithstanding the forgoing, you may disclose our confidential information to those of your employees and subcontractors that need to know such confidential information for the purpose of performing under these Developer Terms, provided that each such employee or subcontractor is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective as those set forth herein and that you remain liable for their actions. You agree to use all reasonable efforts to maintain the confidentiality of our confidential information, but in no event less than the efforts that you ordinarily use with respect to your own proprietary information of similar importance.

 

11. Modification. We may modify the terms of these Developer Terms, at any time and in our sole discretion, by providing you with written notice of such modification, including by posting new Developer Terms on our website. If any noticed modification to these Developer Terms is unacceptable to you, your sole recourse will be to terminate these Developer Terms as provided herein. Your access and/or use of the API, SDK, Services and/or App Market after receiving such notice will constitute your acceptance of the noticed modifications.

 

12.Governing Law and Jurisdiction. If you or the entity you represent are located in the USA, Canada and anywhere outside the European Union (EU) and the United Kingdom (UK), these Developer Terms and any action related thereto will be exclusively governed and interpreted by and under the laws of the State of Delaware without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction and any disputes, actions, claims, or causes of action shall be subject to the exclusive jurisdiction of the competent courts located in Delaware, USA. If you or the entity you represent are located within the European Union (EU) or the United Kingdom (UK), these Developer Terms shall be governed by and construed in accordance with the applicable laws of the United Kingdom, and any disputes, actions, claims, or causes of action shall be subject to the exclusive jurisdiction of the competent courts in London, UK. You and us mutually agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Developer  Terms.

 

13. Miscellaneous. Neither party will be liable by reason of any failure or delay in the performance of the obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, interruption or failure of the Internet or any utility service, failures in third-party hosting services, strikes, shortages, riots, fires, acts of God, war, pandemics, terrorism, and governmental actions. We will use your contact details that we have in our records, in connection with providing you with notices, as provided herein. Our contact details are detailed below. You acknowledge that notices that we provide you, in connection with these Developer Terms, will be provided via e-mail or otherwise in connection with your use of the API, SDK, Services and/or App Market. Any notice to you will be deemed given upon the earlier of: (i) post; (ii) receipt; or (iii) 24 hours of delivery. Notices to us will be provided by you to us, at [email protected]. These Developer Terms, and any and all rights and obligations hereunder, may not be transferred or assigned by you without our written approval. We may assign our rights and/or obligations hereunder without your consent or without prior notice to you. Subject to the foregoing conditions, these Developer Terms will bind and inure to the benefit of the parties, their respective successors, and permitted assigns. Any assignment not authorized herein will be null and void. These Developer Terms will be enforced to the fullest extent permitted under applicable law. If any provision of these Developer Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Developer Terms will remain in effect. No failure or delay by either party in exercising any right under these Developer Terms will constitute a waiver of that right. No waiver under these Developer Terms will be effective unless made in writing and signed by an authorized representative of the party deemed to have granted the waiver.