App Developer Terms
Thank you for choosing to develop a publicly or commercially accessible integration (“App”) on the TechMoreReview Platform. When you choose to develop an App using the TechMoreReview Developer Assets (as that term is defined in Section 1, below), you agree to be bound by the following terms, so please read them carefully.
These TechMoreReview Developer Terms (the “Terms“) are a binding agreement between you and TechMoreReview Ltd and its affiliates and assigns (“we” or “TechMoreReview“). In these Terms, you are referred to as “you” or “Developer”. By accepting these Terms, either by accessing or using the TechMoreReview Developer Assets, or authorizing or permitting any individual to access or use the TechMoreReview Developer Assets, You agree to be bound by these Terms.
If you are entering into these Terms on behalf of a company, organization or another legal entity (an “Entity“), you are agreeing to these Terms for that Entity and representing to TechMoreReview that you have the authority to bind such Entity to these Terms, in which case the terms “you” or “Developer” shall refer to such Entity. If you do not have such authority, or if you do not agree with these Terms, you must not enter into these Terms or use the TechMoreReview Developer Assets.
- Registration. You agree to follow the registration or credentialing requirements (if any) established by TechMoreReview for access to the TechMoreReview Developer Assets. All TechMoreReview Developer Assets access keys or developer credentials are TechMoreReview’s confidential information and may not be shared with third parties.
- TechMoreReview Customer Agreement. Use of TechMoreReview Products requires a valid license or subscription with TechMoreReview subject the applicable TechMoreReview terms of service (“TechMoreReview Customer Agreement“). You will not facilitate or encourage anyone to violate the TechMoreReview Customer Agreement or interfere with any third party’s review or acceptance of the TechMoreReview Customer Agreement. For the avoidance of doubt, your use of the TechMoreReview Developer Assets is subject to these Terms, not the TechMoreReview Customer Agreement. If you use TechMoreReview Products as a customer, that use remains subject to the TechMoreReview Customer Agreement.
- Customers and End Users. You may be developing Apps (as defined below) for or on behalf of brands that use TechMoreReview pursuant to a TechMoreReview Customer Agreement (each a “Customer” collectively “Customers”). Furthermore, you or Customers may use the Apps in such a way that results in the Apps retrieving certain data (including without limitation, personal data) content or information from TechMoreReview Products (“End User Data”) relating to the Customer’s end users (“End Users”).
- Your Use Rights. Subject to these Terms, you may use the TechMoreReview Developer Assets to enable products and services (“Apps”) to access or interface with TechMoreReview Products to be made available to third parties, but only as permitted by the relevant Developer Guidelines. All of your use rights in these Terms (including your rights to use TechMoreReview Marks below) are limited, non-exclusive, non-sublicenseable and non-transferable. You may, however, permit your agents and contractors to exercise your use rights on your behalf, provided that you remain responsible for their compliance with these Terms.
- Conditions on Use. As conditions on your use rights, you agree not to (and not to authorize any third party to): (a) use the TechMoreReview Developer Assets except with the related TechMoreReview Products and in accordance with the Developer Guidelines; (b) modify or create any derivative works of the TechMoreReview Developer Assets (except to the extent the Apps are deemed derivative works under applicable law); (c) take any action that would subject the TechMoreReview Developer Assets to any third party terms, including without limitation any “open source” software license terms; (d) make any calls to the TechMoreReview Developer Assets that are not driven by a request from an App user or the App itself, other than as part of reasonable testing of your Apps with the TechMoreReview Developer Assets; (e) copy, frame or display any elements of the TechMoreReview Products through the Apps or use the TechMoreReview Developer Assets with Apps that substantially replicate any features or functionality of TechMoreReview Products, except as expressly authorized by TechMoreReview in writing; (f) copy, distribute, sell, sublicense, rent or lease the TechMoreReview Developer Assets or any access key provided by TechMoreReview or use such items for hosting, service provider or like purposes; or (g) access the TechMoreReview Developer Assets for competitive analysis or disseminate performance information (including uptime, response time and/or benchmarks) relating to the TechMoreReview Developer Assets or TechMoreReview Products. From time to time, TechMoreReview may place limits on access to the TechMoreReview Developer Assets (e.g., limits on numbers of calls or requests or limits on access to certain TechMoreReview Developer Assets). Further, TechMoreReview may monitor your usage of the TechMoreReview Developer Assets and limit the number of calls or requests you may make if TechMoreReview believes that your usage is in breach of these Terms or may negatively affect the TechMoreReview platform (or otherwise impose liability on TechMoreReview).
- Use of TechMoreReview Marks. Subject to these Terms, you may use the appropriate TechMoreReview names, logos and trademarks (“TechMoreReview Marks“) to promote your Apps as compatible with the relevant TechMoreReview Products. Your use of TechMoreReview Marks must comply with any TechMoreReview trademark guidelines made available to you (without limiting TechMoreReview’s other termination rights) and be approved in advance of use by TechMoreReview. You must promptly cease any use of TechMoreReview Marks when requested by TechMoreReview. You may not register any domain name containing TechMoreReview Marks, the word “TechMoreReview” or the name of any TechMoreReview Product (or anything confusingly similar) unless otherwise agreed by TechMoreReview in writing. You also agree not to contest the validity of ownership of any TechMoreReview Marks. All goodwill arising from use of TechMoreReview Marks inures to TechMoreReview.
- Use of Your Marks; Your Ownership Rights. TechMoreReview may (but is not obligated to) use your name, logos and other trademarks (including those related to the Apps) to identify you as a TechMoreReview developer and to promote your Apps and TechMoreReview Products. TechMoreReview receives no other rights to your trademarks under these Terms. All goodwill arising from use of your trademarks belongs to you. For clarity, nothing in these Terms assigns ownership of your Apps or intellectual property rights to TechMoreReview.
- Your Responsibilities.
- No Resale. These Terms do not grant you the right to distribute or resell TechMoreReview Products or to create any binding commitment on behalf of TechMoreReview. In addition, you may not directly or indirectly charge a fee for use of, or access to, the functionality of the TechMoreReview Products or TechMoreReview Developer Assets, or for the App(s), without TechMoreReview’s prior written approval.
- Your Representations and Warranties. You represent and warrant that (a) you have full power and authority to enter into and perform these Terms and to exploit the Apps without violating any other agreement; (b) the Apps and their use will not violate any third party rights (including intellectual property rights and rights of privacy or publicity) or any laws, rules, regulations or orders, including those relating to data privacy, data transfer, international communications or the export of technical or personal data (“Laws“); (c) all information you provide to TechMoreReview is and will be true, accurate, and complete and (d) you will not interfere with TechMoreReview’s business practices or the way in which it licenses or distributes the TechMoreReview Products or TechMoreReview Developer Assets. You may not suggest any affiliation with TechMoreReview, including any suggestion that TechMoreReview sponsors, endorses or guarantees the Apps, except for the TechMoreReview Developer Assets integration relationship expressly contemplated in these Terms. You may not make any representations, warranties or commitments regarding TechMoreReview or TechMoreReview Products or on behalf of TechMoreReview.
- Indemnification. You will indemnify, defend (at TechMoreReview’s request) and hold harmless TechMoreReview and its affiliates and their respective directors, officers, employees, agents, contractors, App users and licensees from and against any claims, losses, costs, expenses (including reasonable attorneys’ fees), damages or liabilities based on or arising from (a) the Apps, (b) your relationships or interactions with any Customer or End User or third party distributors of the Apps, or (c) your breach or alleged breach of these Terms. TechMoreReview 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 TechMoreReview’s prior written consent (not to be unreasonably withheld).
- Ownership. TechMoreReview and its third party licensors retain all ownership and other rights in the TechMoreReview Developer Assets, TechMoreReview Products and TechMoreReview Marks, including all intellectual property rights. Providing feedback, comments, or suggestions about the TechMoreReview Developer Assets or TechMoreReview Products (“Feedback“) to TechMoreReview is wholly voluntary. By providing Feedback, Developer grants TechMoreReview a worldwide, royalty-free, non-exclusive, perpetual and irrevocable license to use, copy, modify, sublicense (through multiple tiers) and otherwise exploit the Feedback (including any ideas, concepts, methods, know-how or techniques embodied in Feedback) for any purpose, without any restriction or obligation to Developer based on intellectual property rights or otherwise.
- No Support or Maintenance. TechMoreReview has no obligation to provide any maintenance or support for the TechMoreReview Developer Assets (or to end users of Apps) or to fix any errors or defects. If TechMoreReview in its discretion provides any updates, modifications, enhancements, and other new releases to the TechMoreReview Developer Assets, such materials will be deemed included in the “TechMoreReview Developer Assets” under these Terms unless TechMoreReview specifies otherwise.
- Changes to TechMoreReview Developer Assets. From time to time, TechMoreReview may change the TechMoreReview Developer Assets or related TechMoreReview Products. Future versions of the TechMoreReview Developer Assets may not be compatible with Apps developed using previous versions. TechMoreReview typically makes these changes as part of its overall developer program and, in the event of a material change, TechMoreReview will endeavor to notify developers of the changes with reasonable notice. TechMoreReview will have no liability resulting from the actions described in this paragraph.
- App Availability Generally TechMoreReview may, in its sole discretion, make the App available to its customers or certain segments of customers.
- App Market Availability. TechMoreReview may feature the integration in TechMoreReview’s App Market (the “App Market”) and in other marketing channels, or, choose not make the App available in the App Market and marketing channels at TechMoreReview’s sole discretion.
- Termination. These Terms shall commence on the date you accept these terms or the date you begin to use the TechMoreReview Developer Assets (whichever is sooner) and will remain in effect until terminated pursuant to this Section 17 (the, “Term”). Either party may terminate these terms by providing the other party with a written notice. Termination of these terms can be done at any time, for any reason, or for no reason including, but not limited to, if you violate any provision of these Terms. Any termination of these terms shall also terminate the licenses granted to Licensee hereunder. Upon termination of these terms for any reason, you shall cease using, and either return to TechMoreReview, or destroy and remove from all computers, hard drives, networks, and other storage media, all copies of any materials licensed pursuant to these terms and any Confidential Information in your possession, and shall certify to TechMoreReview that such actions have occurred. Sections 6,9-12, 17-20, and 22 shall survive termination of these terms.
- Disclaimer of Warranties. TO THE FULL EXENT PERMITTED BY LAW, ALL TechMoreReview DEVELOPER ASSETS, TechMoreReview PRODUCTS AND TechMoreReview MARKS ARE PROVIDED “AS IS” AND “WITH ALL FAULTS” AND TechMoreReview AND ITS THIRD PARTY LICENSORS DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND GUARANTEES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR ANY PURPOSE. TechMoreReview MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE RELATED TO RELIABILITY, ACCURACY, OR COMPLETENESS OF THE TechMoreReview DEVELOPER ASSETS OR TechMoreReview PRODUCTS, THAT TechMoreReview WILL CONTINUE TO OFFER ANY TechMoreReview DEVELOPER ASSETS OR ITS DEVELOPER PROGRAM OR THAT USE OF ANY TechMoreReview DEVELOPER ASSETS OR TechMoreReview PRODUCTS WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE OR MEET DEVELOPER’S REQUIREMENTS OR EXPECTATIONS. You may have other statutory rights, in which case the disclaimers above will apply to the full extent permitted by law.
- Limitations of Liability. TO THE FULL EXTENT PERMITTED BY LAW, IN NO EVENT WILL TechMoreReview BE LIABLE (A) FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS OR LOST DATA), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE OR (B) IN ANY EVENT, FOR ANY DAMAGES OR LIABILITIES EXCEEDING ONE HUNDRED U.S. DOLLARS ($100). NOTWITHSTANDING ANYTHING TO THE CONTRARY, TechMoreReview HAS NO WARRANTY, INDEMNIFICATION OR OTHER OBLIGATION OR LIABILITY WITH RESPECT TO YOUR APPS OR THEIR COMBINATION, INTERACTION, OR USE WITH ANY TechMoreReview PRODUCTS OR TechMoreReview DEVELOPER ASSETS. Developer acknowledges and agrees that this Section 19 reflects a reasonable allocation of risk and that TechMoreReview would not enter into these Terms without these liability limitations. This Section 19 will survive notwithstanding any limited remedy’s failure of essential purpose.
- Confidential Information. In your interactions with TechMoreReview, you may be given access to certain non-public information, software, specifications, or code (“Confidential Information”), which is confidential and proprietary to TechMoreReview. You may use this Confidential Information only as necessary in exercising such rights as are granted to you in these Developer Terms. You may not disclose any of this Confidential Information to any third party without TechMoreReview’s prior written consent. You further agree that you will protect this Confidential Information from any unauthorized use, access, or disclosure with no less than a reasonable degree of care than your own confidential information.
- Open Source Software. The TechMoreReview Developer Assets may contain or be provided with components subject to the terms and conditions of “open source” software licenses (“Open Source Software“). To the extent required by the license that accompanies the Open Source Software, the terms of such license will apply in lieu of these Terms with respect to such Open Source Software, including, without limitation, any provisions governing access to source code, modification or reverse engineering.
- General. These Terms are the parties’ entire agreement and supersede any prior or contemporaneous agreements relating to its subject matter. All amendments or modifications must be in writing and signed by both parties. Failure to enforce any provision is not a waiver and all waivers must be in writing. If any provision is found to be unenforceable it (and related provisions) will be interpreted to best accomplish its intended purpose. Developer may not assign, transfer or delegate any right or obligations under these Terms and any non-permitted assignment is void. TechMoreReview may assign these Terms and its rights and obligations to any of its affiliates or in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of its assets or voting securities to which these Terms relate. Notices must be in writing and will be deemed given when delivered. TechMoreReview may provide notice to the email or physical address provided by Developer or through TechMoreReview’s developer website. Your notices to TechMoreReview must be given by post to TechMoreReview , 400 Lafayette Street, 4th Floor, New York, NY, Attn: Legal. The parties are independent contractors and these Terms do not create any agency, partnership, or joint venture. These Terms will be governed by and construed in accordance with the laws of the State of New York, excluding conflicts of law rules and principles. Each party submits to the personal and exclusive jurisdiction of the federal or state courts for New York, NY. TechMoreReview will not be liable to Developer for any delay or failure to perform any obligation under these Terms if the delay or failure is due to unforeseen events that are beyond its reasonable control. In these Terms, headings are for convenience only and “including” and similar terms are to be construed without limitation.