- Services : refers to the Developer Portal, SurveySparrow AppNest and all related content and services provided by SurveySparrow.
- Developer : refers to any third-party individual or entity that creates,develops, tests, or uses Apps through the Developer Portal and makes available such Apps through the SurveySparrow AppNest.
- Apps : refer to the software applications created, tested, or used by Developers in conjunction with SurveySparrow’s APIs and AppNest.
- SurveySparrow APIs : refers to application programming interfaces provided by SurveySparrow for the development and integration of Apps.
- Developer API : refers to application programming interfaces built by a Developer or a third-party application programming interface used by a Developer.
- AppNest : refers to SurveySparrow’s platform for the distribution and management of Apps.
- Developer Portal : refers to the online interface provided by SurveySparrow to facilitate the creation, testing, and use of Apps by Developers
- Developer Data : refers to personal and other information related to the Developer that may be collected and used by SurveySparrow for account administration, support, and general usage.
- Third-Party Developer Materials : refers to any third-party resources, materials, or content that may be integrated or accessed through the Services.
- Intellectual Property Rights : refers to all copyrights, trademarks, patents, trade secrets, rights to inventions , database rights, rights in computer software, rights in design, domain names, know how, rights to goodwill or to sue for passing off or unfair competition and all other intellectual property rights recognized by applicable laws.
- User : refers to any individual or entity that accesses or otherwise utilizes the services available through SurveySparrow AppNest.
- You or Your : refers to any individual or entity accessing or utilizing the SurveySparrow Services.
- Subject to the terms and conditions of this Agreement, SurveySparrow hereby agrees to provide you with limited, revocable, royalty-free and non-exclusive right to access the AppNest, solely and exclusively for the limited purpose until such time SurveySparrow suspends or terminates your access to the AppNest or Apps. You represent and warrant that Your use of the AppNest shall not encompass in activities involving competitive software development, including but not limited to, learning, copying, analyzing, studying, testing, or reviewing the data, features or functions of the Apps or materials with an intent to induce or attempt to induce customers, business relations or accounts of SurveySparrow to relinquish its contracts or relationship with SurveySparrow.
- You are responsible at all times for using the AppNest and the Apps (a) in accordance with this Agreement and the applicable agreement provided with the Apps; (b) in accordance with the specific requirements, terms or guidelines provided by the respective App owner or Developer;and (c) in accordance with applicable local, state, federal and international laws, regulations and conventions, including, without limitation, those related to data privacy and data transfer, international communications, and the exportation of technical or personal data. SurveySparrow shall have no liability for actions taken by you in using the AppNest in breach of the prior restrictions or this Agreement.
The Developer Portal facilitates the creation, testing, and use of Apps by providing Developers with access to SurveySparrow’s APIs and AppNest. Limited access rights to these resources are offered to Developers, who are required to abide by SurveySparrow’s usage standards and privacy guidelines.
- Your use of each Developer Apps and use of such services in conjunction with the SurveySparrow services shall be subject to and governed by a separate agreement between You and such Developer. SurveySparrow is not in any way responsible for these Developer Apps and disclaims all liability resulting from Your use of these Developer Apps. In connection with utilizing any Developer Apps, please note that you may need to accept additional updates or upgrades to certain Apps from time to time in order to continue your use of the App or use of the App through the AppNest.
SurveySparrow shall not be held liable or responsible for (i)any loss, damage or expenses resulting from Your use of the Developer Apps; (ii)any unauthorized use by the Developer and its consequences; or (iii)accessing links or URLs built or made available by the Developer.
SurveySparrow shall reserve all right to discontinue the use or suspend the availability of any Developer App for any reason whatsoever without any prior notice.
- Developers using the SurveySparrow AppNest are completely responsible for the legality of their apps. Developer shall meet the following eligibility requirements in order to create and access an account within the Developer Portal.Developer shall (i) submit all information necessary for SurveySparrow’s approval to activate such account within the Developer Portal, which entails content assessment, security checks, and quality assurance; (ii) ensure that all details submitted are true, accurate and agrees to cooperate with SurveySparrow in the review process for meeting all the eligibility requirements prescribed by SurveySparrow from time to time; (iii) not engage or permit others to engage in competitive software development activities, including but not limited to, learning, copying, analyzing, studying, testing, or reviewing the data,features or functions of the Apps or materials with an intent to induce or attempt to induce customers, business relations or accounts of SurveySparrow to relinquish its contracts or relationship with SurveySparrow; (iv)be accountable for providing technical assistance and guaranteeing data security and software integrity;and (v) give consent to SurveySparrow to process, transmit or store Developer Data for the purpose mention under this Agreement.
- Developers shall only use the Developer Portal in a manner prescribed under this Agreement. Developer has a limited, non-exclusive, non-sublicensable and revocable right to access and use the Developer Portal: (a) to install and use SurveySparrow API’s made available via the Developer Portal or linked through the Developer Portal or other SurveySparrow’ URLs, along with the available documentation, PAAS capabilities, usage policies, programs, tools, sample or other source code, and materials/content, if any, (collectively, with the SurveySparrow APIs, the “SurveySparrow AppNest Developer Materials”) to develop, test and operate Apps; (b) publish your Apps on the AppNest, as further described in these Terms; and (c)in accordance with the lawful and contractually-permitted instructions and directions of the SurveySparrow Customer that granted you access to their SurveySparrow Account.
SurveySparrow maintains the right to (i) advise changes to applications that may require re-approval; and (ii) withdraw apps for reasons such as non-compliance or misrepresentation. Developers must include their privacy statement, conditions of use and keep users updated on changes. Developers Any app audit trails are provided by SurveySparrow “AS-IS” and without any warranties.
- Developer represents and warrants: (a) to comply with all applicable laws, rules and regulations in force and any other relevant SurveySparrow policies and procedures as notified to the Developer from time-to-time;(b)to ensure all information submitted to the Developer account to be accurate and current; (c)to not submit, upload, or otherwise make available via the Services, any content or materials that Developer do not have the rights necessary to use, transmit, publish, or to grant SurveySparrow the license; (d)to own all rights necessary to create, test, develop the Apps and not infringe any third party’s intellectual property rights; (e)to install and use the Developer Portal only for integration purposes and not for any other purpose including but not limited to any illegal, unauthorized or unethical activities; (f)to use secure API and follow best practices for API security; (g) not use the AppNest or Developer Portal in a manner that would disrupt, interfere with, or harm the SurveySparrow platform or its users; (h)to be responsible for all activities that occur within the Developer Account; (i) to maintain safeguards for end-user data security, confidentiality and integrity;and (j)that the works pertaining to the Developer are its original works, and have not been copied wholly or substantially from any other source
Developer additionally represents that it shall remain fully liable and responsible for the compliance of this Section 5.2 at all times.
- The Developer portal also allows for integration with resources from third parties; however, Developers must adhere to third party agreements and obtain relevant licenses for such integration. Transparency and adaptability are key features of SurveySparrow, which lets Developers request for adjustments to API limitations and sends out alerts when materials undergo major changes.
SurveySparrow has the right to take action in situations of suspected misbehavior or violation of this Agreement. Developers that use AppNest and the Developer Portal consent to the gathering and use of Developer Data, which may include personal information that is strictly essential for account administration, support, and general usage. The processing of Developer Data shall be in accordance with the SurveySparrow’s privacy statement. Additionally, SurveySparrow has the freedom to alter the SurveySparrow AppNest Developer Materials as it deems fit. SurveySparrow may notify you of these modifications, but it is not required to. After modifications have been made, continuing to utilize the materials shows acceptance of those modifications. The App Developers are aware that these changes may have an impact on the operation of their apps, and SurveySparrow disclaims any liability in the event that these changes negatively affect the apps’ usability or accessibility.
When utilizing the Developer Portal, Developers must acquire the required licenses for third-party resources as applicable, and adhere to all relevant laws, rules, and third-party agreements. Developers acknowledge that they are completely liable for activities on the platform and that they will hold SurveySparrow harmless from any claims, liabilities, or losses resulting from any violation or suspected violation of the terms and conditions.
The guidelines below must be adhered to by Developers utilizing the SurveySparrow AppNest and Developer Portal: (i) They are not allowed to alter, reverse engineer, or hack any SurveySparrow-related files or applications. (ii) They are prohibited from removing or changing any intellectual property markers or making up any connections to SurveySparrow. (iii) They must refrain from abusing the system in any unlawful or detrimental manner, such as sending spam, violating someone’s privacy or intellectual property, or disseminating viruses and other malicious software. (iv) Developers must not abuse SurveySparrow’s API call restrictions or conceal their identities.
SurveySparrow has the ability to gather and utilize anonymous information upon the Developer’s usage of its services. This information supports and enhances the system. Cookies may be used to identify trends in usage.
SurveySparrow is the owner of all intellectual property associated with its resources, including the Developer Portal and SurveySparrow AppNest, with the exception of the rights allotted to Developers.
The Developer retains all intellectual property rights to their programmes, name, logo, and trademarks. Permission is granted for SurveySparrow to use this content only in marketing and promotion of the Apps.
Unless they specifically request differently, Developers allow SurveySparrow restricted access to use their name and logo to identify them as an associated Developer.
Developers’ postings and ideas in the Community are deemed non-confidential. They are free and unrestricted to use by SurveySparrow.
The name and logo of SurveySparrow may only be used by Developers to indicate their affiliation upon obtaining prior written consent. These marks cannot be abused or used as a means of infringement. Advertising requires special clearance.
- SurveySparrow and the Developer (collectively referred to as the “Parties”) recognize and agree that in the course of their relationship, they may have access to, or be exposed to, proprietary or confidential information belonging to the other Party (“Confidential Information”). Confidential Information shall include any information, but is not limited to,personal data, other data, know-how, processes,documents,designs, trade secrets, business plans, marketing strategies, intellectual property,source or object codes,algorithms, software code, customer data,financial models, business plans, marketing plans,reports,inventions, ideas and other non-public information, disclosed by whatever means, in any medium or format which which would be considered confidential in the normal course of business, that is either marked as confidential or would reasonably be understood to be confidential.
- Each Party shall hold the other’s Confidential Information in strict confidence, shall not disclose it to any third party without the express written consent of the disclosing Party, and shall use it solely for the purposes of performing under these Terms.
- The obligations under this Section shall not apply to information that: (a) is already publicly known at the time of disclosure; (b) becomes publicly known other than through a breach of this Section; (c) is independently developed without reference to the Confidential Information; or (d) is required to be disclosed by law, regulation, or a valid order of a court or governmental agency, provided that the receiving Party notifies the disclosing Party promptly to allow it a reasonable opportunity to seek a protective order.
- Upon termination of the relationship or upon request by the disclosing Party, the receiving Party shall promptly return or destroy all copies of the Confidential Information and certify in writing that it has done so.
- The obligations under this Section shall continue for a period of three (3) years following the termination of the relationship or such longer period as may be required by applicable law.
- Each Party acknowledges that a breach of this Section may cause irreparable harm to the other Party, for which monetary damages may be inadequate, and therefore agrees that the aggrieved Party shall be entitled to seek injunctive relief in addition to any other remedies available at law or in equity.
- SurveySparrow provides the Developer Portal, SurveySparrow AppNest, SurveySparrow AppNest Developer Materials, Third-Party Developer Materials, and all related services and content on an “AS IS” and “AS AVAILABLE” basis. To the fullest extent permitted by applicable law, SurveySparrow expressly disclaims all warranties and conditions of any kind, whether express, implied, statutory, or otherwise, including but not limited to, any warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, or that may arise from a course of dealing or usage of trade.
- SurveySparrow does not warrant that these services will be uninterrupted, timely, secure, error-free, or free from viruses, worms, or other harmful components, and SurveySparrow will not be liable for any damages or losses arising from the Developer’s use of or inability to use these services.
- SurveySparrow shall not be responsible or liable for any third-party materials, software, or other content provided or accessible through the Services, nor shall it be responsible for any conduct of any third party, including other Developers, users, or external service providers.
- In no event shall SurveySparrow be liable for any incidental, indirect, special, punitive, exemplary, or consequential damages, or for any loss of profits, revenue, data, goodwill, or business opportunities, even if SurveySparrow has been advised of the possibility of such damages.
- Developer acknowledges and agrees that it has relied on no warranties other than the express warranties provided herein, and that no warranties are made by any of SurveySparrow’s suppliers or third-party service providers.
- Developer shall indemnify, defend, and hold harmless SurveySparrow, its affiliates, and their respective officers, directors, employees, agents, licensors, and suppliers from and against any and all claims, liabilities, losses, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Developer’s use of the Developer Portal, SurveySparrow AppNest, SurveySparrow AppNest Developer Materials, or Third-Party Developer Materials; (b) any breach or alleged breach by Developer of these Terms; or (c) any infringement or violation by Developer of any intellectual property, privacy, or other rights of any third party. SurveySparrow shall provide prompt notice to the Developer of any such claim and shall have the right to control the defense of such claim, subject to reimbursement by the Developer of any costs incurred by SurveySparrow.
- The User shall indemnify, defend and hold harmless SurveySparrow, it’s affiliates, and their respective officers, directors, employees, agents, licensors and suppliers from and against any and all claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) User’s use of any app, service or content obtained through SurveySparrow AppNest or (b) any infringement or violation by User of any intellectual property, privacy or other rights of any third party. SurveySparrow shall provide prompt notice to the User of any such claim and shall have the right to control the defense of such claim, subject to the reimbursement by the User of any costs incurred by SurveySparrow.
- To the fullest extent permitted by applicable law, You understand that neither Surveysparrow or its affiliates shall be liable for any indirect, incidental, consequential, special, punitive, or exemplary damages, including but not limited to damages for loss of profits, revenue, business, goodwill, use, data, or other intangible losses, arising out of or in connection with the Services, even if SurveySparrow has been advised of the possibility of such damages.
- In no event shall Surveysparrow’s total aggregate liability to Developer for all damages, losses, and causes of action arising out of or relating to these terms or Developer’s use of the services exceed $1000 USD.
- SurveySparrow retains the right, in its sole discretion, to change the terms of this Agreement. As a Developer, you have an obligation to keep yourself updated on any modifications. Your sole option is to cancel your Developer account and stop using the Services if you disagree with any amended Terms. The current Terms will be deemed accepted if you continue to use the Services
11.1: These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles. Each Party agrees to submit to the exclusive and personal jurisdiction of the Courts located in California, USA.
11.2: These Terms, along with any other documents expressly referred to herein, constitute the entire agreement between SurveySparrow and Developer with respect to the subject matter hereof, and supersede all prior and contemporaneous agreements, proposals, negotiations, representations, or communications relating to the subject matter.
11.3: If any provision of these Terms is found by a court of competent jurisdiction to be invalid or unenforceable, such provision shall be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under applicable law, and the remaining provisions shall continue in full force and effect.
11.4: No failure or delay by either party in exercising any right, power, or remedy under these Terms shall constitute a waiver of that or any other right, power, or remedy.
11.5: Neither party shall be liable for any failure or delay in performance under these Terms due to circumstances beyond its reasonable control, including, without limitation, acts of God, war, riot, strikes, labor disputes, governmental actions, natural disasters, or interruptions in telecommunications, power, or internet services.
11.6: Developer may not assign or transfer these Terms or any of its rights or obligations hereunder without the prior written consent of SurveySparrow. SurveySparrow may assign or transfer these Terms, in whole or in part, without restriction.
11.7: The Developer and SurveySparrow have a relationship that is defined and outlined by these Terms. Only in relation to the Developer’s usage of the Developer Portal, AppNest, or associated websites shall these Terms supersede any prior agreements with SurveySparrow in the event of a dispute.
11.8 Notices: All notices, requests, consents, claims, demands, waivers, and other communications hereunder shall be in writing and shall be deemed to have been given: (a) when delivered by hand; (b) when received by the addressee if sent by a nationally recognized overnight courier; (c) on the date sent by email of a PDF document (with confirmation of transmission) if sent during normal business hours of the recipient, and on the next business day if sent after normal business hours of the recipient; or (d) on the third day after the date mailed, by certified or registered mail, return receipt requested, postage prepaid.
11.9: The headings in these Terms are for reference only and shall not affect the interpretation of these Terms.
11.10: Except as expressly provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity.
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