Effective Date: June 1, 2020
Thank you for your interest in developing on Web Incubator!
Note that any capitalized terms not defined in these Developer Terms have the meanings set forth in our Terms of Service.
If you have any questions about these Developer Terms, please contact us.
1. Our Licenses To You
1.2. Our Brand Assets. You may use the words, phrases, symbols, designs and other distinctive brand features associated with Web Incubator and our Services (collectively, “Brand Assets”) provided in the Developer Tools, provided that your use complies with these Developer Terms, any documentation provided with the Developer Tools and our Brand Guidelines. You agree that any goodwill derived from your use of the Brand Assets benefits only Web Incubator. If you acquire any rights in the Brand Assets, by operation of law or otherwise, you, at no expense to Web Incubator, hereby assign all such rights to Web Incubator.
2. Your Licenses To Us
2.2. License To Marks. You grant to Web Incubator a non-exclusive, non-transferable, perpetual license to use your trademarks, service marks, logos, or trade names (“Marks”) and descriptive materials you publish about, any version or portion of your Developer Product or your use of the Developer Tools, for the purpose of Web Incubator marketing and promotional activities and to acknowledge or promote your use of the Developer Tools. We agree that these Developer Terms do not grant us ownership of your Marks, and any goodwill derived from use of your Marks benefits only you.
3. Your Representations And Warranties
You represent, warrant and covenant that: (a) all information you have provided and will provide to Web Incubator is true, accurate and complete; (b) you have the full right, power and authority to make, distribute, operate, support and promote your Developer Product, use the Developer Tools and enter into these Developer Terms; and (c) your Developer Product, its contemplated use and your use of the Developer Tools will not violate the intellectual property or other rights of others, or violate any laws.
4. Your Use Of The Developer Tools
4.1. Complying With Our Policies. Any use of the Developer Tools must comply with the Web Incubator policies and requirements set forth in the Services or other documentation provided by Web Incubator, which may be modified from time to time.
4.2. Prohibited Actions. You, your use of the Developer Tools and your Developer Product may not, and may not attempt to, do any of the following:
4.2.2. Access or attempt to access the Developer Tools by means other than as described in the documentation provided by Web Incubator. If you are assigned developer credentials (e.g., client IDs or API keys), you must use them with the applicable Developer Tools and cannot misrepresent or mask either your identity or your client’s identity when using the Developer Tools.
4.2.3. Mislead, confuse or surprise Your Users. For example, your Developer Product should be transparent with Your Users about what it does, and you should obtain Your Users’ prior affirmative consent to: (a) modify Your Users’ account settings, data or device; (b) store or share Your Users’ content; or (c) attempt to gain any rights to Your Users’ content.
4.2.4. Substantially replicate the Services or any other products or services offered by Web Incubator.
4.2.5. Sell, rent, transfer, sublicense or otherwise provide use of any rights granted in these Developer Terms to any third party except as expressly permitted herein.
If we believe, in our sole discretion, that you have violated or attempted to violate any term, condition or the spirit of any of these rules, your license to and ability to use and access the Developer Tools may be temporarily or permanently revoked, with or without notice.
4.3. Usage Limits. Web Incubator sets and enforces limits on your use of the Developer Tools (e.g., limiting the number of API requests that you may make or the number of users you may serve), in our sole discretion. You may not, and may not attempt to, circumvent such limits.
Confidential Information means non-public business or technical information, including without limitation software, specifications and other non-public information related to the Developer Tools that is marked or otherwise identified as proprietary or confidential at the time of disclosure, or that by its nature would be understood by a reasonable person to be proprietary or confidential. Confidential Information shall include without limitation API keys and client IDs.
Unless otherwise authorized in writing by Web Incubator, you agree that you will only use Confidential Information as permitted herein and you will not disclose, sell, license, transfer or otherwise make available any Confidential Information to any person or entity except to your affiliates, employees, clients or agents who need to know it and who have agreed in writing to keep it confidential. You agree that you will protect the Confidential Information from unauthorized use, access or disclosure in the same manner that you would use to protect your own confidential and proprietary information of a similar nature, and in no event with less than a reasonable degree of care. Your confidentiality obligations, as they apply to any clients any of this Confidential Information disclosed prior to termination, will survive termination to any third party without Web Incubator’s prior written consent.
You may stop using our Developer Tools at any time, with or without cause or notice. Web Incubator may terminate or suspend the Developer Tools or these Developer Terms, or your access to the Developer Tools, at any time, for any reason, with or without notice. Upon any termination or suspension of access, you may lose access to content, materials or other information that you provided to Web Incubator related to your Developer Product or through the Developer Tools. All sections of these Developer Terms that by their nature should survive termination shall survive termination, including without limitation Your Licenses to Us (2), Prohibited Actions (4.2), Confidentiality (5), Termination (6), Warranty Disclaimers (7), Limitation of Liability (8), and Indemnification (9).
7. Warranty Disclaimers
To the fullest extent permitted by law, Web Incubator makes no warranties, either express or implied, about the Developer Tools. The Developer Tools are provided “as is.” Web Incubator also disclaims any warranties of merchantability, fitness for a particular purpose and non-infringement. No advice or information, whether oral or written, obtained by you from Web Incubator shall create any warranty. Web Incubator makes no warranty or representation that the Developer Tools will: (a) be timely, uninterrupted or error-free; (b) meet your requirements or expectations; or (c) be free from viruses or other harmful components. We make no representations that our Developer Tools are appropriate or available for use in all locations. Some places don't allow the disclaimers in this paragraph, so they may not apply to you.
8. Limitation of Liability
To the fullest extent permitted by law, in no event will Web Incubator be liable with respect to any claims arising out of or related to the Developer Tools or these Developer Terms for: (a) any indirect, special, incidental, exemplary, punitive or consequential damages; (b) any loss of profits, revenue, goodwill or other intangible losses; (c) any damages related to your access to, use of or inability to access or use the Developer Tools, including without limitation interruption of use or cessation or modification of any aspect of the Developer Tools; (d) any damages related to loss or corruption of any content or data, including without limitation User Content and Developer Product data; (e) any User Content or other conduct or content of any user or third party using the Developer Tools, including without limitation defamatory, offensive or unlawful conduct or content; or (f) any Third Party Services or third party sites accessed via the Developer Tools. These limitations apply to any theory of liability, whether based on warranty, contract, tort, negligence, strict liability or any other legal theory, whether or not Web Incubator has been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed its essential purpose. To the fullest extent permitted by law, in no event shall the aggregate liability of Web Incubator for all claims arising out of or related to the Developer Tools and these Developer Terms exceed the greater of twenty U.S. dollars ($20) or the amounts paid by you to Web Incubator in the twelve (12) months immediately preceding the event that gave rise to such claim. Some places don't allow the types of limitations in this paragraph, so they may not apply to you.
To the fullest extent permitted by law, you agree to indemnify and hold harmless Web Incubator from and against all damages, losses and expenses of any kind (including without limitation reasonable attorneys' fees and costs) arising out of or related to: (a) your Developer Products; (b) any claims from Your Users; and (c) your violation of any law or regulation or the rights of any third party.
10.1. Modifications To Developer Tools. Our Developer Tools are constantly evolving as we refine, add and potentially remove features with the needs of our users and developers in mind, so please check in regularly to see the latest versions. You acknowledge that any such modifications may have an adverse effect on your Developer Product, including without limitation changing the manner in which it communicates with the Services, and you agree that Web Incubator shall not be liable to you in any way for such adverse effect. We’ll try to inform you of any changes with reasonable notice so you can adjust your use of the Developer Tools, but you agree that we’re not under any obligation to do so.
10.2. Modifications To Developer Terms. We may modify these Developer Terms periodically, and we’ll always post the most current version on our site. If a modification meaningfully reduces your rights, we'll notify you in accordance with the procedures set forth in our Terms of Service.
11. Additional Terms