Appboy Developer Terms of Use

Introduction

1.1. This License Agreement ("Agreement") governs your use of the Appboy Software Development Kit ("SDK"), online access to the Appboy Dashboard and related Appboy software and services (collectively "Related Services") and any data you collect through the use of the SDK or Related Services. By agreeing to this Agreement, Appboy grants you a limited license to use the SDK and Related Services subject to the terms of this Agreement. This Agreement forms a legally binding agreement between you and Appboy.

1.2. "Appboy" means Appboy, Inc., a Delaware corporation with principal place of business at 1 Little West 12th Street, New York, NY 10014.

Acceptance of Terms

2.1. You must agree to this Agreement prior to your use of the SDK or Related Services. Your use of the SDK and Related Services is conditioned upon your acceptance of the terms set forth below. If you do not agree to this Agreement and the Terms of Use, you may not use the SDK or Related Services.

2.2. By undertaking any of the following actions, you agree to be bound by the terms of these Terms of Use:

clicking that you accept or agree to these terms when presented with the option to do so;
registering with Appboy’s service ("the Services") as defined below; or
your use of the SDK

2.3. By agreeing to this Agreement, you acknowledge and agree that you have read, understand and accept the terms and conditions described below (the "Terms of Use") and you agree to be bound by these Terms of Use and all terms, policies and guidelines incorporated in the Terms of Use by reference.

2.4. In addition to the details of these Terms of Use, your acceptance of this Agreement also indicates your acceptance of Appboy’s general Terms of Service found at http://www.appboy.com/terms.

Your Use of Appboy Software and Services

3.1. Subject to your remaining in compliance with the provisions of this Agreement, Appboy hereby grants to you a limited, worldwide, non-exclusive, non-transferable, non-sublicensable license solely to access and use the SDK, Related Services, and documentation related thereto (the "Services") to integrate your application ("Developer Application") with the Services. The Services shall not be used in any other manner or for any other purpose during the term of this Agreement or thereafter.

3.2. Restrictions. You agree not to, without the prior written consent of Appboy:

make any modifications to the Services, with the exception of sample code that may be provided to assist you in your use of the Services;
adapt, translate, reverse engineer, decompile, disassemble or create derivative works based on the Services, or any part thereof;
make the Services or any part thereof available to any third party, other than to a third party authorized in writing by Appboy;
make any copies of, reproduce or transfer any portion of the Services, except for a single copy for purposes of backup, testing and archiving;
alter, remove or suppress in any manner any copyright, trademark or other notices displayed by the Services;
use the Services to directly or indirectly provide a time-sharing or subscription service to any third party or to function as a service bureau or application service provider, other than as specifically provided for herein; or
license, rent, sell, loan, lease, pledge, offer as security, transfer or assign the Services, or any of the rights granted to Licensee hereunder to any other person.

Ownership

4.1. Appboy retains all rights, title, and interest to the Services and any updates which may be provided to you under this Agreement. Appboy reserves all rights not expressly granted to you. The parties acknowledge that this Agreement does not transfer any interest in Developer Applications to Appboy.

Registration

5.1. You must register as a developer on Appboy’s website (http://www.appboy.com/developers). You must provide complete and accurate information, including your email address, username and password, about yourself and your company and update your information should it change in the future.

5.2. You agree to immediately notify Appboy at support@appboy.com of any unauthorized use of your password or username or any other breach of security. If a password is lost or stolen, it is the user’s responsibility to change the password, and immediately notify Appboy, so that your account remains secure and functional.

Privacy and Collection of Information"

6.1. Your use of the Services will result in the collection of information from your end users. You agree that prior to providing end users access to Developer Applications, you will obtain end user consent to the collection and disclosure of the following end user information:

Device Information - information about the end user’s mobile device, including platform information;
Application Information - application information, including which of your applications are used, how your applications are used and the duration of use of your application; and
Network Information – network information, including IP address, network carrier and country code.

6.2. You agree that you will adopt and abide by a privacy policy that clearly and completely discloses to your end users what information is collected by your Developer Application and how you share that information. Your privacy policy must cover information the Developer Application shares with Appboy.

6.3. You agree that you will not use the Services to collect personally identifiable information or associate any data collected by Developer Applications to personally identifiable information. You further agree that you will not allow any third party to use the Services to collect personally identifiable information or associate data collected by Developer Applications with personally identifiable information.

6.4. You agree to comply with all applicable privacy and data collection laws and regulations related to the collection, use, and disclosure of end user information, including device information.

6.5. Appboy may retain, use, and publish information collected through your use of the Services subject to its Privacy Policy, located at http://www.appboy.com/privacy.

Use of the Services by Children Prohibited

7.1. You agree that you will not knowingly allow children under the age of 13 to access the Services. You agree that you will not develop, market, advertise, or otherwise direct any application that uses the Services to children under the age of 13. You agree to use reasonable and appropriate safeguards to prevent the collection of personal information of children under the age of 13 and will, upon discovery, delete personal information about children under the age of 13 as quickly as possible.

Confidential Information

8.1. Confidential or proprietary information may be shared with you by Appboy from time to time. You agree to hold any confidential or proprietary information received from Appboy in strict confidence and shall not disclose, allow access to or otherwise make available confidential or proprietary information to any other party without the prior written consent of Appboy. You shall use reasonable means, but not less than that used to protect your own confidential and proprietary information, to safeguard the confidentiality of confidential and proprietary information received from Appboy. You shall be responsible for any unauthorized use or disclosure of Appboy confidential or proprietary information by any of your employees, agents or independent consultants and you agree to indemnify Appboy for all fees, costs and expenses (including reasonable attorneys’ fees) incurred by Appboy as a result of any breach of this Agreement by you or your employees, agents or independent consultants.

Indemnity

9.1. You shall indemnify, defend and hold harmless Appboy and its officers, agents and employees from and against any claims, demands or causes of action (a) alleging infringement of any third party intellectual property rights based on (i) the use of your applications that use the Services, (ii) the use of any other software or hardware that is used in conjunction with the Services, (iii) the unauthorized use of the Services, or (iv) use of the Services not in conformance with the specifications or the requirements of this Agreement, (b) based on the unauthorized use of the Services by you, or (c) based on or resulting from a breach of any provision of this Agreement by you.

Third Party Software

10.1. Appboy makes no warranty of any kind to you or any third party with respect to any third party software used by you in conjunction with the Services. All licenses and costs with respect to all third party software is the sole and exclusive responsibility of you. All integration and use of and problems caused by or resulting from use of any third party software in conjunction with the Services is the sole and exclusive responsibility of you, and Appboy shall have no responsibility or liability with respect thereto.

Disclaimer of Warranties and Limitation of Liability

11.1. Other than as specifically set forth herein, the Services is provided "AS IS" and "WITH ALL FAULTS" and without warranty of any kind. You agree that the use of the Services is at your risk.

11.2. APPBOY MAKES NO WARRANTY OF ANY KIND TO YOU OR ANY THIRD PARTY, EXPRESS, IMPLIED OR STATUTORY, WITH RESPECT TO THE SERVICES, OPERATION OF THE SERVICES, OR OUTPUT OF OR RESULTS OBTAINED FROM THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OPERABILITY OR NON-INFRINGEMENT AND ALL SUCH WARRANTIES ARE HEREBY EXCLUDED BY APPBOY AND WAIVED BY YOU.

11.3. Limitation of Liability. OTHER THAN AS SPECIFICALLY SET FORTH HEREIN, IN NO EVENT SHALL APPBOY, ITS AGENTS OR EMPLOYEES, HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY FOR THE COST OF SUBSTITUTE GOODS OR ANY INCIDENTAL, INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOST PROFITS, LOSS OF DATA, LOSS OF USE, LOSS OF BUSINESS OPPORTUNITY OR CLAIMS OF THIRD PARTIES) ARISING IN ANY MANNER IN CONNECTION HEREWITH, OR OUT OF THIS AGREEMENT, THE PERFORMANCE OR BREACH HEREOF OR THE SUBJECT MATTER HEREOF, HOWEVER CAUSED, WHETHER BY NEGLIGENCE OR OTHERWISE, REGARDLESS OF THE FORM OF ACTION, WHETHER FOR BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT PRODUCT LIABILITY, INFRINGEMENT OR OTHERWISE, AND WHETHER OR NOT APPBOY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.

Modification and Termination of Services

12.1. Appboy may, in its sole discretion, discontinue offering the Services or terminate or suspend your access to the Services at any time. Upon termination of the Agreement, Appboy will cease providing the Services and you agree to remove Appboy’s code from your Developer Applications. You agree to provide, upon request, written verification that you have removed all Appboy code from your Developer Application.

12.2. Appboy reserves the right to change or modify any of the terms and conditions contained in this Agreement at any time, in its sole discretion, by posting changes at http://www.appboy.com/terms (or another URL that Appboy may provide from time to time). You are advised to regularly review the policy. You accept modifications of this Agreement through online acceptance of the terms or through your continued use of any part of the Services following the posting of any such changes or modifications.

General Provisions

13.1. Should any provision of this Agreement be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, that provision shall be deemed amended to achieve as nearly as possible the same economic effect as the original provision, and the legality, validity and enforceability of the remaining provisions of this Agreement shall not be affected or impaired thereby.

13.2. The failure of either party to enforce any term or condition of this Agreement shall not constitute a waiver of either party’s right to enforce each and every term and condition of this Agreement. No breach under this Agreement shall be deemed waived or excused by either party unless such waiver or consent is in writing signed by the party granting such waiver or consent. The waiver by or consent of a party to a breach of any provision of this Agreement shall not operate or be construed as a waiver of or consent to any other or subsequent breach by such other party.

13.3. The parties agree that this Agreement states the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements and representations of the parties, oral or written. This Agreement may only be amended in a writing signed by duly authorized representatives of both parties. This Agreement shall be binding upon and inure to the benefit of the parties’ authorized successors, legal representatives, and authorized assigns.

13.4. All notices, demands, requests, consents or other communications required or permitted by this Agreement ("Notices") shall be in writing and sent to the parties at their current known addresses, or to such other address as either party may specify in writing. Notices shall be deemed duly served on or delivered (1) when delivered personally, (2) when sent to the other party by certified mail, return receipt requested, (3) when delivered by hand or sent by recognized overnight courier (with acknowledgement received by the courier), or (4) sent by facsimile, electronically confirmed and followed up immediately by standard United States mail.

13.5. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without reference to its principles of conflicts or choice of law. The parties hereby opt out of the Uniform Computer Information Transaction Act to the fullest extent permitted by law.

13.6. THE PARTIES WAIVE ANY RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY CONFIDENTIAL INFORMATION, INTELLECTUAL PROPERTY RIGHTS, OR SELF HOSTED SERVICES THAT ARE THE SUBJECT OF THIS AGREEMENT.

13.7. Any and all disputes arising under this Agreement shall only be resolved by courts located in the State of Delaware and the parties hereto consent to venue therein, the exclusive personal jurisdiction thereof, and to the sufficiency of service of process by certified or registered mail in connection with any dispute arising out of or in connection with this Agreement.

13.8. In the event of any dispute arising out of or related to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs.

13.9. The provisions this agreement, including but not limited to sections 3, 5, 6, 7, 8, 9, 10, 11, 12 and 13, shall survive any termination or expiration of this Agreement.

13.10. The relationship between the parties is that of independent contractors, and nothing in this Agreement is intended to, or should be construed to, create a partnership, agency, joint venture or employment relationship.