Last Updated: December 1st, 2021
The Developer Tools include PROVEN software development kits (SDKs), application programming interfaces (“APIs”), programs, utilities, plug-ins, sample code, and other tools, as well as any documentation relating to such tools.
PROVEN may modify the current version of the Developer Tools, replace the current version of the Developer Tools with a new version, discontinue support for any previous version of the Developer Tools, and impose conditions on your use of the Developer Tools (or any feature of the Developer Tools) at any time. PROVEN will make reasonable efforts to notify you of any such actions, but we are not required to provide such notification.
You agree that the License does not grant you any other rights in the Developer Tools, and does not include any right to copy, disclose, distribute, modify, assign, or sublicense the Developer Tools, including to any person or entity related to you in any way, or otherwise to use the Developer Tools in any way outside the scope of this Agreement. Nor does the License include any right to make derivative works based on the Developer Tools. Nor does the License include any right to use the Developer Tools after the termination of the License for any reason. Nor does the License include any right to access, evaluate, or otherwise use the source code, object code, or other code associated with the Developer Tools, unless the Parties otherwise agree in writing.
The term of the License starts on the Effective Date and ends when the License is terminated by PROVEN or you.
USE OF DEVELOPER TOOLS
You agree that you will only use the Developer Tools in accordance with applicable law, including applicable privacy law, export control law, and government contract law, and will not use the Developer Tools to enable any illegal or improper activity.
You agree that you are responsible for any use or misuse of the Developer Tools by your employees, contractors, and agents.
You agree that you will only access the Developer Tools in accordance with the instructions and other requirements specified in the documentation for such tools, or as otherwise specified by PROVEN from time to time.
You agree that your use of the Developer Tools may be subject to certain limitations as set forth in the documentation for the tools and elsewhere, and that you will not circumvent or attempt to circumvent such limitations. You agree that, if PROVEN assigns you developer credentials of any kind, you will use them with the Developer Tools, and that you will not circumvent or attempt to circumvent the use of such credentials. If PROVEN believes that you have circumvented or attempted to circumvent such limitations or the use of such credentials, your right to use the Developer Tools may be temporarily or permanently revoked.
You agree that you will not license, assign, distribute, or otherwise provide the Developer Tools to any third party without PROVEN prior written consent.
USE OF PRODUCTS AND/OR SERVICES
You agree that you are solely responsible for the Products and/or Services and that PROVEN has no responsibility for such Products and/or Services. Nothwithstanding, you agree to the following provisions regarding your use of the Products and/or Services given your use of the Developer Tools to integrate the PROVEN platform into the Products and/or Services.
You agree that you will only use the Products and/or Services in accordance with applicable law, including applicable privacy law, export control law, and government contract law, and will not use the Products and/or Services to enable any illegal or improper activity.
You agree that you are responsible for any use or misuse of the Products and/or Services by your employees, contractors, and agents.
You agree that the Products and/or Services will at all times remain compliant with relevant industry standards, and that at our request, you will provide us with documentation evidencing your compliance with such standards.
You agree that, if the Products and/or Services include the use of the PROVEN platform and are provided to the Developer’s customers for a fee, the fees you charge for the Products and/or Services as a whole and for the platform will be identified separately.
USE OF TRADEMARKS
Developer may use PROVEN trademarks to indicate that the PROVEN platform is integrated or being integrated into the Products and/or Services. PROVEN may use Developer’s trademarks for the same purpose. The Parties may not use each other’s trademarks for any other purposes and will use the trademarks only to the extent necessary to fulfil the above purposes.
PROVEN may limit or revoke your ability to use PROVEN trademarks at any time.
PROVEN may change its trademarks from time to time, and in the event this occurs, you will use PROVEN then-current versions of the marks.
The Parties may publicize that the PROVEN platform is integrated or being integrated into the Products and/or Services, including on their websites, in press releases, and the like. Developer may not make any other public statements regarding its relationship with PROVEN, unless the Parties otherwise agree in writing.
Confidential information may include information regarding: (a) the intellectual property associated with the Parties’ products and services (“Intellectual Property”); (b) the Parties’ products and services; and (c) the Parties. Confidential Information includes information in the above categories: (a) whether or not the information is marked confidential; (b) whether or not the information is disclosed in written form or verbally; and (c) whether or not the information is disclosed before or after the Effective Date of this Agreement. Confidential Information does not include information: (a) that was public knowledge at the time of disclosure or becomes public knowledge after the time of disclosure through no action of the Receiving Party; (b) that was otherwise known to the Receiving Party at the time of disclosure; or (c) that is subsequently obtained from a third party under no confidentiality obligation to the Disclosing Party, unless the information reasonably should be considered confidential.
If the Receiving Party receives a valid government demand for the Disclosing Party’s Confidential Information, such as a court order, search warrant, or subpoena, the Receiving Party will promptly inform the Disclosing Party (unless such notice is prohibited), and upon the Disclosing Party’s request, the Receiving Party will provide reasonable assistance in maintaining the confidentiality of the information. If the Receiving Party discloses any of the Disclosing Party’s Confidential Information, it will only disclose the information strictly required by the government demand.
Upon the expiration or termination of the Parties’ relationship, or upon the Disclosing Party’s request, the Receiving Party, at its own expense, will promptly return all of the Disclosing Party’s Confidential Information. Alternatively, if the Disclosing Party agrees, the Receiving Party may provide the Disclosing Party with written assurance of the destruction of such Confidential Information.
You understand that PROVEN does not wish to receive any Confidential Information that is not necessary for PROVEN to perform its obligations under this Agreement, and unless the Parties otherwise agree in writing, PROVEN will not treat such information as confidential.
PROVEN agrees that Developer owns all right, title, and interest in and to Developer’s Products and/or Services, including all intellectual property associated with the Products and/or Services.
The Parties agree that, if they jointly develop any products and/or services, they will enter into good faith negotiations regarding the ownership of any Intellectual Property that may be associated with such products and/or services according to their respective contributions to the products and/or services.
If Developer provides PROVEN with any comments or suggestions concerning the Developer Tools and/or the Services, Developer agrees that PROVEN owns such comments or suggestions and may use them for any and all commercial or non-commercial purposes with no monetary or other obligation to Developer.
THE DEVELOPER TOOLS ARE PROVIDED ON AN “AS IS” BASIS, WITHOUT ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WITHOUT LIMITING THE FOREGOING, PROVEN SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.
PROVEN DOES NOT WARRANT OR GUARANTEE THAT THE DEVELOPER TOOLS ARE ACCURATE, RELIABLE OR CORRECT; THAT THE DEVELOPER TOOLS WILL MEET YOUR REQUIREMENTS; THAT THE DEVELOPER TOOLS WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE, WITHOUT DEFECT, OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE DEVELOPER TOOLS ARE FREE OF THIRD-PARTY VIRUSES OR OTHER MALICIOUS CODE.
PROVEN DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME ANY RESPONSIBILITY FOR THE PRODUCTS AND/OR SERVICES, WHETHER OR NOT THE PROVEN PLATFORM HAS BEEN INTEGRATED INTO THE PRODUCTS AND/OR SERVICES, OR FOR ANY PRODUCTS AND/OR SERVICES ADVERTISED OR OFFERED BY ANY THIRD PARTY.
LIMITATIONS ON LIABILITY
YOU AGREE THAT PROVEN WILL NOT BE LIABLE TO YOU FOR ANY LOSSES OR DAMAGES ALLEGEDLY CAUSED BY THE DEVELOPER TOOLS, UNLESS SUCH LIABILITY IS FOUND TO HAVE BEEN CAUSED BY OUR GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INTENTIONAL VIOLATION OF APPLICABLE LAW, ARISING FROM OR RELATED TO YOUR USE OF THE DEVELOPER TOOLS, YOUR INABILITY TO USE THE DEVELOPER TOOLS, OR THE UNAVAILABILITY OF THE DEVELOPER TOOLS. NOR WILL PROVEN BE LIABLE TO YOU FOR ANY LOSSES OR DAMAGES ALLEGEDLY CAUSED BY ANY ERRORS, MISTAKES, OR INACCURACIES IN THE DEVELOPER TOOLS. NOR WILL PROVEN BE LIABLE TO YOU FOR ANY LOSSES OR DAMAGES ALLEGEDLY CAUSED BY ANY HACKING, TAMPERING, OR OTHER UNAUTHORIZED ACCESS OR USE OF THE DEVELOPER TOOLS.
YOU FURTHER AGREE THAT IN NO EVENT WILL PROVEN BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, OR PUNITIVE DAMAGES, ANY ACCOUNTING OF PROFITS, OR ANY LOST PROFITS, UNDER ANY THEORY OF LIABILITY, INCLUDING BREACH OF CONTRACT, NEGLIGENCE, OR OTHERWISE, REGARDLESS OF WHETHER PROVEN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
YOU FURTHER AGREE THAT YOUR SOLE REMEDY FOR YOUR DISSATISFACTION WITH THE DEVELOPER TOOLS IS TO STOP USING THE DEVELOPER TOOLS.
You agree to indemnify and hold harmless PROVEN and its affiliates, and their directors, officers, employees, and agents against all claims by third parties resulting in any liabilities, judgments, awards, or costs (including legal fees and expenses) arising from or related to your misuse of the Developer Tools.
- DISPUTE RESOLUTION
The Parties will attempt, promptly and in good faith, to resolve any dispute they may have regarding any issue. If the Parties are unable to resolve any such dispute within a reasonable time (not to exceed ninety (90) days), the dispute may be resolved through legal proceedings.The Parties agree that such proceedings must be brought within one (1) year after the cause of action arises, or such proceedings will be barred.
- GOVERNING LAW AND JURISDICTION
- INJUNCTIVE RELIEF
- JURY TRIAL
You agree that, in the event of any legal proceedings between the Parties, you waive your right to a jury trial.
- ATTORNEYS’ FEES AND COSTS
- ENTIRE AGREEMENT