Developers Terms

_{Last revised October 10, 2020}

Summary

Welcome to Action Squared’s Integration Partnerships Program (the “Program”). Participation in the Program will allow you (also referred to herein as the “Developer”, or “your”) to use the Action Squared application programming interface and platform (the “API”) in connection with certain Action Squared software (“Toolset”). Before you access and/or use the API Materials (as defined below), please read these terms and conditions. Action Squared may update these terms and conditions from time to time. It is your responsibility to review these terms and conditions wherever you access the website and its associated services. The latest version of these terms and conditions will govern any future usage by you of the website and its associated services. The date on which these terms and conditions were last updated is stated at the top of this document.

Access to and use of the API Materials is subject to the terms and conditions set forth in these terms of use (the “Agreement”). The Agreement is effective as of the date Developer completes the Program application and Action Squared accepts Developer as a Program participant (the “Effective Date”). If you do not agree to the terms and conditions of this Agreement, you may not use or access any API Materials or participate in the Program. If you are participating in the Program or accessing the API Materials in connection with work you are doing for a company or corporate entity (“Company”), either as an employee or contractor, the term “Developer” includes both you as an individual as well as such Company. In addition, you represent and warrant that you have the authority to bind such Company, and that such Company has authorized you to accept the terms of this Agreement.

1. Access to and License for Use of API Materials

Action Squared will make available to Developer the API Materials, as well as certain training and support, for the purpose of enabling Developer to develop one or more integrations that access the API (each, an “Integration”). Action Squared grants to Developer during the term of the Agreement, a limited, revocable, non-exclusive, non-transferable, non-sublicensable, personal license to internally use the API Materials for the purpose of developing the Integration, and for no other purpose whatsoever. Notwithstanding any provision of this Agreement to the contrary, Action Squared may determine at its sole discretion whether the Integration, or any part thereof, may be operated in or through the Toolset.

2. Protection of API Materials

2.1 Developer will be required to provide the names of each person that will be working on the Integration (“User”) before Action Squared provides credentials to such individual for access to the API Materials. Developer shall be responsible for ensuring that no User transfers his or her access credentials to any other person or entity. Each party will immediately notify the other party in writing of any circumstances within its knowledge surrounding any unauthorized possession, use or knowledge of the API Materials.

Developer agrees that it will not:

copy, modify, create a derivative work of, sublicense, rent, sell, lease or otherwise transfer or distribute the API Materials or any portion thereof to any person or entity, except as expressly provided in this Agreement;
decompile, disassemble, or otherwise reverse engineer or attempt to reconstruct or discover any source code or underlying ideas or algorithms of the Toolset or API Materials by any means whatsoever;
remove any product identification, legal, copyright, trademark or other proprietary rights notices contained in the API Materials;
engage in any activity with the API Materials, including development and distribution of an application, that interferes with, disrupts, damages or accesses in an unauthorized manner the servers, networks, or other properties or services of Action Squared;
use the API Materials for any fraudulent, unlawful or illegal activity;
use the API Materials to use, display, transmit or otherwise make available content that promotes disruptive commercial messages or advertisements, including developing an application that would facilitate any such activities;
sell, lease, share, transfer, sublicense or derive income from the use or provision of the Integration, whether for direct commercial or monetary gain or otherwise, without the prior written permission of Action Squared;
use the APIs in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of the API documentation as determined by Action Squared in its sole discretion.
Use the APIs in a manner that exceeds or conflicts with the limits and quotas found here at https://actionnetwork.org/docs
Developer further represents and warrants that, in its performance hereunder, both Developer and the Integrations developed hereunder shall comply with all applicable laws, regulations and rules of any government body or agency or other competent authority, including all applicable privacy, privacy-related, data security and data security-related laws and regulations (including, in each case, any applicable foreign laws and regulations).

3. Intellectual Property

Action Squared shall exclusively own all copyright and all other intellectual property rights in and to the API Materials and the Toolset, and in and to all documentation furnished by Action Squared to Developer, in any form, relating to the API Materials and/or the Toolset. Developer acknowledges and agrees that nothing in this Agreement shall confer on Developer any rights in or to the API Materials or the Toolset, or to possess or use the API Materials or the Toolset, other than as expressly set forth in this Agreement. All rights not expressly granted hereunder are expressly reserved to Action Squared.

4. Indemnities

Developer shall fully indemnify and hold harmless Action Squared, its officers, agents, employees, affiliates, subsidiaries, assigns and successors in interest (each a “Action Squared Indemnitee“) from, defend Action Squared Indemnitee against, pay any judgments awarded against any Action Squared Indemnitee, and pay all of Developer’s and Action Squared Indemnitee’s reasonable costs and attorneys’ fees resulting from any claims, liabilities, losses, suits, and damages asserted by a third party based on (i) Developer’s improper or misuse of the API Materials (including without limitation, in violation of applicable laws, rules or regulations or this Agreement); (ii) Developer’s breach of this Agreement; (iii) any acts or omissions by a User through Developer’s access to the API Materials; (iv) Developer’s installation or activation of an Integration on behalf of any third party.

5. Warranties

ACTION SQUARED MAKES NO WARRANTY OF ANY KIND REGARDING THE API MATERIALS, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND ACTION SQUARED SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. THE API MATERIALS ARE PROVIDED ON AN “AS IS/AS AVAILABLE” BASIS. ACTION SQUARED DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.

6. Limitations on Liability

THE LIABILITY OF ACTION SQUARED ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED $50. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY.

IN NO EVENT WILL ACTION SQUARED HAVE ANY LIABILITY TO THE DEVELOPER FOR ANY LOST PROFITS, REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

7. Confidentiality

7.1 Confidential Information will include all information obtained by Developer and its Users in performing work with the API Materials (“Confidential Information”). Developer acknowledges that the Confidential Information constitutes a special, valuable and unique asset of Action Squared, which may not be generally and publicly known and which has commercial value. Developer acknowledges it has been permitted access to the Confidential Information in confidence solely in connection with the Program. Developer further acknowledges that any use of the Confidential Documents other than for the purposes described herein is wrongful.

7.2 Developer agrees that all Confidential Information is and at all times will remain the property of Action Squared. Developer shall use his best efforts to protect the confidentiality of the Confidential Information, including, without limitation, maintaining the Confidential Information in a place and in a manner that protects its confidential nature and not disclosing or disseminating the Confidential Information, directly or indirectly, to any other person or entity. At the termination of Developer’s access to the Confidential Information, Developer shall promptly deliver to the Action Squared a written certification of destruction of all copies of any Confidential Information which have been in Developer’s custody, possession or control, and shall not retain any copies thereof, electronic or otherwise.

7.3 Developer acknowledges that the Confidential Information is of special and unique character that gives it peculiar value and any breach of its obligations hereunder may cause the Action Squared great and irreparable injury that cannot be adequately compensated by the payment of damages. Accordingly, without limiting any other remedies to which the Action Squared may be entitled, Action Squared shall be entitled to remedies of injunction, specific performance and other equitable relief to redress any breach or prevent any threatened breach of this agreement (and the Action Squared shall not be required to post any bond).

8. Application Security

You are fully responsible for the security of data on your site and processed via your Integration. If your Integration collects, transmits, or otherwise interacts with credit card information, you shall at all times ensure that any end user is provided conspicuous notice at the time of inputting credit card information, that you or your organization collects and transmits credit card information. You shall indemnify and defend Action Squared against any claims, demands, judgments, and/or settlements arising from or relating to your failure to maintain the security of data collected or transmitted through your Integration and from your failure to maintain PCI DSS and PA-DSS compliance, as applicable.

9. General

9.1 This Agreement constitutes the entire agreement between the parties with respect to the terms of the Integration Partnerships Program and supersedes all prior agreements, oral or written, and all other communications relating to the subject matter hereof.

9.2 This Agreement does not in any way create a joint venture, nor does it make Developer and Action Squared partners or create a principal-agent relationship between Action Squared and Developer.

9.3 Developer shall not sell, transfer, assign, or subcontract any right or transfer or delegate any obligation hereunder except as expressly provided herein. Any act in derogation of the foregoing shall be null and void ab initio.

9.4 The validity, construction, performance and enforcement of this Agreement shall be governed by the internal laws of the District of Columbia (without giving effect to the laws, rules or principles of the District of Columbia regarding conflicts of laws). All actions, proceedings or litigation brought by either party relating to this Agreement shall be instituted and prosecuted exclusively within the Federal and State courts situated within the District of Columbia and courts with appellate jurisdiction therefrom, and the parties hereby agree and submit to the jurisdiction of such courts for such purposes and agree that venue therein is proper and convenient.

9.5 Whenever possible, each provision of this Agreement shall be construed in such manner as to be effective and valid under applicable law. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement will remain in full force and effect.

9.6 Whenever possible, each provision of this Agreement shall be construed in such manner as to be effective and valid under applicable law. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement will remain in full force and effect.