Developer Terms

Welcome to our API and SDK! These Terms along with any other terms and policies referenced and incorporated by reference herein, as may be amended from time to time (the “Terms”) constitute a legally binding agreement as of the Effective Date (as defined below), governing your access to, and the use of, our application program interfaces, software, or accompanying documentation or materials (collectively, the “API”) and our software development kit or accompanying documentation or materials (collectively, the “SDK”) so please read these Terms carefully before accessing or using the API or downloading, installing or using the SDK.  The Terms is between CurbCutOS Inc. (“CurbCutOS”, “us”, “we” or “our”) and you, either individually, or on behalf of your employer or any other entity which you represent (“you” or “your”). In case you represent your employer or another entity, you hereby represent that (a) you have full legal authority to bind your employer or such entity (as applicable) to the Terms; and (b) after reading and understanding the Terms, you agree to the Terms on behalf of your employer or the respective entity (as applicable), and the Terms will bind your employer or such entity (as the case may be). YOU ACKNOWLEDGE THAT THE TERMS ARE BINDING, AND YOU AFFIRM AND SIGNIFY YOUR CONSENT TO THE TERMS, BY EITHER: (I) CLICKING ON A BUTTON OR CHECKING A CHECKBOX FOR THE ACCEPTANCE OF THE TERMS; OR (II) ACCESSING OR USING THE API AND DOWNLOADING, INSTALLING OR USING THE SDK, WHICHEVER IS EARLIER (THE “EFFECTIVE DATE”). IF YOU DO NOT AGREE TO COMPLY WITH, AND BE BOUND BY, THE TERMS OR DO NOT HAVE AUTHORITY TO BIND YOUR EMPLOYER OR ANY OTHER ENTITY (AS APPLICABLE), PLEASE DO NOT ACCEPT THE TERMS OR USE THE API AND SDK.

1. Permissions – What you are allowed to do with our API and SDK

API License. Subject to your compliance with the Terms, CurbCutOS grants you a limited, non-transferable, nonexclusive, revocable royalty-free license, without a right to sublicense, to use the API to develop, implement, integrate, and interface your application (“App“) with the CurbCutOS Services as defined in our Terms of Service and distribute Your App to end users that are also customers of CurbCutOS Service.‍

SDK License.  Subject to your compliance with the Terms, CurbCutOS grants you a limited, non-transferrable, non-exclusive, revocable royalty-free license (a) without a right to sublicense, to download, install, and use the SDK to develop your App and if required by the functionality of your App to embed the CurbCutOS software contained in the SDK into your App that communicates with the Services; and (b) to distribute and sub-license the CurbCutOS software, only as embedded through use of the SDK, only as included in your App.‍

‍License Restrictions.  Except as expressly authorized under these Terms, you may not: (a) use, copy, modify, display, distribute, transfer, or sublicense any portion of the API or SDK; (b) make the functionality of the API or SDK available to any third party through any means, including, without limitation, any hosting, application services provider, service bureau, or other type of service; or (c) use the CurbCutOS name, trademarks logos, anything confusingly similar or anything that may create a connotation of false-endorsement by CurbCutOS, in connection with any App created by you, or in a manner that creates a sense of endorsement, sponsorship, or false association with CurbCutOS. You acknowledge and agree that portions of the API, SDK and Services, including, without limitation, the source code and the specific design and structure of individual modules or programs, constitute or contain trade secrets of CurbCutOS and its licensors. Accordingly, you agree not to disassemble, decompile, or otherwise reverse engineer the API, SDK or Services, in whole or in part, or to permit or authorize a third party to do so, except to the extent that such activities are expressly permitted by law notwithstanding this prohibition. You agree to fully comply with all U.S. export laws and regulations or any other applicable export laws and regulations to ensure that neither the API, SDK and Services, any technical data related thereto, nor any direct product thereof are exported or re-exported directly or indirectly in violation of, or used for any purposes prohibited by, such laws and regulations.

2. API Access Requirements.

Each App must maintain absolute compatibility with the API in order to be granted access to the API and Services, including by (a) applying all SDK and API updates provided by CurbCutOS, (b) providing all functionalities identified as critical by CurbCutOS, and (c) supporting any standards (including encryption standards) required by CurbCutOS. You agree to abide by any limitations on access, calls, or use of the API or Services (any “Service Limits”) that may be set by CurbCutOS and will not attempt to circumvent such Service Limits without the separate prior written consent of CurbCutOS.  You may not use or access the API or Services for the purposes of monitoring the availability, performance, or functionality of the API or Services or for any other benchmarking or competitive purpose.

3. Updates and Support.

CurbCutOS may, but is under no obligation to maintain, support, update, or provide error corrections for the API or SDK.  If CurbCutOS provides you with an update or maintenance release for the API or SDK, unless you receive a separate license from CurbCutOS for that update or release that expressly supersedes these Terms, such update or release will be subject to the terms and conditions of these Terms.

4. Your App.

If you offer your App for use by others outside your organization, you agree to do so only subject to the terms of a user agreement (“EULA”) and privacy policy (“Privacy Policy”) for your App, which will be presented to users before they download or access your App. You agree that the EULA and Privacy Policy will comply with all applicable law, and that you will obtain and maintain all consents and permissions required in connection with the collection, use, storage and sharing of data in clear, understandable and accurate terms. You agree that each EULA and Privacy Policy will be at least as protective of CurbCutOS’s proprietary rights in the API and SDK as those contained in the Terms and which will include, without limitation, terms for CurbCutOS’s benefit regarding (a) restrictions on reverse engineering (to the maximum extent permitted by applicable law); (b) disclaimer of warranties; and (c) limitation of liability. You must obtain the explicit consent of the end user before collecting, using, posting, or sharing any Customer Data obtained through the API on an end user’s behalf. Mere authorization of your application by the end user does not constitute consent. In no event shall you or the App engage in any transmission, storage, accessor other use of Customer Data outside the scope of what the end user consented. In respect of any third party “open source” software or other third party intellectual property in any App (“Third Party Code”): (1) You will fully comply with any terms and conditions governing such Third Party Code, including without limitations, displaying any attributions, copyright information and other notices, terms and conditions that may be required to be provided to end users based on your use of such Third Party Code; (2) you shall use only Third Party Code that does not impose any obligation on, or affect CurbCutOS, the end users, or any aspect of our Services (including our Marketplace) and related intellectual property, on an ordinary use and exploitation of your App (including as indicated in any terms applicable between you and CurbCutOS).

5. Services Data.

Results, usage statistics, data, or information (in the aggregate or otherwise) derived from your or your App’s use of the API, SDK or Services (“Services Data”) may be used only for your internal business purposes. 

6. Acceptable Use.

You may not use or access the API, SDK or Services for any unlawful purpose, for any purpose not expressly authorized hereunder, or in any manner that is inconsistent with the Terms. In addition, you agree that your Apps will not:

  • contain any content that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances;
  • use, display, mirror or frame the Services or any individual element within the Services, without CurbCutOS’s express written consent; 
  • access, tamper with, or use non-public areas of the Services, CurbCutOS’s computer systems, or the technical delivery systems of CurbCutOS’s providers;
  • attempt to probe, scan or test the vulnerability of any CurbCutOS system or network or breach any security or authentication measures;
  • avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by CurbCutOS or any of CurbCutOS’s providers or any other third party (including another user) to protect the Services;
  • collect or store any personally identifiable information from the Services from other users of the Services without their express permission; or
  • violate any applicable law or regulation.
  • use Third Party Code that impose any obligation on, or affect CurbCutOS, the end users, or any aspect of our Services, and related intellectual property, on an ordinary use or any exploitation of your App.

7. End User Data Protection.

(a) Data Collection. In connection with your use of the API, we may provide you with access to data or information (including personal data) associated with your Apps, and you may also collect other information, content, Customer Data or any other data from the end users who have installed your App, either as part of the App’s performance and activities, or data you collect from the end users in connection with their usage of the App or any other lawful reason, which may include personal data. Any data, content, Customer Data or information provided or collected pursuant to this clause (a) is collectively “End User Data“.

(b) Use of End User Data. You agree that you will: (i) use, process, share, transfer and limit data collected from API calls to End User Data as has been specifically authorized by the end user or that is necessary and lawfully authorized for usage for the purposes of providing and improving the functionality of your App, all as specifically detailed in your Privacy Policy or any other Data Protection Agreement with the end user, governing your collection and use of the End User Data; and (ii) treat, store, transmit, use, or otherwise process the End User Data only in accordance with this Agreement, your Privacy Policy and your agreements with each respective end users and all applicable laws, rules, regulations, orders, and other requirements of governmental agencies the “Laws“); and (iii) comply with any and all data subject rights of the end users, including without limitation, the right to delete, rescind and review the End User Data. CurbCutOS shall not be liable for, or have any responsibility in connection with, End User Data processed, used, shared or transferred by you or your App.

(c) Security. You shall maintain and handle all End User Data in accordance with: (i) privacy and security measures adequate to preserve its confidentiality and security and (ii) all applicable Laws. You agree to implement appropriate technical and organizational measures (1) to ensure a level of security appropriate for the processing operations you undertake, and (2) that are, in any case, no less than measures consistent with industry standard practices. In addition, you shall adhere to the security requirements set forth in the app developer documentation and any other requirements provided to you by CurbCutOS.

(d) Incident Notification. In the event of any actual, alleged or suspected (i) unauthorized access, acquisition, use, disclosure, modification, loss or destruction of End User Data, whether intentional or accidental, (ii) security vulnerability or compromise of an App, or (iii) an issue that materially degrades CurbCutOS’s systems or networks (collectively, an “Incident”), you shall promptly notify CurbCutOS, and in no event later than 24 hours of first being aware of such Incident, and such notification must be prior to any notification to the end users. At our request, you will provide CurbCutOS with further information and prompt assistance related to the Incident, including information regarding how it may affect CurbCutOS and the end users. You shall investigate and remediate the Incidence, at your sole expense, in accordance with all applicable Laws and contractual obligations, including notification obligations, and you shall fully indemnify CurbCutOS for any cost, expense or damage that CurbCutOS may incur in connection with such Incident.

(e) Deletion of End User Data upon App Deactivation. When we or an end user de-authorizes, deactivates, uninstalls or otherwise terminates an App, you shall either: (1) permanently delete all End User Data and any meta-data that was collected, transmitted, created or received by the App, within 30 days; or (2) Obtain express, written consent from the end user to retain End User Data longer than 30 days, provided such consent is clear and explicit. In the event that you retain End User Data, you must continue to maintain such End User Data according to your Privacy Policy and the EULA with the end user and continue to maintain any security measures that were in effect at the time of collection. End User Data must be deleted at any time an end user withdraws their consent to the collection and use of the End User Data. You must notify CurbCutOS at legal@curbcutos.com of your compliance with End User Data deletion or when further consent is obtained from the end user.

8. Ownership.

The API and SDK are licensed, not sold, and CurbCutOS retains ownership thereof, including all intellectual property rights therein and reserves all rights not expressly granted to you in these Terms.

9. Feedback.

As a developer, you may provide suggestions, comments, feature requests or other feedback to any of CurbCutOS Materials, the CurbCutOS Service or the API (“Feedback”). Such Feedback is deemed an integral part of CurbCutOS Materials, and as such, it is the sole property of CurbCutOS without restrictions or limitations on use of any kind. CurbCutOS may either implement or reject such Feedback, without any restriction or obligation of any kind.

10. Term and Termination. 

The Terms remains effective as of the Effective Date until terminated.  You may terminate the Terms at any time by providing notice of such termination to CurbCutOS.  If you breach any term or condition of this Terms, CurbCutOS may, at its sole discretion, without notice: (a) suspend your and your App’s access to the API, SKI or Services; (b) terminate all licenses or permissions granted hereunder; or (c) terminate these Terms.  CurbCutOS may, at its sole discretion, terminate this Terms or any licenses or permissions granted hereunder, by providing you with thirty (30) days’ notice of such termination.  Upon termination, (x) all licenses or permissions granted to you hereunder will terminate; (y) you will terminate your App’s access to and use of the API and SDK; and (z) you will, within fifteen (15) days of termination, destroy all copies of the API, SDK and Services Data and any confidential information of CurbCutOS.  Sections 1 (with respect to License Restrictions only), 6, 7, 8, 10, 11, 12, 13, 14, 16 and 17 will survive termination of these Terms.

11. No Warranty.

THE API AND SDK ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND. CurbCutOS EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE RELATIVE TO THE API OR SDK.  NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THESE TEMS.

12. Limitation of Liability.

CurbCutOS’S TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY UNDER THESE TERMS WILL BE LIMITED TO AND WILL NOT EXCEED ONE HUNDERD DOLLARS. EXCEPT FOR BREACH OF SECTION ‎11 AND YOUR INDEMNITY OBIGATIONS UNDER SECTION ‎12, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE USE OR PERFORMANCE OF THE API OR SDK, WHETHER SUCH LIABILITY ARISES FROM A CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.  THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

13. Indemnity.

You agree to defend, indemnify, and hold CurbCutOS harmless from and against any liabilities, losses, damages, judgments, fines, penalties, costs and expenses (including reasonable attorneys’ fees and court costs), as incurred, arising out of or resulting from any third-party claim, action, or proceeding brought against CurbCutOS (any “Claim”) arising from your App or use of the API of SDK (including without limitations, any alleged infringement, violation, misappropriation of any third party right (e.g. intellectual property rights and privacy rights) or your breach of these Terms. Upon receiving a Claim, CurbCutOS being shall provide written notice to you and allow you to assume control over the defense and/or settlement of the claim, provided that CurbCutOS reserves the right to retain counsel, at its own expense, to participate in the defense and settlement of the Claim.

14. Confidentiality.

The API and SDK are confidential information of CurbCutOS and you agree not to use the API and SDK except as expressly authorized hereunder and as necessary to exercise your rights under these Terms.  Except as expressly authorized hereunder, you will not disclose CurbCutOS’s confidential information to any third party.  Notwithstanding the forgoing, you may disclose CurbCutOS’s confidential information to those of your employees and subcontractors that need to know such confidential information for the purpose of performing under these Terms, provided that each such employee or subcontractor is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective as those set forth herein.  You agree to use all reasonable efforts to maintain the confidentiality of CurbCutOS’s confidential information, but in no event less than the efforts that you ordinarily use with respect to your own proprietary information of similar importance.

15. Modification.

CurbCutOS may modify the terms of these Terms, at any time and in its sole discretion, by providing you with written notice of such modification, including by posting the new terms on the CurbCutOS’s website.  If any noticed modification to these Terms is unacceptable to you, your sole recourse will be to terminate these Terms in accordance with Section 8 above. Your access and/or use of the API or SDK after receiving such notice will constitute your acceptance of the noticed modifications.

16. Governing Law and Jurisdiction.

These Terms and any action related thereto will be governed and interpreted by and under the laws of the State of Missouri without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Courts of competent jurisdiction located in St Louis, Missouri, will have the sole and exclusive jurisdiction and venue over all controversies and claims arising out of, or relating to, these Terms. You and us mutually agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Terms.

17. General.

These Terms is written in English, and translated into other languages for your convenience. If a translated (non-English) version of these Terms conflicts in any way with the English version, the provisions of the English version will prevail. Neither us nor you will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, interruption or failure of the Internet or any utility service, failures in third-party hosting services, strikes, shortages, riots, fires, acts of God, war, pandemics, terrorism, and governmental action. The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third party beneficiaries to these Terms. We will use your contact details that we have in our records, in connection with providing you notices, as provided herein. Our contact details for any notices are detailed below. You acknowledge that notices that we provide you, in connection with these Terms, will be provided via e-mail or otherwise in connection with your use of the API and SDK. Any notice to you will be deemed given upon the earlier of: (i) receipt; or (ii) 24 hours of delivery. Notices to us will be provided to CurbCutOS Inc., attn: General Counsel, at legal@curbcutos.com, or sent to 4625 Lindell Blvd, 2nd Floor, #2571, St Louis, Missouri. These Terms, and any and all rights and obligations hereunder, may not be transferred or assigned by you without our written approval. We may assign our rights and/or obligations hereunder without your consent or prior notice to you. Subject to the foregoing conditions, this Terms will bind and inure to the benefit of the parties, their respective successors, and permitted assigns. Any assignment not authorized herein will be null and void. These Terms will be enforced to the fullest extent permitted under applicable law. If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms will remain in effect. No failure or delay by either party in exercising any right under these Terms will constitute a waiver of that right. No waiver under these Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.

Last Updated: October 16, 2020