Yotpo App Developer Terms

Thank you for choosing to develop a publicly or commercially accessible integration (“App”) on the Yotpo Platform. When you choose to develop an App using the Yotpo Developer Assets (as that term is defined in Section 1, below), you agree to be bound by the following terms, so please read them carefully. 

These Yotpo Developer Terms (the “Terms“) are a binding agreement between you and Yotpo Ltd and its affiliates and assigns (“we” or “Yotpo“).  In these Terms, you are referred to as “you” or “Developer”. By accepting these Terms,  either by accessing or using the Yotpo Developer Assets, or authorizing or permitting any individual to access or use the Yotpo Developer Assets, You agree to be bound by these Terms. 

  If you are entering into these Terms on behalf of a company, organization or another legal entity (an “Entity“), you are agreeing to these Terms for that Entity and representing to Yotpo that you have the authority to bind such Entity to these Terms, in which case the terms “you” or “Developer” shall refer to such Entity. If you do not have such authority, or if you do not agree with these Terms, you must not enter into these Terms or use the Yotpo Developer Assets.  


     

    1. Developer Assets. Yotpo makes available certain APIs, software development kits (SDKs), and cloud-based development tools (collectively, “Yotpo Developer Assets“) for use with its products and services (“Yotpo Products“). Yotpo also makes available the Yotpo Developer Guidelines at https://develop.yotpo.com/docs/welcome (“Developer Guidelines“), which include directions and guidelines for use of the Yotpo Developer Assets and which may be modified by Yotpo from time to time. Except where noted, references to any Yotpo Developer Assets include the related Developer Guidelines.
    2. Registration. You agree to follow the registration or credentialing requirements (if any) established by Yotpo for access to the Yotpo Developer Assets. All Yotpo Developer Assets access keys or developer credentials are Yotpo’s confidential information and may not be shared with third parties.
    3. Yotpo Customer Agreement. Use of Yotpo Products requires a valid license or subscription with Yotpo subject the applicable Yotpo terms of service (“Yotpo Customer Agreement“). You will not facilitate or encourage anyone to violate the Yotpo Customer Agreement or interfere with any third party’s review or acceptance of the Yotpo Customer Agreement. For the avoidance of doubt, your use of the Yotpo Developer Assets is subject to these Terms, not the Yotpo Customer Agreement.  If you use Yotpo Products as a customer, that use remains subject to the Yotpo Customer Agreement.
    4. Customers and End Users. You may be developing Apps (as defined below) for or on behalf of brands that use Yotpo pursuant to a Yotpo Customer Agreement (each a “Customer” collectively “Customers”). Furthermore, you or Customers may use the Apps in such a way that results in the Apps retrieving certain data (including without limitation, personal data) content or information from Yotpo Products (“End User Data”) relating to the Customer’s end users (“End Users”).  
    5. Your Use Rights. Subject to these Terms, you may use the Yotpo Developer Assets to enable products and services (“Apps”) to access or interface with Yotpo Products to be made available to third parties, but only as permitted by the relevant Developer Guidelines. All of your use rights in these Terms (including your rights to use Yotpo Marks below) are limited, non-exclusive, non-sublicenseable and non-transferable. You may, however, permit your agents and contractors to exercise your use rights on your behalf, provided that you remain responsible for their compliance with these Terms.
    6. Conditions on Use. As conditions on your use rights, you agree not to (and not to authorize any third party to): (a) use the Yotpo Developer Assets except with the related Yotpo Products and in accordance with the Developer Guidelines; (b) modify or create any derivative works of the Yotpo Developer Assets (except to the extent the Apps are deemed derivative works under applicable law); (c) take any action that would subject the Yotpo Developer Assets to any third party terms, including without limitation any “open source” software license terms; (d) make any calls to the Yotpo Developer Assets that are not driven by a request from an App user  or the App itself, other than as part of reasonable testing of your Apps with the Yotpo Developer Assets; (e) copy, frame or display any elements of the Yotpo Products through the Apps or use the Yotpo Developer Assets with Apps that substantially replicate any features or functionality of Yotpo Products, except as expressly authorized by Yotpo in writing; (f) copy, distribute, sell, sublicense, rent or lease the Yotpo Developer Assets or any access key provided by Yotpo or use such items for hosting, service provider or like purposes; or (g) access the Yotpo Developer Assets for competitive analysis or disseminate performance information (including uptime, response time and/or benchmarks) relating to the Yotpo Developer Assets or Yotpo Products. From time to time, Yotpo may place limits on access to the Yotpo Developer Assets (e.g., limits on numbers of calls or requests or limits on access to certain Yotpo Developer Assets). Further, Yotpo may monitor your usage of the Yotpo Developer Assets and limit the number of calls or requests you may make if Yotpo believes that your usage is in breach of these Terms or may negatively affect the Yotpo platform (or otherwise impose liability on Yotpo).
    7. Use of Yotpo Marks. Subject to these Terms, you may use the appropriate Yotpo names, logos and trademarks (“Yotpo Marks“) to promote your Apps as compatible with the relevant Yotpo Products. Your use of Yotpo Marks must comply with any Yotpo trademark guidelines made available to you (without limiting Yotpo’s other termination rights) and be approved in advance of use by Yotpo. You must promptly cease any use of Yotpo Marks when requested by Yotpo. You may not register any domain name containing Yotpo Marks, the word “Yotpo” or the name of any Yotpo Product (or anything confusingly similar) unless otherwise agreed by Yotpo in writing. You also agree not to contest the validity of ownership of any Yotpo Marks. All goodwill arising from use of Yotpo Marks inures to Yotpo.
    8. Use of Your Marks; Your Ownership Rights. Yotpo may (but is not obligated to) use your name, logos and other trademarks (including those related to the Apps) to identify you as a Yotpo developer and to promote your Apps and Yotpo Products. Yotpo receives no other rights to your trademarks under these Terms. All goodwill arising from use of your trademarks belongs to you. For clarity, nothing in these Terms assigns ownership of your Apps or intellectual property rights to Yotpo.
    9. Your Responsibilities.
      1. Apps and End Users. You are solely responsible, at your own expense, for (a) your Apps and their distribution, operation and support and (b) your own relationships and agreements with the Customer(s) regarding their use of Apps. You agree to retrieve End User Data only to the extent enabled by the End User pursuant to the terms between the Customer and the End User  and will ensure that all End User Data is collected, processed, transmitted, maintained and used in accordance with (i) the applicable agreement in place between the Customer and the End User, a legally adequate privacy policy, and appropriate contextual notices to and consents from end users, (ii) all Laws (as defined below) and (iii) reasonable measures that protect the privacy and security of End User Data.
      2. No Resale. These Terms do not grant you the right to distribute or resell Yotpo Products or to create any binding commitment on behalf of Yotpo. In addition, you may not directly or indirectly charge  a fee  for use of, or access to, the functionality of the Yotpo Products or Yotpo Developer Assets, or for the App(s), without Yotpo’s prior written approval. 
    10. Your Representations and Warranties. You represent and warrant that (a) you have full power and authority to enter into and perform these Terms and to exploit the Apps without violating any other agreement; (b) the Apps and their use will not violate any third party rights (including intellectual property rights and rights of privacy or publicity) or any laws, rules, regulations or orders, including those relating to data privacy, data transfer, international communications or the export of technical or personal data (“Laws“); (c) all information you provide to Yotpo is and will be true, accurate, and complete and (d) you will not interfere with Yotpo’s business practices or the way in which it licenses or distributes the Yotpo Products or Yotpo Developer Assets. You may not suggest any affiliation with Yotpo, including any suggestion that Yotpo sponsors, endorses or guarantees the Apps, except for the Yotpo Developer Assets integration relationship expressly contemplated in these Terms. You may not make any representations, warranties or commitments regarding Yotpo or Yotpo Products or on behalf of Yotpo.
    11. Indemnification. You will indemnify, defend (at Yotpo’s request) and hold harmless Yotpo and its affiliates and their respective directors, officers, employees, agents, contractors, App users and licensees from and against any claims, losses, costs, expenses (including reasonable attorneys’ fees), damages or liabilities based on or arising from (a) the Apps, (b) your relationships or interactions with any Customer or End User or third party distributors of the Apps, or (c) your breach or alleged breach of these Terms. Yotpo may at its own expense participate in the defense and settlement of any claim with its own counsel, and you may not settle a claim without Yotpo’s prior written consent (not to be unreasonably withheld).
    12. Ownership. Yotpo and its third party licensors retain all ownership and other rights in the Yotpo Developer Assets, Yotpo Products and Yotpo Marks, including all intellectual property rights. Providing feedback, comments, or suggestions about the Yotpo Developer Assets or Yotpo Products (“Feedback“) to Yotpo is wholly voluntary. By providing Feedback, Developer grants Yotpo a worldwide, royalty-free, non-exclusive, perpetual and irrevocable license to use, copy, modify, sublicense (through multiple tiers) and otherwise exploit the Feedback (including any ideas, concepts, methods, know-how or techniques embodied in Feedback) for any purpose, without any restriction or obligation to Developer based on intellectual property rights or otherwise.
    13. No Support or Maintenance. Yotpo has no obligation to provide any maintenance or support for the Yotpo Developer Assets (or to end users of Apps) or to fix any errors or defects. If Yotpo in its discretion provides any updates, modifications, enhancements, and other new releases to the Yotpo Developer Assets, such materials will be deemed included in the “Yotpo Developer Assets” under these Terms unless Yotpo specifies otherwise.
    14. Changes to Yotpo Developer Assets. From time to time, Yotpo may change the Yotpo Developer Assets or related Yotpo Products. Future versions of the Yotpo Developer Assets may not be compatible with Apps developed using previous versions. Yotpo typically makes these changes as part of its overall developer program and, in the event of a material change, Yotpo will endeavor to notify developers of the changes with reasonable notice. Yotpo will have no liability resulting from the actions described in this paragraph.
    15. App Availability Generally Yotpo may, in its sole discretion, make the App available to its customers or certain segments of customers. 
    16. App Market Availability.  Yotpo may feature the integration in Yotpo’s App Market (currently located at: https://www.yotpo.com/integrations/) (the “App Market”) and in other marketing channels, or, choose not make the App available in the App Market and marketing channels at Yotpo’s sole discretion. 
    17. Termination. These Terms shall commence on the date you accept these terms or the date you begin to use the Yotpo Developer Assets (whichever is sooner) and will remain in effect until terminated pursuant to this Section 17 (the, “Term”). Either party may terminate these terms by providing the other party with a written notice. Termination of these terms can be done at any time, for any reason, or for no reason including, but not limited to, if you violate any provision of these Terms. Any termination of these terms shall also terminate the licenses granted to Licensee hereunder. Upon termination of these terms for any reason, you shall cease using, and either return to Yotpo, or destroy and remove from all computers, hard drives, networks, and other storage media, all copies of any materials licensed pursuant to these terms and any Confidential Information in your possession, and shall certify to Yotpo that such actions have occurred. Sections 6,9-12, 17-20, and 22 shall survive termination of these terms. 
    18. Disclaimer of Warranties. TO THE FULL EXENT PERMITTED BY LAW, ALL YOTPO DEVELOPER ASSETS, YOTPO PRODUCTS AND YOTPO MARKS ARE PROVIDED “AS IS” AND “WITH ALL FAULTS” AND YOTPO AND ITS THIRD PARTY LICENSORS DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND GUARANTEES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR ANY PURPOSE. YOTPO MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE RELATED TO RELIABILITY, ACCURACY, OR COMPLETENESS OF THE YOTPO DEVELOPER ASSETS OR YOTPO PRODUCTS, THAT YOTPO WILL CONTINUE TO OFFER ANY YOTPO DEVELOPER ASSETS OR ITS DEVELOPER PROGRAM OR THAT USE OF ANY YOTPO DEVELOPER ASSETS OR YOTPO PRODUCTS WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE OR MEET DEVELOPER’S REQUIREMENTS OR EXPECTATIONS. You may have other statutory rights, in which case the disclaimers above will apply to the full extent permitted by law.
    19. Limitations of Liability. TO THE FULL EXTENT PERMITTED BY LAW, IN NO EVENT WILL YOTPO BE LIABLE (A) FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS OR LOST DATA), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE OR (B) IN ANY EVENT, FOR ANY DAMAGES OR LIABILITIES EXCEEDING ONE HUNDRED U.S. DOLLARS ($100). NOTWITHSTANDING ANYTHING TO THE CONTRARY, YOTPO HAS NO WARRANTY, INDEMNIFICATION OR OTHER OBLIGATION OR LIABILITY WITH RESPECT TO YOUR APPS OR THEIR COMBINATION, INTERACTION, OR USE WITH ANY YOTPO PRODUCTS OR YOTPO DEVELOPER ASSETS. Developer acknowledges and agrees that this Section 19 reflects a reasonable allocation of risk and that Yotpo would not enter into these Terms without these liability limitations. This Section 19 will survive notwithstanding any limited remedy’s failure of essential purpose.
    20. Confidential Information. In your interactions with Yotpo, you may be given access to certain non-public information, software, specifications, or code (“Confidential Information”), which is confidential and proprietary to Yotpo. You may use this Confidential Information only as necessary in exercising such rights as are granted to you in these Developer Terms. You may not disclose any of this Confidential Information to any third party without Yotpo’s prior written consent. You further agree that you will protect this Confidential Information from any unauthorized use, access, or disclosure with no less than a reasonable degree of care than your own confidential information. 
    21. Open Source Software. The Yotpo Developer Assets may contain or be provided with components subject to the terms and conditions of “open source” software licenses (“Open Source Software“). To the extent required by the license that accompanies the Open Source Software, the terms of such license will apply in lieu of these Terms with respect to such Open Source Software, including, without limitation, any provisions governing access to source code, modification or reverse engineering.
    22. General. These Terms are the parties’ entire agreement and supersede any prior or contemporaneous agreements relating to its subject matter. All amendments or modifications must be in writing and signed by both parties. Failure to enforce any provision is not a waiver and all waivers must be in writing. If any provision is found to be unenforceable it (and related provisions) will be interpreted to best accomplish its intended purpose. Developer may not assign, transfer or delegate any right or obligations under these Terms and any non-permitted assignment is void. Yotpo may assign these Terms and its rights and obligations to any of its affiliates or in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of its assets or voting securities to which these Terms relate. Notices must be in writing and will be deemed given when delivered. Yotpo may provide notice to the email or physical address provided by Developer or through Yotpo’s developer website. Your notices to Yotpo must be given by post to Yotpo , 400 Lafayette Street, 4th Floor, New York, NY, Attn: Legal. The parties are independent contractors and these Terms do not create any agency, partnership, or joint venture. These Terms will be governed by and construed in accordance with the laws of the State of New York, excluding conflicts of law rules and principles. Each party submits to the personal and exclusive jurisdiction of the federal or state courts for New York, NY. Yotpo will not be liable to Developer for any delay or failure to perform any obligation under these Terms if the delay or failure is due to unforeseen events that are beyond its reasonable control. In these Terms, headings are for convenience only and “including” and similar terms are to be construed without limitation. 

       

      By accessing or using the Yotpo Developer Assets, or authorizing or permitting any individual to access or use the Yotpo Developer Assets, You agree to be bound by these Terms.

      We may revise these Terms from time to time. The most current version of the Terms , which will always be located on www.yotpo.com (the “Site”), will govern our relationship with you. We will try to notify you of material revisions; for example, via a service notification posted to the Site or an email sent to the email associated with your account. Your continued use of the Yotpo Developer Assets constitutes your acceptance of any such revisions. You should periodically visit this page to review the current Terms.

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