BlueDAG Developer Terms
Effective January 1st 2021
We’re excited that you’ve chosen to develop with BlueDAG’s platform (the “BlueDAG Platform”). The BlueDAG Platform allows you to build amazing add-ons for teams. When you develop on the BlueDAG Platform, you agree to be bound by the following terms, so please read them carefully.
These BlueDAG Developer Terms (the “Terms”) are a binding agreement between you and BlueDAG LLC (”we” or “BlueDAG”). In these Terms, you are referred to as “you” or “Developer”. 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 BlueDAG 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 accept these Terms or use the BlueDAG Developer Assets. BlueDAG may modify these Terms from time to time, subject to Section 17 (Changes to Terms) below.
1. BlueDAG Developer Assets.
BlueDAG makes available certain APIs, software development kits (SDKs), and cloud-based development tools (collectively, “BlueDAG Developer Assets”) for use with its products and services (”BlueDAG Products”).
You agree to follow the registration or credentialing requirements (if any) established by BlueDAG for access to the BlueDAG Developer Assets. All BlueDAG Developer Assets access keys or developer credentials are BlueDAG’s confidential information and may not be shared with third parties.
3. Your Use Rights.
Subject to these Terms, you may use the BlueDAG Developer Assets to enable products and services (”Add-Ons”) to access or interface with BlueDAG Products, but only as permitted by the relevant Developer Guidelines. All of your use rights in these Terms (including your rights to use BlueDAG Marks below) are limited, non-exclusive, non-sublicensable 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.
4. Conditions on Use.
In accessing and using the BlueDAG Developer Assets, you agree to comply with BlueDAG’s Acceptable Use Policy (”AUP”) (as may be modified from time to time). As conditions on your use rights, you also agree not to (and not to authorize any third party to): (a) use the BlueDAG Developer Assets except with the related BlueDAG Products and in accordance with the Developer Guidelines; (b) modify or create any derivative works of the BlueDAG Developer Assets (except to the extent the Add-Ons are deemed derivative works under applicable law); © take any action that would subject the BlueDAG Developer Assets to any third party terms, including without limitation any “open source” software license terms; (d) make any calls to the BlueDAG Developer Assets that are not driven by a request from an end user (as described in Section 7.1) or the Add-On itself, other than as part of reasonable testing of your Add-Ons with the BlueDAG Developer Assets; (e) copy, frame or display any elements of the BlueDAG Products through the Add-Ons or use the BlueDAG Developer Assets with Add-Ons that substantially replicate any features or functionality of BlueDAG Products, except as expressly authorized by BlueDAG in writing; (f) copy, distribute, sell, sublicense, rent or lease the BlueDAG Developer Assets or any access key provided by BlueDAG or use such items for hosting, service provider or like purposes; or (g) access the BlueDAG Developer Assets for competitive analysis or disseminate performance information (including uptime, response time and/or benchmarks) relating to the BlueDAG Developer Assets or BlueDAG Products. From time to time, BlueDAG may place limits on access to the BlueDAG Developer Assets (e.g., limits on numbers of calls or requests). Further, BlueDAG may monitor your usage of the BlueDAG Developer Assets and limit the number of calls or requests you may make if BlueDAG believes that your usage is in breach of this Agreement or may negatively affect the BlueDAG Platform (or otherwise impose liability on BlueDAG).
5. Use of BlueDAG Marks
Subject to these Terms, you may use the appropriate BlueDAG names, logos and trademarks to promote your Add-Ons as compatible with the relevant BlueDAG Products. Your use of BlueDAG Marks must comply with the BlueDAG Trademark Guidelines and (without limiting BlueDAG’s other termination rights) you must promptly cease any use of BlueDAG Marks identified by BlueDAG as problematic. You may not register any domain name containing BlueDAG Marks, the word “BlueDAG” or the name of any BlueDAG Product (or anything confusingly similar) and if you have done so you agree to transfer ownership of the domain name to BlueDAG at no charge. You also agree not to contest the validity of ownership of any BlueDAG Marks. You receive no other rights to BlueDAG Marks under these Terms. All goodwill arising from the use of BlueDAG Marks inures to BlueDAG .
6. Use of Your Marks; Your Ownership Rights
BlueDAG may (but is not obligated to) use your name, logos and other trademarks (including those related to the Add-Ons) to identify you as an BlueDAG developer and to promote your Add-Ons and BlueDAG Products. BlueDAG receives no other rights to your trademarks under these Terms. All goodwill arising from the use of your trademarks belongs to you. For clarity, nothing in these Terms assigns ownership of your Add-Ons or intellectual property rights to BlueDAG.
7. Your Responsibilities.
7.1. Add-Ons and End Users.
7.2. BlueDAG Customer Agreement.
Use of BlueDAG Products requires each end user to have a valid license or subscription with BlueDAG subject to the then-current BlueDAG SaaS Agreement. You will not facilitate or encourage any end user to violate the BlueDAG Customer Agreement or interfere with any end user’s review or acceptance of the BlueDAG Customer Agreement. For the avoidance of doubt, your use of the BlueDAG Developer Assets is subject to this Agreement, not the BlueDAG Customer Agreement. If you use BlueDAG Products as a customer, that use remains subject to the BlueDAG Customer Agreement.
7.3. No Resale.
These Terms do not grant you the right to distribute or resell BlueDAG Products or to create any binding commitment on behalf of BlueDAG. In addition, you may not directly or indirectly charge end users for use of, or access to, the functionality of the BlueDAG Products or BlueDAG Developer Assets (but this does not limit you from charging a standard overall fee for the Add-Ons).
7.4. 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 Add-Ons without violating any other agreement; (b) the Add-Ons 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 BlueDAG is and will be true, accurate, and complete and (d) you will not interfere with BlueDAG’s business practices or the way in which it licenses or distributes the BlueDAG Products or BlueDAG Developer Assets. You may not suggest any affiliation with BlueDAG, including any suggestion that BlueDAG sponsors, endorses or guarantees the Add-Ons, except for the BlueDAG Developer Assets integration relationship expressly contemplated in these Terms. You may not make any representations, warranties or commitments regarding BlueDAG or BlueDAG Products or on behalf of BlueDAG.
You will indemnify, defend (at BlueDAG’s request) and hold harmless BlueDAG and its affiliates and their respective directors, officers, employees, agents, contractors, end 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 Add-Ons, (b) your relationships or interactions with any end users or third party distributors of the Add-Ons, or (c) your breach or alleged breach of these Terms. BlueDAG 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 BlueDAG’s prior written consent (not to be unreasonably withheld).
BlueDAG and its third party licensors retain all ownership and other rights in the BlueDAG Developer Assets, BlueDAG Products and BlueDAG Marks, including all intellectual property rights. Providing feedback, comments, or suggestions about the BlueDAG Developer Assets or BlueDAG Products (“Feedback”) to BlueDAG is wholly voluntary. By providing Feedback, Developer grants BlueDAG 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.
9. No Support or Maintenance.
BlueDAG has no obligation to provide any maintenance or support for the BlueDAG Developer Assets (or to end users of Add-Ons) or to fix any errors or defects. If BlueDAG in its discretion provides any updates, modifications, enhancements, and other new releases to the BlueDAG Developer Assets, such materials will be deemed included in the “BlueDAG Developer Assets” under these Terms unless BlueDAG specifies otherwise.
10. Changes to BlueDAG Developer Assets.
From time to time, BlueDAG may change the BlueDAG Developer Assets or related BlueDAG Products. Future versions of the BlueDAG Developer Assets may not be compatible with Add-Ons developed using previous versions. BlueDAG typically makes these changes as part of its overall developer program and is unable to provide notice of the changes to developers individually. BlueDAG will have no liability resulting from the actions described in this paragraph.
These Terms remain in effect until terminated. Developer may terminate these Terms at any time by ceasing all use of the BlueDAG Developer Assets and any relevant developer credentials. BlueDAG may terminate these Terms (a) for no reason or any reason upon thirty (30) days’ notice to Developer or (b) if Developer breaches any provision of these Terms and does not cure such breach within fifteen (15) days after written notice of the breach (or immediately in BlueDAG’s discretion in case of willful or significant breaches). BlueDAG may also suspend Developer’s use of BlueDAG Developer Assets or terminate these Terms immediately if BlueDAG is required to do so by Law, if BlueDAG ceases to offer the BlueDAG Developer Assets, BlueDAG Products or its developer program or if BlueDAG determines that continuing under these Terms could result in legal or business liability or cause harm to its products, services, reputation or users. Upon any termination, Developer’s rights to use BlueDAG Developer Assets (including related access keys and credentials) and BlueDAG Marks will immediately terminate and Developer will cease all such use, but all other provisions of these Terms will survive. Developer understands that after termination it will have no further access to any BlueDAG developer website or portal or to any data or content that Developer submitted to BlueDAG relating to the BlueDAG Developer Assets. BlueDAG will have no obligation or liability resulting from termination or suspension of these Terms as permitted above.
12. Disclaimer of Warranties.
TO THE FULL EXTENT PERMITTED BY LAW, ALL BLUEDAG DEVELOPER ASSETS, BLUEDAG PRODUCTS AND BLUEDAG MARKS ARE PROVIDED “AS IS” AND “WITH ALL FAULTS” AND BLUEDAG 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. BLUEDAG MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE RELATED TO RELIABILITY, ACCURACY, OR COMPLETENESS OF THE BLUEDAG DEVELOPER ASSETS OR BLUEDAG PRODUCTS, THAT BLUEDAG WILL CONTINUE TO OFFER ANY BLUEDAG DEVELOPER ASSETS OR ITS DEVELOPER PROGRAM OR THAT USE OF ANY BLUEDAG DEVELOPER ASSETS OR BLUEDAG 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.
13. Limitations of Liability.
TO THE FULL EXTENT PERMITTED BY LAW, IN NO EVENT WILL BLUEDAG 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, BLUEDAG HAS NO WARRANTY, INDEMNIFICATION OR OTHER OBLIGATION OR LIABILITY WITH RESPECT TO YOUR ADD-ONS OR THEIR COMBINATION, INTERACTION, OR USE WITH ANY BLUEDAG PRODUCTS OR BLUEDAG DEVELOPER ASSETS. Developer acknowledges and agrees that this Section 13 reflects a reasonable allocation of risk and that BlueDAG would not enter into these Terms without these liability limitations. This Section 13 will survive notwithstanding any limited remedy’s failure of essential purpose.
14. BlueDAG Confidential Information.
All information disclosed by BlueDAG that is marked as confidential or proprietary or that you should reasonably understand to be confidential or proprietary is “Confidential Information.” Confidential Information includes non-public aspects of the BlueDAG Products and BlueDAG Developer Assets. Confidential Information shall not include any information that: (i) is or becomes generally known to the public; (ii) was known to you before its disclosure hereunder; or (iii) is received from a third party, in each case without breach of an obligation owed to BlueDAG or anyone else.
14.2. Your Obligations.
During and after the term of this Agreement, you shall (a) maintain Confidential Information in confidence (using at least the same measures as for your own confidential information, and no less than reasonable care) and not divulge it to any third party and (b) only use Confidential Information to fulfill your obligations under this Agreement. If you are compelled by law to disclose Confidential Information, you must provide BlueDAG with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at BlueDAG’s cost, if BlueDAG wishes to contest the disclosure.
14.3. Injunctive Relief.
In the event of actual or threatened breach of this Section 14, BlueDAG shall have the right, in addition to any other remedies available to it, to seek injunctive relief to protect its Confidential Information, it being specifically acknowledged by the parties that other available remedies may be inadequate.
15. Information You Provide Is Not Confidential.
15.1. You understand and agree that BlueDAG develops its own products and services and works with many other vendors and developers, and either BlueDAG or these third parties could in the future develop (or already have developed) products similar to yours.
15.2. You should not provide to BlueDAG any information that you consider confidential and you agree that BlueDAG is not subject to any confidentiality obligations or use restrictions related to information that you may provide to BlueDAG in relation to this Agreement. You expressly agree that neither this Agreement nor your development on the BlueDAG Platform limits BlueDAG’s right to develop or have developed for it products, concepts, systems or techniques that are similar to or compete with any Add-Ons or any other products, concepts, systems or techniques contemplated by or embodied in information you disclose to BlueDAG. For clarity, however, this paragraph, in itself, does not grant BlueDAG any license under your intellectual property rights.
16. Export Restrictions.
The BlueDAG Developer Assets are subject to export restrictions by the United States government and import restrictions by certain foreign governments, and you agree to comply with all applicable export and import laws and regulations in your use of the BlueDAG Developer Assets. You shall not (and shall not allow any third-party to) remove or export from the United States or allow the export or re-export of any part of the BlueDAG Developer Assets or any direct product thereof: (a) into (or to a national or resident of) any embargoed or terrorist-supporting country; (b) to anyone on the U.S. Commerce Department’s Table of Denial Orders or U.S. Treasury Department’s list of Specially Designated Nationals; © to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (d) otherwise in violation of any export or import restrictions, laws or regulations of any United States or foreign agency or authority. You represent and warrant that you are not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list. The BlueDAG Developer Assets are restricted from being used for the design or development of nuclear, chemical, or biological weapons or missile technology without the prior permission of the United States government.
17. Changes to Terms.
BlueDAG may modify these Terms from time to time, including any referenced policies and other documents. BlueDAG will use reasonable efforts to notify you of modifications as provided in Section 19 (General). You may be required to click through the modified Terms to show your acceptance and in any event your continued use of any BlueDAG Developer Assets after the modification constitutes your acceptance to the modifications. If you do not agree to the modified Terms, your sole remedy is to terminate your use of the BlueDAG Developer Assets as described in Section 11 (Termination).
18. Open Source Software.
The BlueDAG 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 applicable, BlueDAG will identify Open Source Software included in the BlueDAG Developer Assets. To the extent required by the license that accompanies the Open Source Software, the terms of such license will apply in lieu of the terms of this Agreement with respect to such Open Source Software, including, without limitation, any provisions governing access to source code, modification or reverse engineering.
These Terms are the parties’ entire agreement and supersede any prior or contemporaneous agreements relating to its subject matter. Except as set forth in Section 17 (Changes to Terms), all amendments or modifications must be in writing and signed by both parties. The words “including” and similar terms are to be construed without limitation. 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. BlueDAG 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. BlueDAG may provide notice to the email or physical address provided by Developer or through BlueDAG’s developer website. Your notices to BlueDAG must be given by US Mail to BlueDAG LLC, 2999 Gold Canal Dr., Rancho Cordova, CA, USA 95670, 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 California, excluding conflicts of law rules and principles. Each party submits to the personal and exclusive jurisdiction of the federal or state courts for Sacramento County, California. BlueDAG will not be liable to the 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. The BlueDAG Developer Assets and BlueDAG Products are commercial computer software. If the user or licensee of such technology is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of such technology, or any related documentation of any kind, including technical data and manuals, is restricted by these Terms in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The BlueDAG Developer Assets and BlueDAG Products were developed fully at private expense. All other use is prohibited.