Newbound Developer Terms of Service
Effective Date: July 21, 2018
This Newbound Developer Terms of Service (“Agreement”) is between Newbound Inc. (“Newbound” or “us”) and you (“you” or “Licensee”).
By downloading, accessing or using the API or SDK or Documentation in any way, Licensee affirms that Licensee has read this Agreement, understands it, and agrees to be bound by it.
1. API AND SDK
1.1 API and SDK. The API and SDK consists of specific programmatic application programming interfaces, interface definitions, generated code libraries and associated tools. The API is an interface that facilitates interaction with the Platform’s servers. The SDK is software code that is designed to be integrated into and to ship bundle with your applications (“Applications”).
1.2 API or SDK Modifications. Newbound reserves the right to modify the API or SDK, and to release subsequent versions. You may be required to use the most recent version of the API or SDK in order to obtain certain functionality.
1.3 Support. Newbound has no obligation to provide you or any users of your Applications with support, software upgrades, enhancements or modifications to the API or SDK. If Newbound makes available updated versions of the API or SDK, you will use reasonable efforts to use only the then-current version as soon as possible and will use only the then-current version within 30 days of the date the then-current version becomes available. You understand and agree that you are solely responsible for providing user support and any other technical assistance for your Applications and other products and/or services.
2. LICENSE, ACCOUNTS AND RESTRICTIONS
2.1 API or SDK License. Subject to the terms and conditions of this Agreement, Newbound grants you a limited, non-exclusive, revocable, non-transferable license to access and use the API or SDK solely to as necessary to (i) develop, test, display and execute your Applications with the API or SDK functionality included; and (ii) distribute to third parties, or permit third parties to access, the API or SDK as integrated into your Applications.
2.2 Restrictions. You shall not, and shall not permit any person, directly or indirectly, to (i) reverse engineer, disassemble, reconstruct, decompile, translate, modify or copy the API or SDK, other than as explicitly permitted hereunder (except to the extent the foregoing restriction is expressly prohibited by applicable law notwithstanding this limitation), (ii) create derivative works of the API or SDK or any aspect or portion thereof, including without limitation, source code and algorithms, (iii) distribute or otherwise disseminate the API or SDK by any means or in any form, except as an integral part of your Applications; (iv) use the API or SDK in connection with any Applications that include any malware or other harmful code or that facilitate spamming in any way; (v) circumvent any limits or any privacy or access controls (or attempt to do so); or (vi) include any advertisements or other promotions within the functionality enabled by the API or SDK. Except as expressly set forth in this Agreement, Newbound reserves all rights in or the API and SDK.
2.3 Trademark License and Branding. Subject to the terms of this Agreement, Newbound grants you a limited, non-exclusive, revocable, non-transferable license to display the Newbound trademark solely for the purpose of attributing the source of the API or SDK and indicating that you used the API or SDK in creating your Applications. In addition, all use of the SDK must be in compliance with Newbound’s in-game brand guidelines. All use by you of the Newbound trademark (including any goodwill associated therewith) shall inure to the benefit of Newbound. At no time during or after the term of this Agreement shall you challenge or assist others to challenge the Newbound trademark or the registration thereof by Newbound, nor shall you attempt to register the Newbound trademark or brand identifiers (including domain names) that are confusingly similar in any way (including but not limited to, sound, appearance and spelling) to the Newbound trademark. You shall include in your Applications, website and other relevant locations a disclaimer stating that your Applications, website or any services is or are not endorsed or created by Newbound.
You shall not sell, license or otherwise commercialize any End User Data. You may not use End User Data to target End Users for marketing or advertising purposes. You may not disclose End User Data to any ad network, data broker or other advertising or monetization related service.
You shall delete all End User Data upon Newbound’s or the End User’s request and within seven (7) days following the End User’s termination of the End User’s account. You may only retain chat logs as necessary for the operation of your Applications. Newbound’s offering of an API or SDK that allows you to reproduce or display End User message content is not an express or implied license to such content from Newbound.
2.5 End Users. Without limiting any other provision of this Agreement, you agree to the following with respect to End Users and their accounts:
(a) You shall not modify an End User's account state except in response to such End User giving you explicit permission to do so. For example, you may not join an End User to a server unless such End User approved joining that server (such as when using a "group finder" app).
(b) You shall not post messages, trigger notifications, or play audio on behalf of an End User except in response to such End User expressly opting-in to each instance of such behavior.
(d) You and your Application will not encourage or create functionality for your users that violates Newbound’s TOS.
(e) You shall ensure that all End User Data is stored using reasonable security measures, including, but not limited to encryption, and that you take reasonable steps to secure End User Data.
(f) You shall not obtain End User passwords to Newbound’s service under any circumstance; you shall use only Newbound’s designated approval methods for obtaining access to or permission to access End User Data.
2.7 Rate Limits. You will not attempt to exceed or circumvent limitations on access to and use of the SDK or API, exceed or circumvent any limitation on the API calls you may make, or otherwise use the SDK or API in a manner that exceeds reasonable request volume, or constitutes excessive or abusive usage (“Rate Limits”). If Newbound, in its sole discretion, determines that you have attempted to exceed or circumvent Rate Limits, or other controls that limit use of the SDK or API, then your ability to use the SDK or API may be temporarily suspended or permanently blocked.
2.8 Security Measures. Your network, operating system and the software of your web servers, databases, and computer systems must be properly configured to securely operate and store your Applications. Your Applications must use industry standard security measures to protect against and prevent security breaches and any unauthorized disclosure of the personal information of your End Users, including administrative, physical and technical safeguards for protection of the security, confidentiality and integrity of the personal information of your End Users. You must promptly report any security deficiencies in, or intrusions to, your Applications or systems that you discover.
4. NEWBOUND APPLICATION DEVELOPMENT AND FEEDBACK
You acknowledge and agree that Newbound may create features, applications, content, and other products or services that may be similar to your Applications, and nothing in this Agreement will be construed as restricting or preventing Newbound from creating and fully exploiting such applications, content and other items, without any obligation to you. If you elect to provide us with any suggestions or feedback, you hereby assign all right, title and interest in and to such suggestions or feedback to Newbound and acknowledge that we will be entitled to use, implement and exploit any such suggestions or feedback in any manner without restriction, and without any obligation of confidentiality, attribution, accounting or compensation to you.
5. PROPRIETARY RIGHTS
Except for the licenses expressly granted to you in this Agreement, Newbound shall own and retain all right, title and interest, including without limitation all intellectual property rights, in and to (i) the API or SDK and any and all elements and components thereof, including content, technology, software code, user interfaces and any derivative works and/or compilations thereof; (ii) the Newbound trademark; and (iii) any feedback provided by you (including suggestions, comments, improvements, ideas, etc.) about or relating to Newbound, the API or SDK or any applications, websites or other materials that Newbound may be developing (collectively, “Newbound Property”). You shall own and retain all right, title and interest in and to your Applications, except with respect to any Newbound Property or End User Data that has been incorporated therein.
Without prejudice to any other rights or remedies that we may have, Newbound may terminate the license granted hereunder: (i) upon notice if Licensee fails to comply with any of the terms and conditions of this Agreement; or (ii) for convenience, upon thirty (30) days’ prior written notice. In addition, Newbound may terminate or suspend the license granted hereunder if your Application(s) for any reason compromise or threaten to compromise the integrity of Newbound’s service. In the event the license is terminated, Licensee shall discontinue any further use, and destroy all copies, of the API or SDK and Documentation in its possession or control. Sections 1.2, 1.3, 4-9 and 11-16 shall survive any termination of this Agreement.
7. NO WARRANTY
THE API OR SDK AND DOCUMENTATION ARE BEING PROVIDED TO YOU "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
8. LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL NEWBOUND OR ITS AFFILIATES, OR ITS OR THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR REPRESENTATIVES (COLLECTIVELY, THE "NEWBOUND PARTIES") BE LIABLE OR RESPONSIBLE FOR DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF INFORMATION OR DATA, OR ANY OTHER INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES) ARISING OUT OF THE USE OF OR INABILITY TO USE THE API OR SDK OR OTHERWISE IN CONNECTION WITH THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE NEWBOUND PARTIES’ TOTAL AGGREGATE LIABILITY TO YOU FOR ALL DAMAGES OF ANY KIND AND TYPE (REGARDLESS OF WHETHER BASED IN CONTRACT OR TORT) SHALL NOT EXCEED THE GREATER OF (A) THE LICENSE FEE (IF ANY) PAID BY YOU FOR THE API OR SDK OR (B) $100. THE LIMITATIONS AND DISCLAIMERS IN THIS AGREEMENT DO NOT PURPORT TO LIMIT LIABILITY OR ALTER RIGHTS THAT CANNOT BE EXCLUDED UNDER APPLICABLE LAW. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above disclaimers and limitations may not apply to you. IN THESE JURISDICTIONS, NEWBOUND’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT IN THE EVENT ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SET FORTH HEREIN SHALL REMAIN IN EFFECT.
Licensee, at its own expense, shall defend, indemnify and hold harmless Newbound and its affiliates, and its and their employees, contractors, agents, directors and customers from and against any and all claims, actions, demands, liabilities, losses, damages, judgments, settlements, costs and expenses, including reasonable attorneys’ fees (any or all of the foregoing hereinafter referred to as “Losses”), insofar as such Losses (or third party actions in respect thereof) are based on, arise out of, or are related to (i) a breach by Licensee of any representation, warranty, covenant or agreement made by it hereunder or (ii) the use, operation, promotion, distribution or license of the Applications by Licensee or its employees, contractors or agents.
You will: (a) protect and not disclose information made available by us that is identified as confidential or that reasonably should be considered confidential; (b) use this information only to fulfill your obligations under this Agreement; and (c) either destroy or return all such information to us promptly when the Agreement terminates (and, upon request, confirm such destruction in writing).
Licensee grants us the right to use Licensee’s company name and logo for marketing or promotional purposes on our website if Licensee’s use of the SDK or API is public. Otherwise, Newbound will obtain Licensee’s prior written permission for such use.
12. EXPORT CONTROLS
In connection with Licensee’s use of the API or SDK Licensee shall comply with all applicable export and re-export control laws and regulations such as the Export Administration Regulations, the International Traffic in Arms Regulations and countryspecific economic sanctions programs implemented by the Office of Foreign Assets Control.
The Platform is not intended for and should not be used by anyone under the age of 13. Licensee will not knowingly collect or enable the collection of any personal information from children under the age of 13.
14. INJUNCTIVE RELIEF
Licensee agrees that Newbound will have the right to seek an injunction against any unauthorized use of the API or SDK by Licensee, in addition to any other rights and remedies to which Newbound may be entitled.
If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, then such provision shall be adjusted to the minimum extent necessary for validity or enforceability, and in any event, the remaining provisions will nevertheless remain in full force and effect.
16. ENTIRE AGREEMENT
This Agreement constitutes the entire understanding and agreement between Newbound and you with respect to the subject matter of this Agreement and supersedes all prior or contemporaneous oral or written communications with respect thereto. We may change this Agreement from time to time in our discretion. If we make a material change to the Agreement, we will provide you with reasonable notice prior to the change taking effect. Licensee can review the most current version of the Agreement at any time by visiting this page. The materially revised Agreement will become effective on the date set forth in our notice, and all other changes will become effective upon posting of the change. If Licensee (or your End Users) accesses or uses the Platform after the effective date, that use will constitute your acceptance of any revised terms and conditions.
17. GOVERNING LAW, JURISDICTION AND VENUE
This Agreement shall be interpreted, construed and enforced in all respects in accordance with the internal laws of the State of California, without regard to its principles of conflicts of law. Any claim or dispute between you and the Company that arises in whole or in part from this Agreement or your use of the API or SDK shall be decided exclusively by a court of competent jurisdiction located in Santa Clara County, California, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the state and federal courts of Santa Clara County, California.
18. NO ASSIGNMENT
Licensee shall not assign, sublicense or delegate any of its rights or obligations under this Agreement to any third party without the prior written consent of Newbound. Any assignment, sublicense or delegation in violation of this provision shall be null and void.
19. GOVERNMENT USE AND ACCESS
The API and SDK are “commercial items” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Any use, modification, derivative, reproduction, release, performance, display, disclosure or distribution of the API or SDK by any government entity is prohibited, except as expressly permitted by the terms of this Agreement. Additionally, any use by U.S. government entities must be in accordance with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4. The contractor/manufacturer is Newbound Inc., 401 California Ave Burlingame, CA 94010. Licensee shall not allow or assist any government entities, law enforcement, or other organizations to conduct surveillance or obtain data using its access to the SDK or API in order to avoid serving legal process directly on Newbound. Any such use by you for law enforcement purposes is a breach of this Agreement.
Use of the API or SDK affirms that Licensee has read this Agreement, understands it, and agrees to be bound by its contents.