Welcome to the Kwilt Developer platform. Please read these terms carefully before using our developer platform .
SECTION I: ACCEPTANCE OF TERMS
Acceptance on Behalf of an Organization. If you are developing on behalf of an organization, you agree to these Developer Terms for that organization and promise that you have authority to bind that organization and its parents, subsidiaries, and sister companies to these Developer Terms. In that case, “you” and “your” will refer to that organization, its parents, subsidiaries, and sister companies.
Language. In the event that these Developer Terms are translated into other languages and there is a discrepancy between versions in different languages, the English language version shall prevail to the extent that such discrepancy is the result of an error in translation.
Independent Contractors. There is no joint venture, partnership, agency, or fiduciary relationship existing between you and Kwilt, and the parties do not intend to create any such relationship by this Agreement.
SECTION II: DEFINITIONS
Any defined terms not set out in this section will be clearly defined elsewhere in these Developer Terms.
Approved Devices. “Approved Devices” means desktop computers, laptops, netbook PCs, tablets, mobile wireless handsets, and such other devices that we approve in writing from time to time.
Kwilt Content. “Kwilt Content” means any content, data, information or material made available through the Kwilt Service or by Kwilt.
Kwilt Marks. “Kwilt Marks” means all trademarks, service marks, logos, brand names, or trade names used to identify Kwilt and its products or services.
Kwilt Service. “Kwilt Service” means the service, websites, software applications, and offers provided by Kwilt.
Kwilt Developer Platform. As defined above, “Kwilt Developer Platform” includes any of our developer tools (e.g., APIs, SDKs) accessible, and documentation described, on our developer website.
Kwilt Developer Application or SDA. “Kwilt Developer Application” or “SDA” means any application, website or service that accesses the Kwilt Service or Kwilt Content through, or which incorporates, the Kwilt Developer Platform.
SECTION III: LICENSES AND PERMISSIONS
License to Developer. Subject to and conditional upon your compliance at all times with these Developer Terms, Kwilt grants to you a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Term (defined in the “Term, Termination and Survival” Section) to the following:
Kwilt Developer Platform. Distribute the applicable Kwilt Developer Platform only in binary form as part of SDAs that comply with the Developer Terms to the extent such distribution is expressly described in the corresponding documentation. Make a reasonable number of copies of the Kwilt Developer Platform for use in accordance with the Developer Terms. Use the Kwilt Developer Platform to access and use Kwilt Content only as permitted by the Kwilt Developer Platform and for the sole purpose of operating the SDAs in accordance with the Developer Terms.
Kwilt Marks. Use any of the Kwilt Marks solely to promote your use, and the results of your use, of the Kwilt Platform in accordance with these Developer Terms, applicable law, and the Kwilt Branding Guidelines. You agree that except for the limited license above, these Developer Terms do not grant you any rights to the Kwilt Marks and that all goodwill generated through your use of such marks is to the sole benefit of Kwilt. If you use any Kwilt Marks, you will at no time contest or aid in contesting the validity or ownership of those Kwilt Marks or Kwilt’s rights in them, including, but not limited to, applying to register any trademark, trade name or other designation that is confusingly similar to the Kwilt Marks.
Limitation. Except as expressly granted in these Developer Terms, neither party grants the other party any intellectual property rights or other proprietary rights. As between you and Kwilt, Kwilt, its corporate affiliates, and its applicable licensors retain all intellectual property rights (including all patent, trademark, copyright, trade secret, and other proprietary rights) in and to the Kwilt Developer Platform (including its documentation and specifications), all Kwilt websites, Kwilt Content, Kwilt Services, and any derivative works thereof.
License to Kwilt. You grant to us a paid-up, royalty-free, non-exclusive, worldwide, transferable, sublicensable, irrevocable right and license, under all of your intellectual property rights, to:
Use, perform, make available, display to the public, reproduce, distribute, and import your SDA and use your name, likeness, or brand (which includes all of your trademarks, service marks, logos, brand names or trade names, your “Marks”) to the extent it is incorporated into your SDA;
Link to and direct users to your SDA; and
Sublicense the foregoing rights to our corporate affiliates or any third parties that are working with us as development partners, hosting facilities, and in similar capacities, in order to enable them to perform their services for us.
Following the termination of this Agreement and upon written request from you, Kwilt shall make commercially reasonable efforts, as determined in its sole discretion, to remove references and links to your SDA and any of your Marks from the Kwilt website or Kwilt Service. Kwilt shall have no other obligation to delete copies of, or references or links to, your SDA.
SECTION IV: RESTRICTIONS
General Restrictions. You agree that you will follow the restrictions set out below and will not encourage or facilitate others to violate these restrictions.
Do not use the Kwilt Developer Platform in any manner that is not expressly authorized in this Agreement.
Do not use Kwilt Content for any purpose other than delivering your SDA.
Do not misuse the Kwilt Developer Platform, including (i) modifying, editing, disassembling, decompiling, reverse-engineering, or extracting source code from the Kwilt Developer Platform (including any client libraries), Kwilt Service, or Kwilt Content (except to the extent such restrictions are expressly prohibited by law); (ii) distributing or making copies of the Kwilt Developer Platform or making the Kwilt Developer Platform available to any person, except as expressly provided in the Developer Terms; or (iii) interfering, or attempting to interfere, with the proper functioning or performance of the Kwilt Developer Platform or Kwilt Service.
Do not use the Kwilt Developer Platform, Kwilt Service or Kwilt Content for any illegal or unauthorized purpose, including (i) failing to comply with applicable laws and regulations, including, without limitation, laws regarding personal data, privacy, copyright, and export controls; or (ii) misusing Kwilt Intellectual Property (defined below) (such as using Kwilt Marks as part of the name of your company or service).
Do not use the Kwilt Developer Platform, Kwilt Service or Kwilt Content in any manner to compete with Kwilt or to build products or services that compete with the Kwilt Service, Kwilt Content or any other Kwilt product or service without our permission.
Do not improperly access, alter or store the Kwilt Service or Kwilt Content, including (i) using any robot, spider, site search/retrieval application, or other tool to retrieve, duplicate, or index any portion of the Kwilt Service or Kwilt Content or collect information about Kwilt users for any unauthorized purpose; (ii) making excessive service calls that are not strictly required for the proper functioning of your SDA via the Kwilt Developer Platform; (iii) aggregating metadata or other Kwilt Content to create databases or any other compilation other than as strictly necessary to offer and operate your SDA; (iv) requesting, collecting, soliciting or otherwise obtaining access to sign-in names, passwords, or other authentication credentials for the Kwilt Service, other than via the means specifically provided for by the Kwilt Developer Platform and as strictly necessary to offer and operate your SDA or as expressly authorized by a Kwilt user.
Do not transfer Kwilt Content to unauthorized third parties, including (I) directly or indirectly transferring any data (including aggregate, anonymous or derivative data) received from Kwilt to, or use such data in connection with, any ad network, ad exchange, data broker, or other advertising or monetization-related toolset, even if a user consents to such transfer or use; or (II) to another service that competes with Kwilt or the Kwilt Service.
Do not use any viruses, worms, Trojan horses, or any other harmful code that could affect the Kwilt Developer Platform, Kwilt Service, or Kwilt Content.
Do not damage, disparage, or take other actions that would be detrimental to Kwilt, the Kwilt Service, Kwilt Content, or Kwilt’s content providers, corporate affiliates, and partners.
Do not associate, imply, or otherwise suggest an endorsement, tie-in, co-branding, or promotion of any brand, service, website, product, or offering with or by (i) Kwilt (except as allowed by the guidelines), or (ii) any Kwilt Content.
Do not use the Kwilt Developer Platform, Kwilt Content, Kwilt Service, or Kwilt Marks in any way to promote or distribute an application, product, service, website, or other offering, including any SDA: (i) that is associated with, promotes, features, encourages, facilitates, or condones (a) illegal activity or the illegal or unauthorized use or sharing of content; (b) any illegal, defamatory, obscene, sexually explicit, malicious, or discriminatory content; (c) violence; (d) political positions or political candidates and/or religious causes; (e) the sale or advertisement of tobacco products, ammunition, firearms, and/or pornography; or (f) content that is deceptive or fraudulent; (ii) that could be considered defamatory of third parties, obscene, malicious, or discriminatory in any way, including but not limited to on the basis of race, disability, sex, sexual orientation, or religion; (iii) that infringes any intellectual property or other right of Kwilt or any third party, including, without limitation, any right of privacy, publicity, copyright, trademark, patent, or contractual right; or (iv) that is used to harass, embarrass, harm, or improperly target any Kwilt user.
Commercial Use Restrictions.
Unless you receive Kwilt’s written approval, commercial uses are not permitted. Such prohibited commercial uses include, but are not limited to:
the sale of the Kwilt Developer Platform, Kwilt Content or Kwilt Service, or sale of access to any of the foregoing;
the sale of advertising, sponsorships, or promotions on the SDA itself.
For the avoidance of doubt, you may not offer the metadata or any other Kwilt Content for any separate sale or charge or standalone product. Further, you may not sell the Kwilt Developer Platform, Kwilt Content, or Kwilt Service or access to any of the foregoing.
Kwilt Content Restrictions. In addition to the foregoing, you must comply with the following restrictions related to Kwilt Content.
Editing, Modifying, and Altering. Except as set out in this paragraph or agreed upon by Kwilt in writing, you shall not edit, modify, alter or create derivative works of Kwilt Content in any way.
Misleading Use. You shall not mislead Kwilt users with any Kwilt Content.
Local Caching. Except as set out in this paragraph, you shall not locally cache any Kwilt Content. Only when strictly necessary to enhance the performance of your SDA and its functionality, your SDA may locally cache (i) metadata .
Kwilt User data. For restrictions, please see Section V.
SECTION V: USERS & DATA
You agree not to circumvent any privacy features (e.g., opt outs) offered by Kwilt, you, or by third parties.
You will only request the data you need to operate your SDA.
Subject to certain restrictions, including on use and transfer, users give you permission to use their basic account information when they connect with your SDA. For all other user data obtained through use of the Kwilt Developer Platform, you must obtain explicit consent from the user who provided the data to us before using it for any purpose other than displaying it back to the user on your SDA.
You will not sell or purchase any Kwilt Content, including data obtained from Kwilt.
You shall not email Kwilt users unless you obtain their explicit consent or obtain their email address and permission through means other than Kwilt.
If we prohibit your use of the Kwilt Developer Platform or if either party terminates this agreement, you shall delete all Kwilt Content . If you violate these Developer Terms, we may require you to delete all Kwilt Content.
Kwilt user data can be cached only for operating your SDA. If a Kwilt user logs out of your SDA or becomes inactive, you will delete any Kwilt Content related to that user stored on your servers. To be clear, you are not permitted to store Kwilt Content related to a Kwilt user or otherwise request user data if a Kwilt user is not using your SDA.
You must provide all users with a working mechanism to disconnect their Kwilt Account from your application at any time and provide clear instructions on how to do so. Further, when a user disconnects their Kwilt account, you agree to delete and no longer request or process any of that Kwilt user’s data.
You are solely responsible for your access, use, processing, and disclosure of Kwilt user data and, to the extent applicable, you shall act as and be considered a data controller.
Prior to using the Kwilt Developer Platform, you must have in place industry standard security and protections for any Kwilt Content (including user data) in your possession and/or control. You are also responsible for the security measures used by third parties providing services to you.
When distributing the SDA, you shall require end users to agree to an enforceable end user agreement reflecting at least the following minimum terms:
not make any warranties or representations on behalf of Kwilt and expressly disclaim all implied warranties with respect to the Kwilt Platform, Kwilt Service and Kwilt Content, including the implied warranties of merchantability, fitness for a particular purpose and non-infringement;
prohibit modifying or creating derivative works based on the Kwilt Developer Platform, Kwilt Service or Kwilt Content;
prohibit decompiling, reverse-engineering, disassembling, and otherwise reducing the Kwilt Developer Platform, Kwilt Service, and Kwilt Content to source code or other human-perceivable form, to the full extent allowed by law;
state that you are responsible for your products and disclaim any liability on the part of third parties (e.g., Kwilt);
You will make a complete and accurate disclosure to end users of the privacy practices and policies applicable to your SDA or Website, including, without limitation, notice to the end user:
of the information you collect from users;
about how you collect, use, and share that information;
that you allow third parties to place Cookies on users’ browsers in order to collect information about their browsing activities; and
about users’ options for Cookie management.
If your application contains content submitted or provided by third parties, you must comply with the following rules:
In the United States, you must take all steps required to fall within the applicable safe harbors of the Digital Millennium Copyright Act including designating an agent to receive notices of claimed infringement, instituting a repeat infringer termination policy and implementing a “notice and takedown” process.
In other countries, you must comply with local copyright laws and implement an appropriate “notice and takedown” process upon receiving a notice of claimed infringement.
SECTION VI: ACCESS TO KWILT DEVELOPER PLATFORM
As described on our developer site, to access and use certain tools provided by our Kwilt Developer Platform, you must link your Kwilt account to a developer account. You will be issued one or more unique I.D.s, keys, passwords, security codes, or tokens (each a “Security Code”) for accessing the Kwilt Developer Platform and managing your account. You agree to provide Kwilt with accurate, complete and updated registration information.
You may only access your account with the Security Codes provided by Kwilt and the appropriate Security Code must be embedded in your SDA, including in all updates and revisions, in a secure manner not accessible by third parties.
You may not sell, transfer, sublicense or otherwise disclose your account or Security Codes to any other party or use it for any other purpose except in connection with your SDA.
You are entirely responsible for maintaining the confidentiality of your account and Security Codes. You agree to notify Kwilt immediately if you believe that your account or Security Codes have been compromised and cooperate with Kwilt in the investigation of any compromised Security Codes. You are fully responsible for all activities that occur using your account and Security Codes, regardless of whether such activities are undertaken by you or a third party.
Enforcement of Developer Terms. We may enforce these Developer Terms against you, your SDA or Website if we conclude that your SDA or Website violates this Agreement or is negatively impacting the Kwilt Developer Platform, Kwilt Service or Kwilt Content. We may or may not notify you in advance. Enforcement can include revoking your Security Codes, disabling your SDA, restricting your, and your SDA’s, access to the Kwilt Developer Platform (including its functionality), requiring you to delete data, terminating our Agreement with you, or any other action that we deem appropriate.
Limitations on Use of Kwilt Developer Platform. Kwilt may limit the number of service calls that your SDA may make, the volume of Kwilt Content that may be accessed, or anything else about the Kwilt Service as Kwilt deems appropriate, in its sole discretion, without notice. Kwilt may use technical measures to prevent over-usage or stop usage of the Kwilt Developer Platform.
Monitoring Usage. You agree that Kwilt may monitor your use of, and collect usage data related to, the Kwilt Developer Platform to ensure quality, improve the Kwilt Service and verify your compliance with these terms. You agree not to block or interfere with such efforts and to provide us with reasonable access to information related to your compliance with these Developer Terms. Kwilt may use any technical means to overcome any interference. At our sole discretion we may request, and you shall provide, proof that your website, product or service and any content within your website, product or service is properly licensed.
Cooperation. You agree to cooperate with Kwilt in pursuing any violations .
Reporting of Non-Complying SDAs. If you believe that someone is violating these Developer Terms or misusing the Kwilt Developer Platform, please contact us.
Modification of Kwilt Developer Platform. Kwilt reserves the right to modify the Kwilt Developer Platform and to release subsequent versions of the Kwilt Developer Platform at any time without notice to you. You may be required to obtain and use the most recent version of the Kwilt Developer Platform in order for your SDA to function.
SECTION VII: REPRESENTATIONS AND WARRANTIES, LIMITATION OF LIABILITY, INDEMNIFICATION, DISCLAMERS, RELEASE
Representations and Warranties. In addition to any other representations, warranties and covenants made by you, you represent, warrant and covenant to Kwilt that:
You have the legal capacity to enter into these Developer Terms;
Any and all information you provide to Kwilt is and shall be true, accurate, complete and up to date;
You possess all authorizations, approvals, consents, licenses, permits, and other rights and permissions necessary to provide your SDA and perform your obligations hereunder;
You own or have secured all rights necessary to copy, display, distribute, render, and publicly perform all content (other than Kwilt Content) on or within your SDA or Website;
Your use of the Kwilt Developer Platform complies with all applicable laws and regulations, including without limitation, any right of privacy, publicity, copyright, trademark, patent, trade secret or contractual right; and
Your use of the Kwilt Developer Platform shall not infringe any intellectual property or other rights of Kwilt or any third party, including without limitation, any right of copyright, trademark, patent, privacy, publicity, or contractual right.
LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL KWILT, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS, LICENSORS, LICENSEES, ASSIGNS OR SUCCESSORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING BUT NOT LIMITED TO ANY LOSS OF DATA, SERVICE INTERRUPTION, COMPUTER FAILURE, OR PECUNIARY LOSS) ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE KWILT SERVICE, KWILT CONTENT, OR THE KWILT PLATFORM, INCLUDING ANY DAMAGES RESULTING THEREFROM, REGARDLESS OF THE FORM OF THE ACTION OR THE BASIS OF THE CLAIM, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR ONLY RIGHT WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION WITH THE KWILT PLATFORM IS TO STOP USING THE KWILT PLATFORM. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES REFERRED TO ABOVE (INCLUDING INCIDENTAL OR CONSEQUENTIAL DAMAGES). ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. YOU AGREE THAT KWILT’S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO FIVE HUNDRED DOLLARS ($500).
INDEMNIFICATION. YOU SHALL INDEMNIFY AND HOLD KWILT AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SHAREHOLDERS, LICENSORS, LICENSEES, ASSIGNS OR SUCCESSORS HARMLESS FROM ANY CLAIM OR DEMAND (INCLUDING BUT NOT LIMITED TO REASONABLE ATTORNEY FEES AND COSTS OF INVESTIGATION) MADE BY A THIRD PARTY DUE TO OR ARISING OUT OF OR RELATED TO YOUR USE OF THE KWILT PLATFORM, KWILT SERVICE OR KWILT CONTENT OR YOUR VIOLATION OF THE TERMS OF THIS AGREEMENT OR YOUR VIOLATION OF ANY LAWS, REGULATIONS, OR THIRD PARTY RIGHTS.
ANY USE OF THE KWILT PLATFORM IS AT YOUR OWN RISK. THE KWILT PLATFORM IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THERE IS NO WARRANTY, EXPRESSED OR IMPLIED, AS TO THE KWILT PLATFORM, KWILT SERVICE OR KWILT CONTENT, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. NO ADVICE OR INFORMATION, WHETHER ORAL OR IN WRITING, OBTAINED BY YOU FROM KWILT SHALL CREATE ANY WARRANTY ON BEHALF OF KWILT IN THIS REGARD.
KWILT EXPRESSLY DISCLAIMS ANY WARRANTY THAT: (I) THE KWILT PLATFORM, KWILT SERVICE OR KWILT CONTENT WILL MEET ALL OF YOUR REQUIREMENTS; (II) THE OPERATION OF THE KWILT PLATFORM, THE KWILT SERVICE OR THE KWILT CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; OR (III) THE KWILT PLATFORM, KWILT SERVICE OR KWILT CONTENT WILL PROVIDE RESULTS THAT ARE ACCURATE OR RELIABLE OR CONSISTENT WITH YOUR EXPECTATIONS.
Further, Kwilt has no obligation to provide you or any users of your SDA with support, software upgrades, enhancements, or modifications to the Kwilt Developer Platform or Kwilt Service. You are solely responsible for providing user support and any other technical assistance to your users.
Release. Your agree that any claim arising out of or related to the Kwilt Developer Platform, Kwilt Service or Kwilt Content or otherwise arising out of the Developer Terms must be brought within one year after the claim accrues. Otherwise such claim is permanently barred. In addition, if you have a dispute with one or more third parties (for example, Kwilt users or account holders) in connection with the Kwilt Developer Platform, Kwilt Service or Kwilt Content, you release Kwilt and its corporate affiliates and any of their officers, directors, employees, agents, shareholders, licensors, licensees, assigns or successors, for any and all damages, liabilities, causes of action, judgments and claims arising out of or in any way connected with such disputes.
SECTION VIII: OTHER LEAGL TERMS
Changes to the Agreement. We may revise these Developer Terms from time to time and the most current version will always be posted on our website, so please check it regularly. If a revision is material we will notify you (for example via our developer blog or by email). By continuing to access or use the Kwilt Developer Platform after revisions become effective, you agree to be bound by the revised Developer Terms. If you do not agree to the new terms, you must terminate this Agreement, stop using the Kwilt Developer Platform, delete all Kwilt Content and cease all operation, promotion, distribution and support of all your products and services that rely on the Kwilt Developer Platform.
Non-exclusive Agreement and Competition.
These Developer Terms are a non-exclusive agreement. Please understand that Kwilt and/or other third parties (including other developers) may be developing and may develop products and services that may be similar to or competitive with your SDA, website or other products or services provided by you. Nothing in these Developer Terms shall in any way restrict or preclude Kwilt and/or such third parties from creating and fully exploiting such products, services or other business activities without any obligation to you.
If you provide Kwilt with any feedback (including suggestions, comments, improvements, ideas, etc.), you assign all right, title and interest in and to such feedback to Kwilt and acknowledge that we will be entitled to use, implement and exploit any such feedback in any manner without restriction, and without any obligation of confidentiality, attribution, accounting or compensation.
Export. You shall comply with all applicable export and re-export control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations and country-specific economic sanctions programs implemented by the Office of Foreign Assets Control in connection with your use of the Kwilt Developer Platform.
Assignment. You may not assign any of your rights or delegate any of your duties under this Agreement, in whole or in part, to any person or entity. Kwilt may assign, delegate or novate this Agreement or any part thereof to any third party without restrictions.
Third Parties. Each corporate affiliate of Kwilt shall be a third party beneficiary to these Developer Terms, and such corporate affiliates shall be entitled to directly enforce, and rely upon, any provision of these Developer Terms which confers a benefit on them (including the right to enforce your end user license agreement). Other than the preceding sentence and Section V.12, nothing in this Agreement shall create any third party beneficiaries, or confer any rights in any third parties.
Kwilt respects intellectual property rights, and expects you to do the same. The Kwilt Developer Platform, Kwilt Service, Kwilt Content and any Kwilt Marks (our “Intellectual Property”) are the property of Kwilt or Kwilt’s licensors and protected by intellectual property rights. You do not have the right to use the Intellectual Property in any manner not covered by this Agreement.
Nothing in this Agreement shall be construed to convey, and by virtue of this Agreement you shall not acquire, any ownership interest in the Intellectual Property.
You shall not contest, or assist others in contesting, the validity, enforceability, ownership, or title of any Intellectual Property. You agree not to attempt to use or register any trademark or domain name that includes the word “Kwilt,” any other Kwilt trademark, or any name that is confusingly similar to any of them.
Further, you may not remove or alter any copyright, trademark, or other intellectual property notice contained in or provided through Kwilt’s Intellectual Property.
Confidentiality. In your interactions with Kwilt, you may be given access to certain non-public information, software, specifications, or code (“Confidential Information”), which is confidential and proprietary to Kwilt. 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 Kwilt’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.
Publicity. You may not suggest a partnership with, sponsorship by, or endorsement by Kwilt without Kwilt’s prior written approval. You permit Kwilt to make public statements about your use of the Kwilt Developer Platform at any time.
Term, Termination and Survival.
This Agreement begins on either (i) the date you demonstrate your acceptance of the Developer Terms or (ii) when you first use the Kwilt Platform, and shall continue until terminated (the “Term”) as permitted under these Developer Terms.
Compliance with the provisions of these Developer Terms is very important. Any licenses contained in these Developer Terms will terminate automatically and without notice if you fail to comply with them.
We reserve the right to modify, suspend or discontinue the Kwilt Platform and/or the Kwilt Service, or to terminate your ability to use the Kwilt Developer Platform, at any time prior to or after your development of a SDA, website, product or service, without notice, for any reason or for no reason, without any liability to you or your users.
Kwilt may terminate these Developer Terms by notice to you of termination or by terminating your ability to use the Kwilt Developer Platform. You may terminate these Developer Terms by ceasing all use of the Kwilt Developer Platform and notifying Kwilt.
Upon any termination or notice of any discontinuance, you must immediately cease and desist from using the Kwilt Developer Platform and delete all Kwilt Content obtained through use of the Kwilt Developer Platform (including, without limitation, from your servers).
Sections III.2, III.4, V, VI.8, VII, VIII.3, VIII.5, VIII.6, VIII.7, VIII.8, VIII.11, VIII.12, and IX of these Developer Terms (or any section necessary to interpret such clauses) shall survive any termination or expiration of these Developer Terms and will continue to bind you.
Severability. Should for any reason, or to any extent, any provision of these Developer Terms be held invalid or unenforceable, such invalidity or enforceability shall not affect or render invalid or unenforceable the remaining provisions of these Developer Terms and the application of that provision shall be enforced to the extent permitted by law.
Governing Law and Venue. Unless otherwise required by a mandatory law of a member state of the European Union or any other jurisdiction:
This Agreement is subject to the law of the Province of Ontario, Canada, without regard to choice or conflicts of law principles, except to the extent Ontario law is preempted by Canada Federal Law, including the Federal Arbitration Act.
You and Kwilt agree to the exclusive jurisdiction of the provincial and federal courts in Ontario to resolve any dispute, claim, or controversy that arises in connection with this Agreement.
No Waiver. The failure or delay by Kwilt to exercise or enforce any right or provision of these Developer Terms or rights under applicable law shall not constitute a waiver of any such provisions or rights.
SECTION IX: DISPUTES
CLASS ACTION WAIVER. YOU AND KWILT AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. Unless both you and Kwilt agree, no arbitrator or judge may consolidate more than one person’s claims or otherwise preside over any form of a representative or class proceeding.
Arbitration. If you are located in, are based in, have offices in, or do business in a jurisdiction in which this Section IX.2. is enforceable, the following mandatory arbitration provisions apply to you:
Dispute Resolution and Arbitration. You and Kwilt agree that any dispute, claim, or controversy between you and Kwilt arising in connection with or relating in any way to these Developer Terms or to your relationship with Kwilt as a user of the Kwilt Developer Platform (whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and whether the claims arise during or after the termination of these Developer Terms) will be determined by mandatory binding individual arbitration. Arbitration is more informal than a lawsuit in court. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW OF AN ARBITRATION AWARD IS LIMITED. There may be more limited discovery than in court. The arbitrator must follow this agreement and can award the same damages and relief as a court (including attorney fees), except that the arbitrator may not award declaratory or injunctive relief benefiting anyone but the parties to the arbitration. This arbitration provision will survive termination of these Developer Terms.
Exceptions. Notwithstanding clause (a) above, you and Kwilt both agree that nothing herein will be deemed to waive, preclude, or otherwise limit either of our rights, at any time, to (i) bring an individual action in a small claims court; (ii) pursue enforcement actions through applicable Canada federal, state, or local agencies where such actions are available; (iii) seek injunctive relief in a court of law; or (iv) to file suit in a court of law to address intellectual property infringement claims.
Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or in the event that we do not have a physical address on file for you, by electronic mail (“Notice”). Kwilt’s address for Notice is: Kwilt Inc, 283 Dalhousie Street, Suite 300, Ottawa, Ontario, K1N7E5, Canada. The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (“Demand”). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or Kwilt may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Kwilt shall not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. In the event our dispute is finally resolved through arbitration in your favor, Kwilt shall pay you (i) the amount awarded by the arbitrator, if any, (ii) the last written settlement amount offered by Kwilt in settlement of the dispute prior to the arbitrator’s award; or (iii) $1,000.00, whichever is greater. All documents and information disclosed in the course of the arbitration shall be kept strictly confidential by the recipient and shall not be used by the recipient for any purpose other than for purposes of the arbitration or the enforcement of arbitrator’s decision and award and shall not be disclosed except in confidence to persons who have a need to know for such purposes or as required by applicable law. Except as required to enforce the arbitrator’s decision and award, neither you nor Kwilt shall make any public announcement or public comment or originate any publicity concerning the arbitration, including, but not limited to, the fact that the parties are in dispute, the existence of the arbitration, or any decision or award of the arbitrator.
Modifications. In the event that Kwilt makes any future change to this arbitration provision (other than a change to Kwilt’s address for Notice), you may reject any such change by sending us written notice within 30 days of the change to Kwilt’s address for Notice, in which case your license under this Agreement shall be immediately terminated and this arbitration provision, as in effect immediately prior to the amendments you reject, shall survive.
Enforceability. If the class action waiver at Section IX.1. is found to be unenforceable in arbitration or if the entirety of this Section IX.2. is found to be unenforceable, then the entirety of this Section IX.2. shall be null and void and, in such case, the parties agree that the exclusive jurisdiction and venue described in Section VIII.12. shall govern any action arising out of or related to these Developer Terms.