iVend Developer Terms
We’re excited that you’ve chosen to develop on the iVend development platform (the “iVend Platform“). The iVend Platform allows you to build amazing add-ons for teams. When you develop on the iVend Platform, you agree to be bound by the following terms, so please read them carefully.
These iVend Developer Terms (the “Terms“) are a binding agreement between you and CitiXsys Americas Inc. (EIN: 03-0612492), CitiXsys Limited (Ireland) (VAT No.: IE 3321178NH) or any of our subsidiary, affiliate (“we“ “CitiXsys” or “iVend“). 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 CitiXsys 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 iVend Developer Assets. iVend may modify these Terms from time to time, subject to Section 17 (Changes to Terms) below.
By clicking on “I agree” (or a similar button) or by using or accessing any iVend Developer Assets, you agree to be bound by these Terms.
- iVend Developer Assets. iVend makes available certain APIs, software development kits (SDKs), and cloud-based development tools (collectively, “iVend Developer Assets“) for use with its products and services (“iVend Products“). iVend also makes available the iVend Developer Guidelines (“Developer Guidelines“), which include directions and guidelines for use of the iVend Developer Assets and which may be modified by CitiXsys from time to time. Except where noted, references to any iVend Developer Assets include the related Developer Guidelines.
- Registration. You agree to follow the registration or credentialing requirements (if any) established by CitiXsys for access to the iVend Developer Assets. All iVend Developer Assets access keys or developer credentials are CitiXsys’ confidential information and may not be shared with third parties.
- Your Use Rights.** Subject to these Terms, you may use the iVend Developer Assets to enable products and services (“Add-Ons**”) to access or interface with CitiXsys Products, but only as permitted by the relevant Developer Guidelines. All of your use rights in these Terms (including your rights to use iVend 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.
- Conditions on Use. In accessing and using the iVend Developer Assets, you agree to comply with CitiXsys 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 iVend Developer Assets except with the related CitiXsys Products and in accordance with the Developer Guidelines; (b) modify or create any derivative works of the iVend Developer Assets (except to the extent the Add-Ons are deemed derivative works under applicable law); (c) take any action that would subject the iVend Developer Assets to any third party terms, including without limitation any “open source” software license terms; (d) make any calls to the iVend 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 iVend Developer Assets; (e) copy, frame or display any elements of the CitiXsys Products through the Add-Ons or use the iVend Developer Assets with Add-Ons that substantially replicate any features or functionality of CitiXsys Products, except as expressly authorized by CitiXsys in writing; (f) copy, distribute, sell, sublicense, rent or lease the iVend Developer Assets or any access key provided by CitiXsys or use such items for hosting, service provider or like purposes; or (g) access the iVend Developer Assets for competitive analysis or disseminate performance information (including uptime, response time and/or benchmarks) relating to the iVend Developer Assets or CitiXsys Products. From time to time, CitiXsys may place limits on access to the iVend Developer Assets (e.g., limits on numbers of calls or requests). Further, CitiXsys may monitor your usage of the iVend Developer Assets and limit the number of calls or requests you may make if CitiXsys believes that your usage is in breach of this Agreement or may negatively affect the iVend Platform (or otherwise impose liability on CitiXsys).
- Use of CitiXsys and iVend Marks. Subject to these Terms, you may use the appropriate CitiXsys or iVend names, logos and trademarks (“iVend Marks“) to promote your Add-Ons as compatible with the relevant iVend Products. Your use of iVend Marks must comply with the iVend Trademark Guidelines and (without limiting CitiXsys other termination rights) you must promptly cease any use of iVend Marks identified by CitiXsys as problematic. You may not register any domain name containing iVend Marks, the word “iVend” or the name of any CitiXsys Product (or anything confusingly similar) and if you have done so you agree to transfer ownership of the domain name to CitiXsys at no charge. You also agree not to contest the validity of ownership of any iVend Marks. You receive no other rights to iVend Marks under these Terms. All goodwill arising from use of iVend Marks inures to CitiXsys.
- Use of Your Marks; Your Ownership Rights. CitiXsys 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 iVend developer and to promote your Add-Ons and CitiXsys Products. CitiXsys receives no other rights to your trademarks under these Terms. All goodwill arising from use of your trademarks belongs to you.
- Your Responsibilities.
7.2. CitiXsys Customer Agreement. Use of CitiXsys Products requires each end user to have a valid license or subscription with CitiXsys subject to the then-current CitiXsys Customer Agreement, which is currently located at https://legal.ivend.com/customer-agreements/ and which includes the AUP (“iVend Customer Agreement“). You will not facilitate or encourage any end user to violate the CitiXsys Customer Agreement or interfere with any end user’s review or acceptance of the CitiXsys Customer Agreement. For the avoidance of doubt, your use of the iVend Developer Assets is subject to this Agreement, not the CitiXsys Customer Agreement. If you use CitiXsys Products as a customer, that use remains subject to the CitiXsys Customer Agreement.
7.3. No Resale. These Terms do not grant you the right to distribute or resell CitiXsys Products or to create any binding commitment on behalf of iVend. In addition, you may not directly or indirectly charge end users for use of, or access to, the functionality of the CitiXsys Products or iVend 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 CitiXsys is and will be true, accurate, and complete and (d) you will not interfere with iVend’s business practices or the way in which it licenses or distributes the CitiXsys Products or iVend Developer Assets. You may not suggest any affiliation with CitiXsys, including any suggestion that CitiXsys sponsors, endorses or guarantees the Add-Ons, except for the iVend Developer Assets integration relationship expressly contemplated in these Terms. You may not make any representations, warranties or commitments regarding iVend or CitiXsys Products or on behalf of CitiXsys.
7.5. Indemnification. You will indemnify, defend (at CitiXsys’ request) and hold harmless iVend 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. CitiXsys 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 CitiXsys’ prior written consent (not to be unreasonably withheld).
- Ownership. CitiXsys and its third party licensors retain all ownership and other rights in the iVend Developer Assets, CitiXsys Products and iVend Marks, including all intellectual property rights. Providing feedback, comments, or suggestions about the iVend Developer Assets or CitiXsys Products (“Feedback“) to CitiXsys is wholly voluntary. By providing Feedback, Developer grants CitiXsys 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.
- No Support or Maintenance. CitiXsys has no obligation to provide any maintenance or support for the iVend Developer Assets (or to end users of Add-Ons) or to fix any errors or defects. If iVend in its discretion provides any updates, modifications, enhancements, and other new releases to the iVend Developer Assets, such materials will be deemed included in the “iVend Developer Assets” under these Terms unless CitiXsys specifies otherwise.
- Changes to iVend Developer Assets. From time to time, CitiXsys may change the iVend Developer Assets or related CitiXsys Products. Future versions of the iVend Developer Assets may not be compatible with Add-Ons developed using previous versions. CitiXsys typically makes these changes as part of its overall developer program and is unable to provide notice of the changes to developers individually. CitiXsys will have no liability resulting from the actions described in this paragraph.
- Termination. These Terms remain in effect until terminated. Developer may terminate these Terms at any time by ceasing all use of the iVend Developer Assets and any relevant developer credentials. CitiXsys 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 CitiXsys’ discretion in case of willful or significant breaches). CitiXsys may also suspend Developer’s use of iVend Developer Assets or terminate these Terms immediately if CitiXsys is required to do so by Law, if CitiXsys ceases to offer the iVend Developer Assets, CitiXsys Products or its developer program or if CitiXsys 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 iVend Developer Assets (including related access keys and credentials) and iVend 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 iVend developer website or portal or to any data or content that Developer submitted to CitiXsys relating to the iVend Developer Assets. CitiXsys will have no obligation or liability resulting from termination or suspension of these Terms as permitted above.
- Disclaimer of Warranties. TO THE FULL EXENT PERMITTED BY LAW, ALL IVEND DEVELOPER ASSETS, CITIXSYS PRODUCTS AND IVEND MARKS ARE PROVIDED “AS IS” AND “WITH ALL FAULTS” AND CITIXSYS 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. CITIXSYS MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE RELATED TO RELIABILITY, ACCURACY, OR COMPLETENESS OF THE IVEND DEVELOPER ASSETS OR CITIXSYS PRODUCTS, THAT CITIXSYS WILL CONTINUE TO OFFER ANY IVEND DEVELOPER ASSETS OR ITS DEVELOPER PROGRAM OR THAT USE OF ANY IVEND DEVELOPER ASSETS OR CITIXSYS 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.
- Limitations of Liability.** TO THE FULL EXTENT PERMITTED BY LAW, IN NO EVENT WILL CITIXSYS 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, CITIXSYS HAS NO WARRANTY, INDEMNIFICATION OR OTHER OBLIGATION OR LIABILITY WITH RESPECT TO YOUR ADD-ONS OR THEIR COMBINATION, INTERACTION, OR USE WITH ANY IVEND PRODUCTS OR IVEND DEVELOPER ASSETS. Developer acknowledges and agrees that this Section 13 reflects a reasonable allocation of risk and that CitiXsys would not enter into these Terms without these liability limitations. This Section 13 will survive notwithstanding any limited remedy’s failure of essential purpose.
- CitiXsys Confidential Information.
14.1. Definition. All information disclosed by CitiXsys 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 CitiXsys Products and iVend 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 CitiXsys 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 CitiXsys with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at CitiXsys’ cost, if CitiXsys wishes to contest the disclosure.
14.3. Injunctive Relief. In the event of actual or threatened breach of this Section 14, CitiXsys 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.
- Information You Provide Is Not Confidential.
15.1. You understand and agree that CitiXsys develops its own products and services and works with many other vendors and developers, and either CitiXsys or these third parties could in the future develop (or already have developed) products similar to yours.
15.2. You should not provide to CitiXsys any information that you consider confidential and you agree that CitiXsys is not subject to any confidentiality obligations or use restrictions related to information that you may provide to CitiXsys in relation to this Agreement. You expressly agree that neither this Agreement nor your development on the iVend Platform limits CitiXsys 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 CitiXsys.
- Export Restrictions. The iVend 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 iVend 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 iVend 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; (c) 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 iVend 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.
- Changes to Terms. CitiXsys may modify these Terms from time to time, including any referenced policies and other documents. iVend 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 iVend 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 iVend Developer Assets as described in Section 11 (Termination).
- Open Source Software. The iVend 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, CitiXsys will identify Open Source Software included in the iVend 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.
- General. 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. CitiXsys 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. iVend may provide notice to the email or physical address provided by Developer or through iVend’s developer website. Your notices to CitiXsys must be given by post to or corporate addresses, 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 San Francisco County, California. CitiXsys 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. The iVend Developer Assets and CitiXsys 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 iVend Developer Assets and CitiXsys Products were developed fully at private expense. All other use is prohibited.