The following terms (“Individuals/Researchers/Developer Terms”) govern your use of the APIs that are made available by BDSS pvt. Ltd., (“coGuide”) for the purpose of (1) developing and maintaining applications that interoperate with or complement coGuide’s Services, (2) integrating coGuide’s Services with other third-party offerings; and (3) submission, publication, and distribution of Integrations via the Integration Gallery.
For purposes of these Developer Terms, capitalized terms shall have the meanings set forth below. Capitalized terms utilized in these Developer Terms and not defined shall have the meaning set forth in the Service Agreement.
“API” means any application programming interfaces and any accompanying documentation and materials made available by coGuide.
“Confidential Information” means information that either party discloses to the other party that would normally be considered confidential information by a reasonable party under the circumstances.
“End Users” means any users of your Integration, which may include individuals or organizations that are mutual customers of You and coGuide.
“Integration” means any application that you develop that creates, reads, updates, exports, and removes or deletes certain content from the Services.
“Integration Data” means any data or content collected, gathered, or used by your Integration, including any information about End Users.
“Non-coGuide Application” shall have the same meaning as in coGuide’s Master Subscription Agreement.
“Services” shall have the same meaning as in coGuide’s Master Subscription Agreement.
“You” and “Your” means the individual accessing and using the API, or the organization, company or other legal entity for which you are accepting these Developer Terms.
1. Applicable Terms
1.1 Applicable Terms. By accessing and using the API, you are consenting to be bound by these Developer Terms, abide by coGuide’s Content & Use Policy, and coGuide’s Brand Guidelines. Distribution and publication of Your Integration on the Integration Gallery or otherwise within the Services is governed by these Developer Terms. If you are acting on behalf of or at the request of a company or other legal entity, you represent and warrant that you have the authority to bind that organization, company or other legal entity to these Developer Terms.
2. Grant of Licenses and Ownership
2.1 License to You. Subject to your compliance with these Developer Terms, coGuide grants you a limited, nonexclusive, revocable, non-sublicensable and non-transferable right to access and use the API solely for the purposes of developing and implementing Integrations that communicate with and make use of the Service. You acknowledge that coGuide and its licensors own all worldwide right, title and interest in and to the API including all intellectual property rights therein. coGuide reserves all rights in and to the API not expressly granted to you in these Developer Terms. In addition, subject to your compliance with the terms and conditions of these Developer Terms, coGuide grants you a limited, nonexclusive, revocable, non-sublicensable and non-transferable right to copy and use any data and materials from the Service that are accessed via the API via your Integration in order to make the functionality of the Integration available to third parties and for no other purposes. These Developer Terms do not grant Developer any other rights to Integration Data.
2.2 Subject to the limited licenses expressly provided in these Developer Terms, nothing in these Developer Terms transfers or assigns to coGuide any of your intellectual property rights in your Integrations or your trademarks or other technology, and nothing in these Developer Terms transfers or assigns to you any of coGuide’s intellectual property rights in the Services, the API, the trademarks, or coGuide’s other technology or the respective intellectual property rights in any Integration Data of coGuide or its Customers or End Users.
3. API Restrictions
3.1 Except as expressly authorized under these Developer Terms (including for the purposes set forth in Section 2 above), you may not: (a) copy, modify, display, distribute, transfer or sublicense the API for use by a third party; (b) interfere with, bypass or disable any features or functionality that are embedded in or included with the API; (c) access or use the API for the purpose of monitoring the availability, performance, or functionality of the Service or for any other benchmarking or competitive purpose; (d) access or use the API in any unlawful manner, for any unlawful purpose or in any manner inconsistent with these Developer Terms; (e) use any scraping, data harvesting, web crawlers, or other data extraction methods to extract data from the API; (f) use the API to develop an Integration that competes with or substantially replicates coGuide’s Services; or (g) mislead End Users or collect, store, transfer, sell, use, alter, or delete any Integration Data either without the prior written consent of the End User, or in violation of these Developer Terms or applicable law, including any applicable privacy laws. You acknowledge and agree that certain aspects of the API constitute or contain trade secrets of coGuide and its licensors. Accordingly, you will not disassemble, decompile or reverse engineer the API or permit or authorize a third party to do so, except to the extent expressly permitted by law. coGuide may set and enforce limitations on your use of the API, such as limiting the number of calls accepted by Integrations, at its own discretion. You will not attempt to circumvent these limitations. You will comply with all U.S. Export Control Laws. You represent and warrant that you are not located in a country or region embargoed by the U.S. Government or identified on OFAC’s List of Specially Designated Nationals, or any other government prohibited parties list, and you will not permit the use of the API by any person or entity identified on those lists. You will not provide, export, re-export, or transfer any part of the API to any embargoed country or region, or to governments or governmental instrumentalities of any embargoed country or region, absent a license or other necessary governmental authorization.
4. Data and Privacy
4.1 Your Responsibilities. You acknowledge and agree that you are solely responsible for your Integration, including all security, development, and maintenance. You represent and warrant that you have all necessary rights to distribute and make your Integration available, including complying with and maintaining any required third-party agreements, and that your Integration will not infringe, misappropriate, or violate a third party’s patent, copyright, trademark, trade secret, or other proprietary or intellectual property rights, or rights of publicity or privacy. You will comply with all applicable privacy laws and regulations, and you will use commercially reasonable efforts to protect Integration Data from unauthorized access or use. You will ensure that user information accessed through the API is collected, processed, transmitted, and maintained in compliance with applicable privacy laws and regulations and any agreements you may have with End Users.
4.3 Support and Service for End Users. You agree to use commercially reasonable efforts to provide prompt and comprehensive support and service to End Users. With respect to your Integration, you acknowledge and agree that coGuide has no obligations, responsibilities, or liabilities, including for support or technical assistance, with respect to End Users. You shall not represent to End Users that coGuide is available to provide such support.
4.4 Data Subject Requests. You must comply with all data subject requests from End Users with respect to an End User’s right to delete, access, or receive (i) any Integration Data pertaining to that End User; and (ii) any metadata that was collected, transmitted, created, or received from that End User through your Integration (together with that Integration Data, “End User Data”) in accordance with applicable law. In the event you retain End User Data following the deletion or uninstallation of your Integration by an End User, you must continue to maintain the End User Data according to Your Terms with the End User and continue to maintain industry standard security measures for that End User Data. You acknowledge and agree that due to the nature of the Services, End Users may be data subjects, data processors, service providers, businesses, or data controllers as those terms are understood under applicable data protection law. It is Your responsibility to ascertain relevant information and respond to inquiries in accordance with applicable data protection law and with any agreements you may have with the End User.
5. Integration Gallery
5.1 Integration Gallery. coGuide maintains an integration directory where developers are permitted to make their Integrations available to End Users (the “Integration Gallery“).
5.2 Inclusion in Integration Gallery and Services. Whether or not you or your Integration is included in the Integration Gallery is within coGuide’s sole discretion. coGuide may suspend, disable, or remove your Integration from the Integration Gallery or from within coGuide’s Services at any time, for any reason, and without prior notice, liability, or other obligation to you. coGuide will use commercially reasonable efforts to notify you of any such action.
5.3 Licenses to coGuide. If you choose to make your Integration available through the Integration Gallery, You grant to coGuide, during the Term, a limited, worldwide, non-exclusive, and royalty-free license to (a) reproduce, perform, display, and use your Integration for administrative and demonstration purposes in connection with the operation, improvement and marketing of the Integration Gallery; (b) distribute your Integration through the Integration Gallery; (c) perform a Security and Privacy Review on your Integration; and (d) use the trade names, trademarks, service marks, logos, and domain names associated with your Integration (collectively, “Your Names”) as a reference for marketing or promotional purposes on and in connection with the Integration Gallery and in other communications with, or promotions for, existing or potential developers, partners and customers about the Integration Gallery. For example, we might include Your Names in the Integration Gallery and in blog posts about the Integration Gallery.
5.4 Security and Privacy Review. coGuide, or an authorized third party selected by us, may, but is not obligated to, conduct a security or privacy review of any Integration, including its supporting infrastructure, that You wish to make available in the Integration Gallery to ensure compliance with (i) your obligations under Section 4; and (ii) our security and privacy policies. Security and privacy reviews may include, without limitation: information requests to you, reviews of your documentation, interviews, security testing, technical testing and reviews, code reviews and scans (which may reverse engineer binary code), event logging, network testing, and vulnerability threat assessments. In addition, coGuide reserves the right to request that you provide the source code for your Integration, but solely for the purpose of coGuide conducting security and/or privacy tests. You agree to reasonably and promptly cooperate with such requests and reviews of your Integration and/or your Integration’s supporting infrastructure. coGuide (itself or through third parties) may conduct new or additional Integration security or privacy scans beyond those described in this Section 5.4, in which case coGuide will provide you at least fifteen (15) days prior notice and you may choose to opt-out of such scan with notice to coGuide and be removed from the Integration Gallery.
5.5 Support and Service for End Users. Any failure to provide adequate support and service to End Users in accordance with Section 4.3 may result in the removal of your Integration from the Integration Gallery.
5.6 Modifications and Updates. coGuide may modify, amend, change, or deprecate all or part of the Integration Gallery, the API, and/or requirements for the publication and distribution of your Integration at any time, in its sole discretion, and without prior notice.
5.7 Integration Removal and Wind-Down Period. You may request to have your Integration removed from the Integration Gallery upon thirty (30) days prior written notice to coGuide. Following such notice, you agree to comply with a commercially reasonable wind-down period and procedures for your Integration to protect the experience of your End Users. Such procedures may include providing notices to your End Users that your Integration will no longer be available for use.
5.8 Fees. coGuide reserves the right to charge fees for use of or access to all or part of the Integration Gallery or the API. Any such fees must be agreed to in writing by you and coGuide. With respect to fees for your Integration, any payment obligations for use of your Integration are between you and the End User.
5.9 coGuide Brand Guidelines. You acknowledge and agree that notwithstanding any Security Review conducted by coGuide, coGuide does not “certify,” warrant or support your Integration. You further represent and warrant that: (i) you will not make any externally-facing statements that imply a coGuide endorsement, certification, affiliation or partnership; and (ii) you will abide by coGuide’s Brand Guidelines, as updated by coGuide from time-to-time.
6.1 If you provide coGuide with comments, suggestions or feedback regarding the API or the Services you agree that coGuide will be free to use, disclose, reproduce, license or otherwise exploit such comments, suggestions or feedback as it sees fit, without obligation or restriction of any kind.
7. Term and Termination
7.1 Term. These Developer Terms shall begin upon the date on which you first access and use the API or otherwise agree to these Developer Terms and shall continue for so long as you continue to use the API or the Developer Terms are otherwise terminated in accordance with the terms herein.
7.2 Termination. You may terminate these Developer Terms at any time by ceasing your use of the API and the Integration Gallery. coGuide may change, suspend or discontinue the availability of the API, or the functioning of the API with the Service, at any time and without advance notice. Furthermore, coGuide may immediately terminate these Developer Terms at any time in its sole discretion and without notice to You. coGuide will not be liable for any costs, expenses or damages you incur as a result of its termination of these Developer Terms. Upon any termination of these Developer Terms you will promptly cease all access to and use of the API. You understand and agree that upon termination of these Developer Terms, or suspension or discontinuance of the availability of the API, the functionality of your Integrations which integrate with the API may no longer work.
7.3 Wind–Down Period. Upon termination or notice of termination by either party, You agree to comply with the wind-down procedures set forth in Section 5.7.
8. Updates and Revisions to the API
coGuide reserves the right to modify the API, release subsequent versions of the API, restrict access to all or part of the API, or discontinue the API in its sole discretion. You are responsible, at your expense, for making any changes to your Integration that are required as a result of coGuide’s updates and revisions to the API. coGuide will attempt to provide fourteen (14) days’ advance notice of any updates or revisions to the API that are not backward compatible or significantly change its functionality by posting such notice on the API’s website here, unless circumstances require coGuide to make an immediate change, in which case coGuide will attempt to provide you with as much advance notice as possible. coGuide has no obligation to provide you or your users with support, software upgrades, enhancements or modifications to the API. You understand and agree that you are solely responsible for providing user support and any other technical assistance for your Integration. coGuide may redirect users and potential users for purposes of answering general Integration inquiries and support questions.
9. No Warranty
THE API IS PROVIDED “AS IS” AT YOUR OWN RISK, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. coGuide DISCLAIMS ANY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. coGuide DOES NOT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE API.
10. Limitation of Liability
IN NO EVENT WILL coGuide BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS OR SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE DEVELOPER TERMS OR THE USE OR PERFORMANCE OF THE API, WHETHER SUCH LIABILITY ARISES FROM A CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT coGuide HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. coGuide’s TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY WILL BE LIMITED TO AND WILL NOT EXCEED FIVE HUNDRED DOLLARS ($10). THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE DEVELOPER TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
You will defend, indemnify, and hold coGuide harmless from and against any liabilities, losses, damages, judgments, fines, penalties, costs and expenses (including reasonable attorneys’ fees and court costs), as incurred, arising out of or in any way connected to: (i) your access to and use of the API or the Integration Gallery; (ii) breach or violation of these Developer Terms, or applicable laws, regulations, rules and orders of any governmental or regulatory body; and (iii) breach of any agreement you have with a third party or End User.
coGuide and Developer may disclose Confidential Information to each other. The receiving party may use the disclosing party’s Confidential Information only to exercise its rights and perform its obligations under these Developer Terms. The receiving party must use a reasonable degree of care to protect Confidential Information. The receiving party will not disclose Confidential Information to any third party except to its employees, agents, or third party contractors who need to know it and if they are bound by terms at least as restrictive as those in these Developer Terms. Confidentiality obligations do not apply to the extent the information: (a) was known to the receiving party without restriction before receipt from the disclosing party; (b) is publicly available through no fault of the receiving party; (c) is rightfully received by the receiving party from a third party without a duty of confidentiality; or (d) is independently developed by the receiving party without access to Confidential Information. A party may disclose Confidential Information to the extent it is compelled to do so by law if it provides reasonable prior notice to the other party, unless a court orders that the other party not be given notice. Upon written request, the receiving party will promptly return all Confidential Information and copies to the receiving party, or certify in writing that it has destroyed all such materials. Breach of this Section 12 could cause the disclosing party irreparable harm, and the disclosing party may seek immediate equitable relief, in addition to other rights and remedies it may have.
CoGuide may modify any of these Developer Terms, at any time and in its sole discretion, by posting notice on the coGuide developer website or by otherwise notifying you. If any modification is unacceptable to you, your only recourse is to terminate these Developer Terms. Your continued access and use of the API following such notice will constitute your acceptance of the modification.
You may not assign or transfer these Developer Terms, by operation of law or otherwise, without coGuide’s prior written consent. Any attempt by you to assign or transfer these Developer Terms, without such consent, will be null. coGuide may freely assign or transfer these Developer Terms without restriction. Subject to the foregoing, these Developer Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
15. Governing Law
These Developer Terms shall be governed and construed in accordance with the laws of California, United States, without regard to its conflict of law provisions or by the JAMS Rules in the case or arbitrations as outlined below.
16. Arbitration and Class Action Waiver
Any dispute, controversy, or claim (collectively, “Claim”) relating in any way to your use of coGuide’s services and/or products, including the API or Service, will be resolved by arbitration. You and coGuide agree that any Claim will be settled by final and binding arbitration, using the English language, administered by JAMS under its Comprehensive Arbitration Rules and Procedures (the “JAMS Rules”) then in effect (those rules are deemed to be incorporated by reference into this section, and as of the date of these Developer Terms). Arbitration will be handled by a sole arbitrator in accordance with the JAMS Rules. Judgment on the arbitration award may be entered in any court that has jurisdiction.
Any arbitration under these Developer Terms will take place on an individual basis – class arbitrations and class actions are not permitted. You understand that by agreeing to these Developer Terms, you and coGuide are each waiving the right to trial by jury or to participate in a class action or class arbitration. Notwithstanding the foregoing, you and coGuide will have the right to bring an action in a court of proper jurisdiction for injunctive or other equitable or conservatory relief, pending a final decision by the arbitrator. You may instead assert your claim in “small claims” court, but only if your claim qualifies, your claim remains in such court and your claim remains on an individual, non-representative and non-class basis.
Payment for any and all reasonable JAMS filing, administrative and arbitrator fees will be in accordance with the JAMS Rules.
You have the right to opt-out and not be bound by the arbitration provisions set forth in these Developer Terms by sending written notice of your decision to opt-out to email@example.com or to the U.S. mailing address listed in the Contact Us section of coGuide’s Terms and Conditions. The notice must be sent to coGuide within thirty (30) days of your registering to use the Service or agreeing to the coGuide Terms and Conditions or these Developer Terms, otherwise you shall be bound to arbitrate disputes in accordance with these Developer Terms. If you opt-out of these arbitration provisions, coGuide also will not be bound by them.
These Developer Terms constitute the entire and exclusive understanding and agreement between coGuide and you regarding the API, and these Developer Terms supersede and replace any and all prior oral or written understandings or agreements between coGuide and you regarding the API. If for any reason a court of competent jurisdiction finds any provision of these Developer Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Developer Terms will remain in full force and effect. Any notices or other communications provided by coGuide under these Developer Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Service. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted. coGuide’s failure to enforce any right or provision of these Developer Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of coGuide. Except as expressly set forth in these Developer Terms, the exercise by either party of any of its remedies under these Developer Terms will be without prejudice to its other remedies under these Developer Terms or otherwise.