This Developer Agreement (the “Agreement”) is made between True North Government Services, LLC. (“TNGS”) and the undersigned and, if acting on behalf of a company, the undersigned’s company (collectively, “Developer”), and governs Developer’s use of the TNGS application programming interface (“TNGS API”), access tokens, app keys, HTML scripts, sample source code, documentation, and other materials and technology that TNGS makes available to Developer in connection with the TNGS API (collectively, “TNGS Properties”) as a participant in TNGS’s developer program for third-party applications (the “Program”). Capitalized terms not defined in this Agreement shall have the meanings set forth in the TNGS User Agreement or, if applicable, Developer’s negotiated agreement (the “Subscription Agreement”) for TNGS’s internet-delivered work collaboration platform (the “Subscription Service”).
1. Program Registration and Acceptance of Program Terms. Participation in the Program requires registration and is subject to TNGS’s approval. Developer agrees to provide accurate, up-to-date information as required by TNGS during the registration process and during the Term of this Agreement. By registering for and participating in the Program, Developer agrees to this Agreement, as well as the Subscription Agreement, Acceptable Use Policy (“AUP”), Branding Guidelines, and any other applicable policies incorporated into this Agreement. Developer represents and warrants that Developer (i) has read the Agreement, understands it, and agrees to be bound by it; and (ii) has the necessary authority to enter into this Agreement, and if applicable, on behalf of the Developer’s company.
2. Account Credentials. Participation in the Program requires an account with TNGS for the Subscription Service. The Subscription Agreement governs Developer’s use of the TNGS Properties under the Program except that, notwithstanding any provision to the contrary in the Subscription Agreement, Developer may distribute or make available the Developed Application (as defined in Section 3) to third parties during the Term of this Agreement, provided that such Developed Application complies with this Agreement. Developer is responsible for all activity that occurs under Developer’s account for the Subscription Service and login credentials for the Program. If Developer becomes aware of any unauthorized access to the TNGS Properties and/or Subscription Service, Developer agrees to promptly notify TNGS.
3. Developed Applications. A “Developer Application” is a website or software application created or developed by Developer that accesses or calls the TNGS API or otherwise uses the TNGS Properties. The Developed Application shall be made available to TNGS and TNGS’s Customers and Customer Users (collectively, “End Users”) on the terms and conditions established by and in the sole discretion of TNGS. TNGS may revoke Developer’s access to the TNGS Properties at any time if TNGS reasonably believes, in its sole discretion, that the Developed Application violates this Agreement or is harmful to TNGS, End Users, or the Program. Subject to all the terms and conditions of this Agreement, TNGS hereby grants Developer a revocable, limited, non-exclusive, non-sublicensable license, during the term of this Agreement, to: (a) incorporate the TNGS API within an approved Developed Application in order to access functionality of the Subscription Service, and (b) make the Developed Application available to End Users.
4. Prohibited Actions. Developer’s participation in the Program may not, and may not attempt to, do any of the following:
5. Requirements for Developed Application. Developed Applications must comply with the requirements set forth in Section 4 and this Section 5. If Developer has any doubts whether its Developed Application complies, Developer may contact TNGS via email at email@example.com with questions at any time.
5.1 End User Notification. Developer must provide clear and accurate information to End Users regarding the use of the Developed Application. The notice should include the following:
5.2 Passwords and Logins. Developer will not request, obtain, or store any End User’s login credentials for the Subscription Service in connection with the use of the Developed Application. Developer will not use proxies or similar functionality to automate logins to the Subscription Service in connection with the use of the Developed Application.
6. Modifications to TNGS Properties. The TNGS API and TNGS Properties are continually updated and modified. TNGS will use reasonable efforts to notify Developer via email of major changes, but Developer is solely responsible for the ongoing compatibility of the Developed Application with the TNGS API and TNGS Properties.
7. API Use Limits. TNGS may, from time to time, impose a limit on the usage of the TNGS API. TNGS reserves the right to temporarily, and/or permanently, disable Developer’s account for excessive usage, as determined by TNGS in its sole discretion.
8. Fees. The TNGS Properties are provided to Developer at no charge as part of the Program. TNGS reserves the right to charge a fee for use of the TNGS Properties under written terms and conditions separately acknowledged and agreed to by the Developer.
9. Term and Termination.
9.1 Term. This Agreement is effective as of the date Developer accepts it and TNGS, in its sole discretion, approves Developer’s registration (the “Effective Date”) and will remain in effect unless and until either party terminates the Agreement in accordance with the terms and conditions herein (the “Term”).
9.2 Termination. Either party may terminate this Agreement at any time, for any reason, by written notice to the other party via email in accordance with Section 17 below. Developer acknowledges that TNGS will have no liability to Developer in connection with the termination of this Agreement or the revocation of Developer’s access to TNGS Properties in accordance with Section 3.
9.3 Survival. The following sections, and any section required to give effect to such sections, will survive termination or expiration of this Agreement: 1, 9.3, 10-17, and 19. Notwithstanding any provision of a surviving section, Developer will have no further right to use the TNGS Properties or distribute the Developer Application upon termination of this Agreement.
10. Warranty and Liability Disclaimer.
THE TNGS PROPERTIES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TNGS MAKES NO REPRESENTATION OR WARRANTY WHATSOEVER WITH RESPECT TO THE TNGS PROPERTIES OR ANY DATA OR CONTENT MADE AVAILABLE THROUGH THE TNGS PROPERTIES, WHETHER EXPRESS OR IMPLIED, AND TNGS SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, OR RESULTS TO BE OBTAINED. TNGS DOES NOT WARRANT THAT THE TNGS PROPERTIES WILL BE ERROR-FREE, OPERATE WITHOUT INTERRUPTIONS OR DOWNTIME, OR BE SECURE OR PRIVATE.
TNGS MAY UPDATE OR MODIFY THE TNGS PROPERTIES, TERMINATE THIS AGREEMENT AND DISCONTINUE DEVELOPER’S ACCESS TO THE TNGS PROPERTIES, AT ANY TIME, AND THE DEVELOPED APPLICATION MAY CEASE TO INTERACT PROPERLY (OR AT ALL) WITH THE SUBSCRIPTION SERVICE AS A RESULT OF SUCH MODIFICATION OR TERMINATION. TNGS HAS NO LIABILITY TO DEVELOPER OR TO END USERS OF THE DEVELOPED APPLICATION IN CONNECTION WITH ANY SUCH MODIFICATION OR TERMINATION.
11. Privacy. TNGS processes personal information in accordance with the TNGS Privacy Notice, a current version of which can be found at https://truenorthgs/privacy-policy/. By participating in the Program, TNGS may make available certain information, including, but not limited to, the name and email address associated with the Developer Application for End Users to connect with or contact the Developer with questions regarding access to or use of the Developer Application. Additionally, TNGS may use information about Developer’s use of the TNGS developer platform and participation in the Program to produce reports of aggregated, de-identified data (“Aggregated Reports”). Aggregated Reports will include data not identifiable or attributable to Developer and will only be used for TNGS’s internal business purposes.
12. Intellectual Property.
12.1 TNGS Intellectual Property.
a. Ownership. As between the parties, TNGS retains all right, title and interest in and to the TNGS Properties and the Subscription Service, including the technology and software used to provide them and any content or data made available to Developer through them. Except for the limited rights to access and use the TNGS Properties as set forth under this Agreement, this Agreement grants no further rights or license in any of TNGS’s intellectual property.
b. TNGS Marks. Developer acknowledges that the TNGS Properties may include TNGS trademarks, logos, symbols, names and slogans used to distinguish its products and services (“TNGS Marks”). To the extent Developer’s use of the TNGS Properties causes TNGS Marks to appear within or in connection with Developed Application, TNGS grants to Developer, until the expiration or termination of this Agreement, a limited, revocable, non-sublicensable, non-transferable, and non-exclusive license to display TNGS Marks solely to identify the relationship of the parties expressed in this Agreement and as they appear when Developer uses the TNGS Properties in connection with the Developed Application, and any goodwill derived from such use of TNGS Marks shall inure solely to the TNGS’s benefit. This license is subject to Developer’s compliance with the TNGS Branding Guidelines, and the following conditions:
i. Developer agrees to: (a) cooperate with TNGS to facilitate the monitoring and control of TNGS Marks; (b) upon request, use commercially reasonable efforts to provide TNGS with specimens of its use; (c) comply with instructions of TNGS in relation to such use, including, if so requested by TNGS, submitting any proposed use for review and approval prior to public use or dissemination; and
ii. Developer will not at any time (a) contest or aid in contesting the validity or ownership of TNGS Marks, or take any action in derogation of TNGS’s rights therein, or adopt or register TNGS Marks or trade dress in any jurisdiction; or (b) remove or obscure any TNGS Marks or other intellectual property notices in connection with using TNGS Properties, or stateor imply that TNGS endorses Developer’s company, product or Developed Applications.
12.2 Developer Intellectual Property. As between the parties, Developer retains all right, title and interest in and to the Developer Application (except to the extent any TNGS Properties are incorporated therein). Developer agrees that TNGS may acknowledge or promote the Developed Application to TNGS End Users. Developer hereby grants TNGS a non-exclusive, non-transferable, limited license to use Developer’s name and trademarks to promote Developed Applications. TNGS acknowledges that, except for this limited license, Developer retains all right, title and interest in and to Developer’s name and trademarks.
12.3 Feedback. If Developer provides or communicates any suggestions for improvements to the Subscription Service or the TNGS Properties (collectively, “Feedback”), TNGS is entitled to use the Feedback without restriction or any obligation of compensation.
13. Confidentiality. Developer agrees not to disclose, duplicate, publish, release, transfer or otherwise make available TNGS Confidential Information in any form to, or for the use or benefit of, any person or entity without TNGS’s prior written consent. “Confidential Information” means all non-public, proprietary business, technical, legal, or financial information disclosed to or learned by Developer in connection with the business relationship between the parties which TNGS has identified as confidential at the time of disclosure or that, based on the nature of the information or circumstances surrounding disclosure, you should treat as confidential. For avoidance of doubt, the TNGS Properties, as well as any content, in-development features and other information disclosed to you on or in the TNGS API test environment site, are TNGS’s Confidential Information. Confidential Information does not include: (a) information that was generally known to the public at the time disclosed to you; (b) information that becomes generally known to the public (other than through a breach of this Section 13)after disclosure to you; (c) information that was in your possession free of any obligation of confidentiality prior to disclosure by TNGS; (d) information that is rightfully received by you from a third party without any restriction on disclosure; or (e) information that was independently developed by you without reference to or use of TNGS’s Confidential Information. All Confidential Information is provided “AS IS.” TNGS MAKES NO WARRANTIES, EXPRESSED OR IMPLIED, CONCERNING THE ACCURACY OR COMPLETENESS OF ITS CONFIDENTIAL INFORMATION.
14. No Competitive Use. Developer specifically agrees not to use or access the TNGS Properties or create Developed Applications (a) if Developer is a direct competitor of TNGS, or (b) to monitor the availability or performance of the Subscription Service or TNGS Properties, or for any other benchmarking or competitive purpose.
15. Limited Liability; Exclusion of Certain Damages. TNGS WILL NOT BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, SPECIAL, INDIRECT, OR PUNITIVE DAMAGES IN CONNECTION WITH ANY CLAIM OF ANY NATURE ARISING UNDER THIS AGREEMENT, EVEN IF TNGS HAS BEEN GIVEN ADVANCE NOTICE OF SUCH POSSIBLE DAMAGES. TNGS’S ENTIRE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED ONE HUNDRED DOLLARS ($100).
16. Indemnification. Developer agrees to indemnify and hold harmless TNGS and its corporate affiliates, directors, officers, employees, successors, assigns and agents from and against any claim, action, proceeding or cause of action by a third party, and all resulting loss, damages, settlement, penalty, cost, expense or liability (including but not limited to reasonable attorney fees and expenses), arising out of or related to: (a) Developer’s breach of this Agreement; (b) Developed Applications; (c) any claims from End Users of Developed Applications; and (d) Developer’s violation of any law or regulation or the rights of any third party.
17. Notices. All notices permitted or required under this Agreement may be given via email. Notices from Developer to TNGS will be sent to firstname.lastname@example.org. Notices from TNGS to Developer will be sent to the contact name and address or email address that you provide in the personal settings for Developer’s Subscription Service account.
18. Modifications to Agreement. TNGS reserves the right to modify this Agreement by posting a revised version on the TNGS website.
Except in the event of extenuating circumstances, revisions will be effective fifteen (15) days after posting. Continued use of the TNGS Properties after the effective date of
a revision will constitute Developer’s acceptance of the modified Agreement. If Developer does not agree to a revision, Developer may terminate this Agreement by providing written
notice to TNGS.
19. General. Neither party will be liable for delay or default under this Agreement if caused by conditions beyond reasonable control. This Agreement is governed by the internal laws of the State of Washington, without regard to its conflicts of law rules, and each party hereby consents to exclusive jurisdiction and venue in the state and federal courts located in Seattle, Washington for any dispute arising out of this Agreement. Neither party may assign this Agreement to a third party without the written consent of the other party in advance, TNGS may assign this Agreement without such consent to a third party acquiring all or substantially all of TNGS assets or equity securities, or to any of our corporate affiliates. This Agreement will bind and benefit the parties, their successors, and their permitted assigns. Developer and TNGS are independent contractors to each other with respect to the activities under this Agreement. This Agreement represents the entire agreement between Developer and TNGS with respect to Developer’s use of the TNGS Properties as identified herein, and this Agreement supersedes any contemporaneous or prior agreements regarding the TNGS Properties as identified herein. If any provision of this Agreement is held to be unenforceable, then that provision is to be construed either by modifying it to the minimum extent necessary to make it enforceable (if permitted by law) or disregarding it (if not permitted by law), and the rest of this Agreement is to remain in effect as written. Notwithstanding the foregoing, if modifying or disregarding the unenforceable provision would result in failure of an essential purpose of this Agreement, the entire Agreement will be deemed null and void.
Last Updated: February 15, 2021