ManageBGL API Terms and Conditions

Last Updated: 5/Sep/2012

Thank you for developing on the ManageBGL platform! By using the Developer Platform, or otherwise building or distributing a ManageBGL API App, ("Developing on ManageBGL") you agree to be bound by these ManageBGL API Terms and Conditions (the "Developer Terms"), which govern your access to and use of the ManageBGL API service, any ManageBGL developer web pages and documentation, and API SDKs, app keys, and access tokens (collectively, the "Developer Platform"). Please carefully read these API Terms before investing your time to use the Developer Platform. Please also carefully read the ManageBGL Terms of Service and our Privacy Policy, which are incorporated into these Developer Terms. You may Develop on ManageBGL only if you have the legal power to form a contract with us.

If you are Developing on ManageBGL on behalf of an organization, you are agreeing to these Developer Terms for that organization and promising that you have the authority to bind that organization to these Developer Terms. In that case, "you" and "your" will refer to that organization.

1. Your Apps.

1.1 Your Apps, Generally. A "ManageBGL API App" is any application that accesses ManageBGL through the ManageBGL API. ManageBGL API Apps must comply with the ManageBGL policies and requirements set forth on the ManageBGL Developer websites or other documentation provided by ManageBGL, which may be modified from time to time. You must apply for access to develop a ManageBGL API App and to gain certain access levels for that ManageBGL API App. We may deny those requests, or revoke access if we believe you are in violation of these Developer Terms in letter or spirit (or if we think your ManageBGL API App is otherwise bad for the Developer Platform).

1.2 Prohibited Actions.

You and your ManageBGL API App must not, and must not attempt to:

(a) violate, or encourage or facilitate the violation of, any aspect of our Acceptable Use Policy ;

(b) use, display, mirror or frame (including in meta-tags or hidden text) ManageBGL websites, or any individual element of ManageBGL websites, ManageBGL's name, trademarks, logos or other proprietary information, or the layout and design of any page or form contained on a page, without ManageBGL's express written consent; or

(c) mislead, confuse, or surprise users. Your ManageBGL API App should be transparent with users about what it does. For example, it shouldn't (i) modify a user's account settings, data, or device, (ii) store or share a user's content, or (iii) attempt to gain any rights to users' content, without open and express consent from the user.

1.3 Platform Usage

(a) We may sometimes review the Developer Platform (including how our services are being accessed and used), but you acknowledge that we have no obligation to do so. We are not responsible for files, user posts on our forums or elsewhere, or any other information accessible through the Developer Platform.

(b) We may limit the number of calls accepted by the API if we believe that the number of calls to the ManageBGL API may negatively impact the ManageBGL API or ManageBGL service.

(c) Our Developer Platform is a work in progress. You should keep that in mind. It will continue to change over time as we refine and add more features with the needs of our users and developers in mind.

1.4 End User Data.

If you collect any personally identifiable information via your ManageBGL API App, you must ensure that it is collected, processed, transmitted, maintained and used in compliance with all applicable laws and a privacy policy that you post and make available to users from the ManageBGL API App. You must comply with the terms and conditions of your privacy policy and employ reasonable measures to protect that personally identifiable information.

1.5 Our Products and Your Feedback.

These Developer Terms do not grant you any rights in any of our services or software or the content accessed through them. While we appreciate it when users send us feedback, please be aware that we may, at our discretion and for any purpose, use, modify, incorporate into our products, license and sublicense, any feedback, comments, or suggestions you send us or post in our forums without any obligation to you.

2. Other Platforms and Users.

You are fully responsible for any dealings with (a) the platforms and operating systems on which your ManageBGL API Apps are distributed and used, and (b) the users of your ManageBGL API App. We have no obligation to provide support to users for your ManageBGL API Apps. Unless you have written permission to do so from ManageBGL, you must not state or imply any endorsement by ManageBGL of your ManageBGL API App, or other products or services, and must not make any representations about your ManageBGL API App, or ManageBGL's products or services that are in any way false or misleading.

3. Trademarks.

3.1 ManageBGL License.

ManageBGL hereby grants you a non-exclusive, non-transferable, non-sublicenseable, fully revocable license, to use the ManageBGL Marks found in the ManageBGL Branding Guide for Developers solely to promote your ManageBGL API App in accordance with these Developer Terms and, applicable law, and the ManageBGL Branding Guide for Developers. You agree and acknowledge that except for the limited license above, these Developer Terms do not grant you any rights to the ManageBGL Marks and that all goodwill generated through use of such marks benefits ManageBGL. If you use any ManageBGL Marks, you will at no time contest or aid in contesting the validity or ownership of those ManageBGL Marks or ManageBGL's rights in them, including, but not limited to, applying to register any trademark, trade name or other designation that is confusingly similar to those ManageBGL Marks. "Marks" means all trademarks, service marks, logos or trade names used to identify a party and its products and services.

3.2 Developer License.

You grant to ManageBGL a non-exclusive, non-transferable license (while you continue to support a ManageBGL API App), to use your Marks and descriptive materials you publish about your ManageBGL API App solely in connection with the promotion of ManageBGL services accessible through your ManageBGL API App, and to acknowledge or promote your ManageBGL API App. Any use must be in accordance with applicable law and not inconsistent with your trademark usage guidelines (except to the extent they require further permission for the uses described above). ManageBGL agrees and acknowledges that except for the limited license above, these Developer Terms do not grant ManageBGL any rights to your Marks and that all goodwill generated through use of such marks benefits you.

(These Developer Terms do not grant us any ownership of your ManageBGL API App, intellectual property, or Marks.)^3

4. Term and Termination.

ManageBGL may terminate these Developer Terms at any time or suspend your access to ManageBGL services: (a) if you breach any provision of these Developer Terms; (b) if ManageBGL is required to do so by law; (c) if ManageBGL ceases to offer any services covered by these Developer Terms; or (d) for any other reason with 30 days prior written notice to you (or sooner if you or the ManageBGL API App are flagrantly violating the Developer Terms or are a threat to users or the platform). You may terminate these Developer Terms at your convenience by delivering at least 30 days' prior written notice to ManageBGL and stopping all use, operation, support, promotion, and distribution of all of your ManageBGL API Apps. UPON ANY TERMINATION OR SUSPENSION OF ACCESS, YOU MAY LOSE ACCESS TO ANY CONTENT, MATERIALS OR INFORMATION THAT YOU PROVIDED TO ManageBGL RELATED TO YOUR APP. Sections 1.2, 1.5, 6, 7, 8, and 10 will survive any termination of these Developer Terms.

5. Representations and Warranties.

You represent and warrant that: (a) all information you have provided and will provide to ManageBGL is true, accurate, and complete; (b) you have not previously had a ManageBGL account which has been terminated by ManageBGL (or have made us aware of that in connection with your current application); (c) you have the full right, power and authority to make, distribute, operate, support, and promote your ManageBGL API App and to enter into these Developer Terms; and (d) your ManageBGL API Apps and their contemplated uses will not violate the intellectual property rights or other rights of others or violate any laws.

6. Disclaimer.

THE ManageBGL SERVICES, DEVELOPER PLATFORM AND ALL ManageBGL SOFTWARE ARE PROVIDED "AS IS", AT YOUR OWN RISK, WITHOUT EXPRESS OR IMPLIED WARRANTY OR CONDITION OF ANY KIND. WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT.

7. Indemnity.

You will indemnify, defend and hold ManageBGL, our affiliates, agents, and licensors harmless from any third party claim (including reasonable attorneys' fees) relating to: (a) any allegation that your ManageBGL API Apps or the use of them infringes the intellectual property rights of any third party; (b) your breach of these Developer Terms or any act or omission by you in connection with your use of the Developer Platform; (c) your ManageBGL API App; (c) your collection or use of users' information and data. We will be entitled, at our expense, to participate in the defence and settlement of the claim or action with counsel of our own choosing. You may not settle any claims that limit our rights without our prior written consent (which will not be unreasonably withheld).

8. Limitation of Liability.

IN NO EVENT WILL ManageBGL, ITS AFFILIATES, AGENTS OR LICENSORS BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT ManageBGL HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (B) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO OUR SERVICES MORE THAN THE GREATER OF $100 OR ANY AMOUNTS PAID BY YOU TO ManageBGL FOR THE PAST THREE MONTHS OF THE SERVICES IN QUESTION. Some states do not allow the types of limitations in this paragraph, so they may not apply to you.

9. Modification.

We may revise these Developer Terms from time to time and the most current version will always be posted on our website. If we think a revision is material we will notify you (for example via email to the email address associated with your account). Other changes may be posted to our blog or terms page, so please check those pages regularly. By continuing to access or use the 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, please stop using the Developer Platform and cease all use, operation, support, promotion, and distribution of all of your ManageBGL API Apps.

10. General.

THESE TERMS AND THE USE OF THE DEVELOPER PLATFORM, ManageBGL'S SERVICES AND SOFTWARE WILL BE GOVERNED BY VICTORIAN LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES. ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES OR SOFTWARE MUST BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF VICTORIA, AUSTRALIA, AND BOTH PARTIES CONSENT TO VENUE AND PERSONAL JURISDICTION THERE. These Developer Terms constitute the entire and exclusive agreement between you and ManageBGL with respect to the Developer Platform, and supersede and replace any other agreements, terms and conditions applicable to the Developer Platform. These Developer Terms create no third party beneficiary rights. ManageBGL's failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable the remaining provisions of the Developer Terms will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights in these Developer Terms, and any such attempt is void, but ManageBGL may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Services. ManageBGL and you are not legal partners or agents; instead, our relationship is that of independent contractors.

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