11. Our User Data
16. Your Brands
11. Our User Data
16. Your Brands
This DEVELOPER POLICY (the “Developer Policy“) governs your use of our Developer Platform. This Developer Policy is a legal agreement between you (as a Developer) and the Company. By accepting electronically, installing, accessing or using our Developer Platform and/or by clicking any button marked “I Accept,” “I Agree,” “You Accept,” “You Agree” or similar when using our Developer Platform: (a) you agree to be bound by this Developer Policy and all of our other Terms of Service and (b) you further agree that each of your Authorized Users will also be bound by this Developer Policy and all of our other Terms of Service. IF YOU DO NOT AGREE TO THIS DEVELOPER POLICY, THEN YOU ARE PROHIBITED FROM USING OUR DEVELOPER PLATFORM.
This Developer Policy forms part of our Terms of Service. See our End-User Agreement for additional terms governing your use of our Services generally. Capitalized terms used herein but not defined shall have the meanings assigned to them in our End-User Agreement.
Applicability of Terms of Service. Your use of our Developer Platform makes you one of our End-Users. As such, you acknowledge and agree that our entire Terms of Service apply to you and your use of our Developer Platform. Furthermore, you acknowledge and agree that you will ensure that your End-Users’ use of our Services through our Developer Platform complies at all times with our Terms of Service.
Use of our Developer Platform. Your use of our Developer Platform may allow you to access our Services, either directly or indirectly. To the extent applicable, your access to either our Services or our Developer Platform shall be governed by our End-User Agreement, unless otherwise expressly stated in our Developer Terms; provided, however, that in any conflict between our Developer Terms and our End- User Agreement, our Developer Terms shall control for any use of our Developer Platform.
Registration. To access or use our Developer Platform, you must follow the registration process established by the Company. If we assign you Developer credentials or client IDs (together, “Developer Credentials”), you may only use them with the applicable portion of our Developer Platform. You may not misrepresent or mask either your identity or your Developer Client’s identity when accessing our Developer Platform. During the time you are registered with us as a Developer, you are entitled to use our Brand Assets in accordance with our Branding Policy.
Access to End-User Data. You may only use our Developer Platform to access our End-Users’ User Data only to the extent that our Developer Platform is designed to permit such access, in connection with your licensed and authorized use of our Developer Platform.
Identification of Your Developer Client. You and your Developer Client must clearly identify their purposes to any End-Users, and you may not mislead or deceive any End-Users with respect to the functionality that your Developer Client performs on behalf of such End-Users. Furthermore, you may not mislead any End-Users as to what type of User Data that your Developer Client may access, store, read or write or otherwise manipulate.
Usage Requirements. Subject to our Terms of Service, you may use our Developer Platform solely to enable your Developer Client to access our interface with our Services. Your use must be as permitted in our documentation and is subject to call, usage and other limits (“Usage Requirements”) as described here: https://help.accountingsuite.com/portal/en/kb/articles/api-limits and which are incorporated herein by this reference. Our Usage Requirements may be modified from time to time in our sole discretion, with or without notice to you, or as otherwise provided by us.
Connecting Other Users. If you are connecting to our Services on behalf of your or another Person’s End-Users, then you represent and warrant that you are acting as an authorized agent of such End-Users and that you have the permission and authority from such End-Users to do the following: (a) share their User Data with us, (b) access their User Data which we store on their behalf and (c) bind them to our Terms of Service.
Use of Subcontractors. If you make use of subcontractors when using our Developer Platform, then you agree to require that your subcontractors comply with our Terms of Service. You also shall ensure that these subcontractors only have access to our End-Users’ User Data only during the duration of their contract with you.
Prohibited Uses. To the extent applicable, Section 5 (Prohibited Uses) of our End-User Agreement applies to your use of our Developer Platform and to your End-Users use of our Services. Furthermore, unless otherwise stated to you by us in writing, you agree not to use, nor permit either your End-Users or any third party to:
Try to or actually exceed or otherwise circumvent any of our Usage Requirements or take any action that imposes an unreasonable or disproportionately heavy load on our Developer Platform or our Services;
Resell (for a fee or any other commercial benefit) any of our End-Users’ User Data; provided, however, that this Section 8.9 shall not apply to your charging general access or subscription fees for our Application;
Permit any third party to scrape, access, download, store or use any of our End-Users’ User Data, for any purpose not directly related to your advertised service offering, including the on-sale of transactional bank feed data or any revenue generating product or services;
Create an API or similar function designed to help you enhance your Developer Client that functions substantially the same as any portion of our Developer Platform and offer such for use by third parties;
Representations to Your End-Users. You may not represent to your End-Users that the Company will (or will not): (a) undertake any action in contravention of our Terms of Service, (b) provide any service to your End-Users in contravention of our Terms of Service and/or (c) provide any representation or warranty to your End-Users in contravention of our Terms of Service.
If any of our End-Users allows your Developer Client to retrieve any of our stored User Data, you must (a) access only the minimum data fields your Developer Client needs to work properly (as permitted by our End-User) and (b) ensure that such User Data is collected, processed, transmitted, maintained and used in accordance with your terms and policies, our Terms of Service, all Applicable Laws and/or Rules and other reasonable measures that protect the privacy and security of our End- Users’ User Data, including (at minimum) those listed in our security requirements (our “Security Requirements”), which may be found here: https://help.accountingsuite.com/portal/en/kb/accountingsuite/developer-ecosystem/api Without limiting the foregoing, your terms and policies must contain clear and legally adequate disclosures about the nature of your Developer Clients’ integration with our Services and the User Data you are collecting and how you may use it. YOUR USE OF OUR END-USERS’ USER DATA IS SUBJECT TO THE CCPA, WHETHER OR NOT YOU ARE SUBJECT TO THE CCPA.
Any End-User’s access or use of our Services is subject to our Terms of Service, not your terms and policies. If we access any User Data from or on behalf of our End-Users, we shall treat such User Data under our applicable Terms of Service with such End-User, and such data will no longer be subject to your Terms and Policies.
If our End-User revokes your permission to access said End-User’s User Data, you agree to: (a) immediately stop accessing said End-User’s User Data and (b) delete any and all of such End-User’s User Data from your systems.
You are fully responsible for the security of data on your site and processed via your Developer Client. If you process credit card payments, you agree that at all times, at your effort and expense, that (a) your Developer Client will be compliant with all Applicable Laws and/or Rules (b) you may not disclose credit card information (including account number, expiration date or CVV2) to any third party, other than in connection with processing credit card transactions requested by your End-User in a manner consistent with Applicable Laws and/or Rules. See Section 1.12 of our End-User Agreement for the definition of “Applicable Laws and/or Rules.”
If you are sending us your End-Users’ User Data, you represent, warrant and covenant that: (a) any such data is sent or made available to us in compliance with Applicable Laws and/or Rules, (b) you have provided all necessary and appropriate notices and opt-outs to your End-Users and (c) you have obtained all necessary and appropriate rights to enable us to (1) share any and all such data with our Integration Partners, Affiliates or other Persons in accordance with our Terms of Service and (2) use any such data in connection with any usage allowed by our Terms of Service and Applicable Laws and/or Rules. You also acknowledge and agree that any transfer of such data between us and our Integration Partners or our Affiliates does not constitute a “sale” of such data under the CCPA.
Monitoring. You acknowledge and agree that we may monitor your use of our Developer Platform to: (a) asses your compliance with our Terms of Service, (b) assess the operation of our Developer Platform and our Services, (c) to provide support to our End-Users and/or (d) to make improvements to our Services.
Suspension; Downtime. The Company may suspend your access to any portion of our Services (including our Developer Platform), with or without notice to you, in our sole discretion, including your use of our Developer Platform if you are in violation of our Developer Policy. We may also take our Developer Platform offline from time to time in our sole discretion and with or without notice to you. We are not liable to you, your End-Users or any third party for compensation, reimbursement or damages for any suspension or interruption of your access to our Services (including our Developer Platform), including for damages arising from our failure to provide you with notice of suspensions or interruptions.
Your Brands. If you are using our Developer Platform, we may: (a) publicly refer to you, orally or in writing, as a Developer using our Developer Platform and/or (b) publish your Brand Assets (with or without a link to your Services) on our Websites, in press releases, and in promotional materials without your prior consent.
Termination and Survival. The Company may terminate our Developer Policy in accordance with Section 20 of our End-User Agreement or for any breach by you of our Developer Policy. Upon such termination, all rights and license granted to you for the use of our Developer Platform shall terminate immediately and you must cease using our Developer Platform (unless you have a separate license to use them under another agreement with the Company). We are not liable to you, your End-Users or any third party for compensation, reimbursement or damages for any termination of your access to our Services (including our Developer Platform). The following provisions of our Developer Policy shall survive its termination: Sections 1-3, 5-15 and 17-23.
Modification. If we modify our Developer Platform, we may require you to use such modifications. You agree to cease use of older versions of our Developer Platform and only use our supported versions on a date specified by us on our Developer Platform API page, which may be found here: https://developer.accountingsuite.com/api-reference. We may (but are under no obligation to) notify you in writing of such modifications at a reasonable time prior to their deployment.
Indemnification. In addition to the indemnification provisions of Section 21 of our End-User Agreement, you agree to indemnify and hold the Company and its Affiliates harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, brought by any Person (including any of your End-Users) against the Company based on or arising from (a) your use of our Developer Platform; (b) your Applications, Services or any interactions from either with any of your End- Users or third parties; (c) your breach or alleged breach of our Developer Policy or (d) any third-party use of your Developer Credentials. The procedure for such indemnification may be found in Section 21 of our End-User Agreement.
Our Confidential Information. We may provide certain information to you that is confidential or proprietary (“Company Confidential Information”). Company Confidential Information consists of (a) your access keys or logins for our Developer Platform, any non-public elements of our Developer Platform or any pre-release information about our Services and/or (b) anything identified or marked as “Confidential” or “Proprietary” or that you should reasonably understand to be confidential or proprietary under the circumstances. You may use Company Confidential Information only for the purposes of this Developer Policy. You may not disclose any Company Confidential Information to third parties, other than your employees, agents, subcontractors and advisors with a need to know and for whom you agree to remain responsible under out Terms of Service. Any Person who you disclose Company Confidential Information to must be bound to a duty of confidentiality (by agreement or otherwise) to you at least as great as your duty to us under our Company Terms and Policies.
Your Confidential Information You should not disclose any information to us that you consider to be confidential. To avoid any potential confusion, you agree that any unsolicited information you provide to us in relation to our Developer Platform will be non-confidential and that we may use any way we deem fit. However, this Section 20 does not apply to the extent you have entered into a separate non-disclosure agreement (NDA) or other confidentiality terms with the Company addressing your confidential information in relation to our Developer Platform.
Effects of Termination. Upon termination of this Developer Policy, you must permanently delete all of the Company’s Confidential Information and any other data which you stored pursuant to your use of our Developer Platform, with the exception of User Data for which our End-Users have explicitly given you permission to continuing storing.
Disclaimer of Warranties; Limitation of Liability. Use of our Developer Platform is subject to our warranty disclaimers stated in Section 19 of our End-User Agreement. In addition to the liability limitations found in Section 25.17 of our End-User Agreement, we are not liable for any damages arising from your Services or your use of our Developer Platform.
You understand and acknowledge that the Company may be independently creating (or may receive from third-parties) features, applications, content or other products or services that may be similar or competitive with your Applications and Services, and nothing in our Terms of Service shall prevent the Company from doing so.
You agree not to assert (or assist or encourage anyone in asserting) any patent claims against the Company (or its End-Users or Affiliates) where such patent claim relates to the integration, combination or interface of any of our Services, Applications or our Developer Platform.
You acknowledge and agree that your use of our Developer Platform gives you no right, title or interest in or to our Services (including our Developer Platform), any of our End-Users’ User Data, or to any of our content. Our Intellectual Property Rights to our Developer Platform or your usage therefor are governed by our Intellectual Property Rights to our Services generally, as stated in our End-User Agreement (including Section 24.3 thereof).
You retain ownership of any Intellectual Property Rights in your Application, subject to the Company’s rights in any of our underlying materials. You agree to provide us with a reasonable number of copies of or other access to any of your Developer Applications. During the term of our Terms of Service you hereby grant to us a paid-up, royalty-free, non-exclusive, worldwide, irrevocable, right and license, under all of your Intellectual Property Rights, to: (a) use, perform, and display your Developer Application and its content for purposes of our internal testing purposes (including security testing) and for marketing, demonstrating, and making your Developer Application available to users; and (b) link to and direct users to your Developer Application. Following the termination of our Developer Policy and upon written request from you, the Company will make commercially reasonable efforts, as determined in its sole discretion, to remove all references and links to your Developer Application from our Services; provided, however, that the Company has no other obligation to delete copies of, references to, or links to your Developer Application.
You agree to provide us with a paid-up, royalty-free, revocable, worldwide, non-exclusive, non- transferable license to use your Services for testing, review or other related purposes to ensure that your Services comply with our Terms of Service (including this Developer Policy). If you revoke this license, then we may, in our sole discretion, terminate your access to our Developer Platform and our Services.
SEE OUR END-USER AGREEMENT FOR ADDITIONAL TERMS GOVERNING YOUR USE OF OUR SERVICES GENERALLY.