Date of Last Revision: January 22, 2021
Yardline Capital – DEVELOPER TERMS
Yardline reserves the right at Yardline’s discretion to make changes to these Developer Terms at any time. Upon any change, Yardline will post the new or different terms and conditions on www.yardline.com. Developer agrees to accept electronic communications, links to and/or postings of any revised terms and conditions and that such electronic communications, links and/or postings constitute notice to Developer of any new or different terms and conditions of these Developer Terms. Developer’s continued use of the APIs and/or any related materials made available to Developer by Yardline constitutes acceptance of the changes and an agreement to be bound by these terms, as may be amended. If Developer does not agree to the changes, Developer has the right to discontinue Developer’s use of the APIs and/or any related materials made available to Developer by Yardline.
In order to register or use the APIs, and/or any related materials made available to Developer by Yardline, Developer must be at least 18 years old, a United States resident and legally capable to enter into contracts.
“Commercial Data Services Agreement” means an agreement through which a Person is granted a Partner Account.
“Confidential Information” means any information disclosed or made accessible by Yardline to Developer, which (a) if disclosed in tangible form, is clearly labeled as “confidential” or “proprietary” or with words of similar import in writing by the disclosing party at the time of disclosure, (b) if disclosed in non-tangible form, is identified as “confidential” or “proprietary” at the time of disclosure, or (c) if not identified as “confidential” or “proprietary,” should reasonably be construed, under the circumstances surrounding disclosure, as confidential or proprietary. For clarity, Confidential Information shall include, without limitation, all non-public information disclosed or made accessible by Yardline, which is of a business nature, such as information regarding Yardline’s clients, partners, plans, methods, strategies, software, marketing, costs, pricing, revenues, royalties, projections, billings, or other similar information.
“Data Source” means a single repository of information (e.g., a URL, internet site, server or document, as applicable) from which information can be extracted using a single data script or other data retrieval mechanism.
“Developer Account” means an account created for the Developer through which the Developer is granted a login to the Developer Portal and use of the APIs, Licensed Software and/or Developer Environment.
“Developer Data” means a Developer’s account information, account access information and registration information, as provided by Developer and/or retrieved by Yardline from a Data Source and/or provided by Developer.
“Development Environment” means a temporary test hardware and software environment that functionally replicates a Production Environment, but uses Test Accounts and/or a limited number of actual accounts and does not provide the same capacity levels as a Production Environment.
“Development Materials” means the APIs, the Licensed Software, the Development Environment, the Developer Portal, the Developer Account, any User Accounts and any Test Accounts.
“Developer Portal” provides access to the APIs, a Developer Account and a Development Environment.
“Licensed Software” means software in any form, including all machine-readable materials, user manuals, programming guides and other documentation provided to Developer by Yardline.
“Non-Commercial Testing Purposes” means use for the purposes of evaluation and testing applications using the APIs or Licensed Software. Developer has no right or authority to distribute the APIs or Licensed Software, or to make the APIs or Licensed Software available to third parties, or to integrate the APIs or Licensed Software into any application or software of the Developer that is provided to third parties.
“Partner Account” means an account created for the Developer through which the Developer is granted access to a Production Environment and use of the APIs.
“Person” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association or other entity.
“Production Environment” means a software and hardware environment allowing access to the production version of any Yardline API with security and oversight conditions.
“Test Account” is an artificial account created to test software.
“User Account” means an account created in the Development Environment.
Upon acceptance of these terms, Yardline hereby grants to Developer, for such term as Yardline may determine, in its sole discretion, a revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free, limited license to use the Development Materials solely for Non Commercial Testing Purposes, within the United States and Canada.
Unless expressly directed by Yardline, in writing, the Developer shall not: (1) modify or create derivative works of the Development Materials or any other software to which the Developer has been granted access; (2) reverse engineer or disassemble or decompile binary portions, or otherwise attempt to derive source code from such Development Materials; (3) make any more copies of the Development Materials than are reasonably necessary for the authorized Non Commercial Testing Purposes; (4) remove any trademarks, logos, copyright notices, proprietary notices or labels displayed on the Development Materials or any copies made by the Developer, or (5) distribute, sell, lease, rent, lend, sublicense, or provide any access to any part of the Development Materials to any third party.
The license provided in these Developer Terms is only to use the Development Materials for Non-Commercial Testing Purposes. If the Developer would like to use the Development Materials for production or commercial purposes, the Developer must enter into a Commercial Data Services Agreement with Yardline.
Responsibility for Representatives
Developer is responsible for assuring that Developer’s employees, contractors, affiliates and/or agents (collectively “Developer Representatives”) comply with these Developer Terms and applicable law. Developer is solely responsible for all costs, expenses, losses and liabilities incurred, and activities undertaken by Developer or Developer Representatives in connection with the Development Materials or Developer Data.
Developer’s use of Developer Data in conjunction with the Development Materials shall be performed at Developer’s own risk, and Developer will be solely liable for any claims for breach of security or privacy obligations with respect to Developer Data.
Developer shall employ all physical, administrative and technical controls, screening and security procedures and other safeguards necessary to protect against any unauthorized access to or use of the Developer Account or the Development Materials and to control the content and use of Developer Data, including the uploading or other provision of Developer Data. Developer is not permitted to use the Development Materials in any manner that does or could potentially undermine the security of the Yardline services or the Development Materials. In addition, the Developer will not, and will not attempt to, (i) interfere with, modify or disable any features, functionality or security controls of the Development Materials or Yardline services, (ii) defeat, avoid, bypass, remove, deactivate or otherwise circumvent any protection mechanisms of the Development Materials; or (iii) perform any penetration or security testing of the Development Materials, including but not limited to “ethical hacks.” Developer shall at all times use best efforts to maintain the security of any of its information architecture, systems and procedures used in connection with the activities under these Developer Terms. Developer will immediately report to Yardline any security flaws the Developer discovers in any of the Yardline services or the Development Materials. Yardline reserves the right, in its sole discretion, to determine what constitutes a security flaw. Developer will also immediately report any actual or suspected unauthorized access to the Development Materials.
Compliance with Laws
Developer shall not use the Development Materials for any illegal purposes or for the transmission of material that is unlawful, harassing, libelous, invasive of another’s privacy, abusive, threatening, obscene, or that infringes the rights of others. Neither the Developer nor the Developer Representatives may upload or otherwise transmit through the Developer Portal any material containing software viruses or other computer code, files or programs designed to interrupt, destroy or limit the functionality of any software or hardware. Notwithstanding any other provision of these Developer Terms, if activities of the Developer cause undue technical stress to the Developer Portal, interferes with use of the Yardline services by others, or transmits information or transactions that Yardline believes are illegal or fraudulent, Yardline reserves the right to revoke the Developer Account and block access by the Developer immediately and indefinitely.
In addition, Developer shall comply with the Fair Credit Reporting Act and equivalent state laws. Developer represents and warrants that the Development Materials and any information derived from it is not to be used and will not be used in connection with any transactions subject to such laws, including but not limited to the evaluation of consumer credit or the extension of credit to a consumer for personal, family or household purposes until a commercial agreement is executed with Yardline.
Unless otherwise agreed to by the parties in writing, Yardline is under no obligation under these Developer Terms to support the use of the Development Materials or to provide Developer with subsequent releases, enhancements or error corrections of the Development Materials (“Updates”). If Yardline, in its sole discretion, supplies Updates to Developer, the Updates will be considered part of the Development Materials, and subject to the terms of these Developer Terms.
Developer may from time to time gain access to Confidential Information. The Developer may use the Confidential Information only to the extent necessary to exercise Developer’s rights under these Developer Terms. The Developer may not disclose Confidential Information to a third party without the prior, express consent of Yardline, provided in writing (email sufficing). Developer agrees that Developer will protect Confidential Information from unauthorized use, access, or disclosure in the same manner that Developer would use to protect Developer’s own confidential and proprietary information of a similar nature and in any event with no less than a reasonable degree of care.
INTELLECTUAL PROPERTY RIGHTS
Yardline retains all worldwide right, title and interest in and to the Development Materials, including all worldwide intellectual property rights therein. Developer agrees not to act in any manner inconsistent with such ownership. Developer agrees that Developer will not challenge Yardline’s ownership of the Development Materials, or the validity or ownership of any Yardline trademarks, or the enforceability of these Developer Terms.
Developer may provide feedback to Yardline regarding the Development Materials, which feedback may include, without limitation, modifications, enhancements, updates and derivative works (“Feedback”). Yardline will own and have a right, but not the obligation, to fully exploit such Feedback as it deems appropriate, in its absolute discretion. Developer hereby irrevocably assigns all of Developer’s rights, title and interest in and to the Feedback to Yardline. Developer also assigns to Yardline and/or waives any and all claims that Developer may now or hereafter have in any jurisdiction to so-called “moral rights”, “droit moral” or any similar rights in connection with such Feedback, to fullest extent permitted by applicable law.
Developer agrees to assist Yardline or its designee, at Yardline’s expense, to secure, confirm and maintain Yardline’s rights in the Development Materials and the Feedback, including, without limitation, any copyrights, trademarks, or other intellectual property rights relating thereto, in any and all countries, including, but not limited to, by disclosing facts known to Developer respecting same, testifying in any legal proceedings when called upon by Yardline, and signing and filing all lawful documents deemed by Yardline as expedient to vest in Yardline the legal title herein sought to be conveyed or to obtain rights therein. If Developer fails to execute any such documents within five (5) days after Yardline’s request therefor, Developer hereby appoints Yardline as Developer’s attorney-in-fact to execute and file any and all such documents, it being acknowledged by Developer that such appointment is irrevocable and coupled with an interest.
DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY
THE DEVELOPMENT MATERIALS ARE PROVIDED BY YARDLINE ON AN “AS IS” BASIS, WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, OR NON-INFRINGEMENT. DEVELOPER ASSUMES ALL RISK AS TO THE USE, RESULTS AND PERFORMANCE OF THE DEVELOPMENT MATERIALS. NEITHER YARDLINE NOR ANY OF ITS AFFILIATES, SUBSIDIARIES, LICENSORS, SUPPLIERS, THIRD PARTY DEVELOPERS, ACCOUNT PROVIDERS OR ANY OF THEIR AFFILIATES WARRANT THAT THE DEVELOPMENT MATERIALS, OR ANY YARDLINE SERVICE, IS/ARE SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, OR ERRORS. YARDLINE DOES NOT WARRANT THAT THE DEVELOPMENT MATERIALS WILL ASSIST IN DEVELOPMENT OF ANY APPLICATION OR SOFTWARE.
NEITHER YARDLINE NOR ANY OF ITS AFFILIATES, SUBSIDIARIES, LICENSORS, SUPPLIERS, THIRD PARTY DEVELOPERS, ACCOUNT PROVIDERS OR ANY OF THEIR AFFILIATES WILL BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, OPPORTUNITY, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, HOWEVER THEY ARISE, WHETHER FOR BREACH OF CONTRACT, BREACH OF WARRANTY OR IN TORT, INCLUDING NEGLIGENCE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR EVEN IF FORESEEABLE. LIABILITY FOR DAMAGES WILL BE LIMITED AND EXCLUDED AS SET FORTH ABOVE EVEN IF THESE DEVELOPER TERMS FAIL OF THEIR ESSENTIAL PURPOSE. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, AND SO PARTS OF THE ABOVE LIMITATION MAY NOT APPLY TO DEVELOPER, BUT ONLY AS THE APPLICABLE LAW PROVIDES.
Developer will indemnify, hold harmless and defend Yardline and Yardline’s parents, subsidiaries and affiliated entities, and each and all of their respective, shareholders, members, officers, directors, employees, affiliates, parents, subsidiaries, licensees, assigns, suppliers and service providers, from and against any and all claims, liabilities, damages, judgments, settlements, losses, expenses and costs (including, but not limited to, reasonable attorneys’ fees) caused by or arising from the Feedback, Developer’s use of the Development Materials, Developer’s violation of these Developer Terms, or Developer’s infringement, or infringement by any user of the Developer Account, of any intellectual property or other right of anyone.
Use of data from User Accounts is strictly regulated by the Yardline Privacy/Security Policy, which is hereby incorporated by this reference and can be found at https://yardline.com/privacy-policy, which may be updated from time to time.
We may suspend or terminate your Developer Account at any time, for any reason or no reason. We may add or remove, suspend, stop, delete, discontinue or impose conditions on the Development Materials or any feature or aspect of the Development Materials. We will take reasonable steps to notify you of any suspension or termination of your Developer Account by email or at the next time you attempt to access your Developer Account or the Development Materials.
At no time following its registration to use the APIs shall Developer (i) make any statements, or take any other actions whatsoever, to disparage, defame, sully or compromise the goodwill, name, brand or reputation of Yardline and/or any of its principals (collectively, the “Goodwill”) or (ii) commit any other action that could likely injure, hinder or interfere with the business, business relationships or Goodwill of Yardline and/or any of its principals.
Developer agrees that it may be impossible or inadequate to measure and calculate Yardline’s damages from a breach of the covenants set forth in these Developer Terms. Accordingly, at the sole discretion of Yardline, Developer agree that if Developer breaches or threatens breach of any such covenants, Yardline will have, in addition to any other right or remedy available to Yardline, the right to obtain an injunction from a court of competent jurisdiction restraining such breach or threatened breach and to specific performance of any such provision of these Developer Terms; and, if Yardline prevails in such a proceeding, the right to recover from Developer the costs and expenses thereof, including, without limitation, reasonable outside attorney’s fees.
These Developer Terms do not create any partnership, franchise, joint venture, agency, fiduciary or employment relationship. Neither party may bind the other party or act in a manner that expresses or implies a relationship other than that of independent contractor.
Developer may not assign or otherwise transfer any of Developer’s rights or obligations under these Developer Terms.
In the event that any part of these Developer Terms is found to be unenforceable, the remainder shall continue in effect to the extent permissible by law and consistent with the intent of the parties.
These Developer Terms shall be governed by the laws of the State of New York, without regard to its provisions on conflicts of law. Each party hereby irrevocably consents to the exclusive jurisdiction and venue of the state and federal courts located in New York, NY in connection with any dispute hereunder or the enforcement of any right or obligation hereunder.
Rights and obligations under these Developer Terms which by their nature should survive will remain in effect after termination or expiration of these Developer Terms.
Yardline shall not be deemed to have waived any of its rights or remedies hereunder unless such waiver is in writing and signed by Yardline. No delay or omission on the part of Yardline in exercising any rights or remedies shall operate as a waiver of such rights or remedies or any other rights or remedies. A waiver on any one occasion shall not be construed as a bar or waiver of any rights or remedies on future occasions.
These Developer Terms constitute the entire agreement among the parties with respect to the subject matter hereof, and supersede and merge all prior proposals, understandings, and contemporaneous communications, whether oral, written or electronic.
Yardline and the Yardline logo are trademarks or registered trademarks of Yardline Capital.