Lokalise Developer Program Agreement
Lokalise is proud to have many developers integrating with our platform and services. Lokalise’s Developer Program (the “Developer Program”) helps us collaborate with the developer community. This collaboration is governed by these terms (“Agreement”).
This Agreement is a legal agreement between you (“you”) and Lokalise, Inc. (“Lokalise ”, “we”, or “us”). Be sure to read this Agreement carefully - it governs your contribution to the Developer Program. By participating in the Developer Program in any way you agree to be bound by all the terms of this Agreement. IF YOU’RE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE ENTITY TO THIS AGREEMENT, IN WHICH CASE "YOU" WILL MEAN THE ENTITY YOU REPRESENT. IF YOU DON’T HAVE SUCH AUTHORITY, OR IF YOU DON’T AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, YOU MUST SELECT THE "CANCEL" BUTTON AND YOU MAY NOT PARTICIPATE IN THE DEVELOPER PROGRAM. IF YOU’RE A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT THE PERSON CLICKING “I AGREE” HAS THE AUTHORITY TO BIND A COMPANY OR OTHER LEGAL ENTITY TO THIS AGREEMENT.
By participating in the Developer Program you are also agreeing to be bound by the Lokalise’s Terms of Service (the “TOS”). In the event of a direct conflict between this Agreement and the TOS, this Agreement will take precedence; otherwise, both agreements will apply to you concurrently.
2. DEVELOPER PROGRAM TERMS
We have a set of requirements for our Developers Security guidelines (lokalise.com) (the “Developer Program Requirements”). As you might expect, the Developer Program Requirements will change from time to time. These changes will apply to you as a participant in the Developer Program, so we encourage you to periodically review the Developer Program Requirements to keep apprised of any changes. For a variety of reasons, we might need to change, suspend, or discontinue the Developer Program, or some of the benefits we offer. You agree that we can take those actions without liability to you.
3. API LICENSE TERMS
So long as you remain compliant with the TOS, this Agreement, and the Developer Program Terms, we grant you a limited, worldwide, non-exclusive, non-transferable license during the term of this Agreement to access and use our API solely for the purpose of developing, demonstrating, testing and supporting interoperability and integrations between your products and services and our products and services.
You shall not or permit others to – modify, publish, sell, lease, license, distribute, or sublicense our API; decompile, disassemble, reverse engineer, or otherwise attempt to derive source code from our API; reproduce, modify or create derivative works from our API; use our API to provide service bureau, application hosting, or processing services to third parties; incorporate or otherwise combine or integrate our API with any of your products or services; or use our API to engage in, support, or enable any kind of illegal activity.
We reserve the right at any time to modify or discontinue, temporarily or permanently, your access to the API (or any part of it) with or without notice. It’s your sole responsibility to ensure that your use of the API is compatible with the then-current API. Other than the rights we expressly give you in this Agreement or the TOS, we do not grant you any rights or licenses to our API, or to any other Lokalise products or services.
4. YOUR PRODUCTS, SERVICES, AND INTEGRATIONS
Your products, services, and integrations (collectively, your “Products”) are your responsibility. You are solely responsible for developing, operating, and maintaining all aspects of your Products; ensuring that all materials used with or in your Products are legal in all the jurisdictions where your Products are used, and do not promote illegal activities; obtaining any rights or licenses necessary to use and/or distribute any third-party software that you use, include, integrate, or distribute with your Products; and providing your end user customers with the same high-quality technical support for your Products when they operate in conjunction with our API or any other of our products and services as you do when they operate on their own.
5. MARKETING AND PUBLICITY
Marketing your Products with Lokalise is valuable to both of us.
You agree that you would not make any representations, warranties, guarantees or endorsements to anyone on behalf of Lokalise (including but not limited to any Lokalise products or services). Unless agreed by Lokalise in writing, you must not imply or state that we have developed, endorsed, reviewed or otherwise approved any of your Products.
If you would like to promote or publicize any of our products or services in connection with your Products, you will need to obtained our permission and make sure that you abide by the terms of this Agreement, the Developer Program Terms, the TOS, our brand guidelines available at Symbol and logotype - Guidelines - Guidelines (frontify.com) and any other applicable Lokalise policies.
We want to tell the world about you and your participation in the Developer Program. To help us do that, you grant us a limited, revocable, worldwide, non-exclusive, non-transferable license to use your trademarks, service marks, and logos (collectively, the “Partner Marks”) in our marketing materials solely for the purpose of promoting the Developer Program and publicizing your participation in it.
6. CONFIDENTIALITY; PRE-RELEASE MATERIALS
As a registered developer in the Developer Program, you may get access to special information not available to the public. Due to the sensitive nature of this information, it is important for us to make sure that you keep that information secret.
You agree that any non-public information we give you or that you may have access to as part of the Developer Program will be considered Lokalise’s confidential information (collectively, “Confidential Information”), regardless of whether it is marked or identified as such. You agree to only use such Confidential Information for your authorized purposes as a participant in the Developer Program (the “Purpose”), and not for any other purpose. You should take reasonable precautions to prevent any unauthorized use, disclosure, publication, or dissemination of our Confidential Information. You promise not to disclose, publish, or disseminate any Confidential Information to any third-party other than your employees and contractors, and then only to the extent that: (i) they need to know the Confidential Information for the Purpose; (ii) you make them aware of the confidential nature of the Confidential Information; (iii) you remain responsible for the acts and omissions of such employees and contractors; and (iv) we do not otherwise prohibit or restrict such disclosure.
You understand that unauthorized disclosure or use of our Confidential Information could cause us irreparable harm and significant injury that may be difficult to quantify. Accordingly, you agree that we will have the right to seek immediate injunctive relief to make sure you comply with this Agreement, in addition to any other rights and remedies we may have. If you are required by law, regulation or a valid, binding order of a court of competent jurisdiction to disclose our Confidential Information, you may do so, but only if you notify us before you do, and do your best to limit such disclosure and to seek confidential, protective treatment of such information.
The obligations in this Section 6 would not apply to information that you can prove: (i) was generally available to the public before we disclosed it to you; (ii) became generally available to the public after we disclosed it to you, through no action or inaction on your part, or on the part of your employees or contractors; (iii) you knew about it before we disclosed it to you; (iv) was disclosed to you by a third-party, who did not have any confidentiality obligations with respect to it; (v) you independently developed without breach of any confidentiality obligation with us or any third-party; or (vi) we gave you permission to disclose, in writing signed by one of our authorized representatives.
If we give you any pre-release software or related documentation or materials, which may include videos or other forms of content (“Pre-release Materials”), then subject to your compliance with the terms and conditions of this Agreement and the TOS, we hereby grant you a non-exclusive, non-transferable, revocable right and license to use the Pre-release Materials solely to support your testing and/or development of products or services that are designed to operate in combination with the systems or Developer Programs for which the Pre-release Materials are designed. If the Pre-release Materials are accompanied by a separate license agreement, you agree that the separate license agreement (in addition to any more restrictive provisions contained in this Agreement or the TOS) will apply. You agree not to decompile, reverse engineer, disassemble, or otherwise reduce the Pre-release Materials to a human-perceivable form, and you promise not to modify, network, rent, lease, transmit, sell, or loan the Pre-release Materials, in whole or in part. You understand that we are under no obligation to provide any Pre-release Materials to you, to provide you with updates, enhancements, or corrections to the Pre-release Materials, or to notify you of changes we make to our products and services, now or in the future.
7. TERM AND TERMINATION
This Agreement begins on the date you click “Agree”, and continues until one of us terminates it earlier in accordance with this Section 7.
Either you or Lokalise may terminate this Agreement for any reason, without cause, upon thirty (30) days prior written notice to the other. This Agreement will terminate immediately, without the requirement of notice, if you breach any term of this Agreement, the Developer Program Terms, or the TOS.
The rights and obligations in Sections 1, 2, 3, 4, 5, 6, 7, and 9 through 21 of this Agreement will survive the termination or expiration of this Agreement. Upon termination or expiration of this Agreement all of the rights and licenses we granted you in this Agreement will immediately cease to exist, you will return (or, at our request, destroy) all of our Confidential Information and any copies (including electronic copies) which are in your possession or control, and you will certify in writing that you have complied with these requirements.
8. REMOVAL BY LOKALISE
Lokalise does not undertake an obligation to monitor your Products or its content; however, Lokalise may immediately remove your Products from the App Library if Lokalise is notified by you or otherwise becomes aware and determines in its sole discretion that any portion of your Product or your Name (a) violates the intellectual property rights or any other rights of any third party; (b) violates any applicable law or is subject to an injunction; or (c) violates the terms of this Agreement, the TOS and/or Developer Program Requirements. Lokalise reserves the right to suspend and/or bar any developer from the App Library at its sole discretion, without prior notice. In the event that your Product is involuntarily removed because of any of the above reasons you must refund to the affected buyer all amounts paid by such end user within a year before the date of takedown for such affected Product.
9. REMOVAL BY DEVELOPER
Upon providing Lokalise with sixty (60) days written notice to your contact email address provided, you may remove your Products from the App Library, but you must comply with this Agreement. Removing your Products does not (a) affect the license rights of end users who have previously purchased or installed your listing or (b) change your obligation to deliver or support listing that has been previously purchased or installed by users.
If you remove a Product from the App Library and an end user purchased such App within a year before the date of takedown, Lokalise is not responsible for refund(s) to the affected buyer of any amount paid by such end user during the year before the date of takedown for such affected listing.
10. WARRANTIES AND DISCLAIMERS
You warrant to us that you: (i) have the authority to execute this Agreement and to perform its obligations; (ii) will conduct business in a manner that reflects favourably at all times on Lokalise ’s products and services and our good name, goodwill and reputation; (iii) will make no false or misleading statements or representations regarding Lokalise or our products and services; (iv) will not take on any obligation or responsibility, or make any representation, warranty, guarantee or endorsement to anyone on our behalf (including, without limitation, any of our products or services); and (v) will not state or imply that we have developed, endorsed, reviewed or otherwise approved any of your Products.
THE DEVELOPER PROGRAM, THE API AND ANY CONFIDENTIAL INFORMATION WE GIVE YOU (INCLUDING, WITHOUT LIMITATION, THE PRE-RELEASE MATERIALS) ARE PROVIDED “AS IS”, AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. WE SPECIFICALLY DISCLAIM ANY AND ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT ANY SERVICES OR PRODUCTS WE MAKE AVAILABLE TO YOU WILL MEET YOUR OR YOUR END USERS’ REQUIREMENTS.
You agree that you will indemnify, defend and hold us harmless from and against any and all claims which may arise under or out of your participation in the Developer Program; your use of the API, our Confidential Information, or any other Lokalise products and services; your negligence or intentional misconduct; your Products, or any integrations you develop, design, promote or distribute using our API or any Confidential Information; any misrepresentations you make with respect to us, or our products or services; or your violation of any part of this Agreement.
12. LIMITATION OF LIABILITY
IN NO EVENT WILL WE BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST DATA, LOST PROFITS OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING WITHOUT LIMITATION PRODUCTS LIABILITY, STRICT LIABILITY AND NEGLIGENCE), OR ANY OTHER THEORY, AND WHETHER OR NOT WE KNEW OR SHOULD HAVE KNOWN ABOUT THE POSSIBILITY OF SUCH DAMAGE. IN NO EVENT WILL OUR AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATED TO THIS AGREEMENT FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, EXCEED THE GREATER OF (I) AMOUNTS YOU ACTUALLY PAID US UNDER THIS AGREEMENT; OR (II) FIVE HUNDRED U.S. DOLLARS ($500). THE FOREGOING LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY STATED IN THIS AGREEMENT.
13. EXPORT CONTROL
You shall comply with all relevant U.S. and foreign export and import laws in participating in the Developer Program. You (a) represent and warrant that you are not listed on any U.S. government list of prohibited or restricted parties or located in (or a national of) a country that is subject to a U.S. government embargo or that has been designated by the U.S. government as a “terrorist supporting” country, (b) agree not to export or re-export Confidential Information in violation of any U.S. export embargo, prohibition or restriction and (c) agree not to transfer any information controlled under the U.S. International Traffic in Arms Regulations.
14. PROPRIETARY RIGHTS
You agree that Lokalise and its licensors own all right, title and interest in and to the API, the Pre-release Materials, and all other Lokalise products and services; all information and data relating to their configurations and combinations; and all modifications to and derivative works of any of the foregoing. You agree not to remove, alter, cover or obfuscate any copyright or other proprietary rights notices we place on or embed in the API, the Pre-release Materials, or any other Lokalise products and services.
15. GOVERNMENT USERS
If you are a Government entity, this Section applies to you. Certain of our Confidential Information may be considered “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.
16. INDEPENDENT DEVELOPMENT
Nothing in this Agreement will impair our right to develop, acquire, license, market, promote or distribute products, software or technologies that may compete with your Products.
We are always trying to improve, and your feedback will help us do that. If you choose to give us feedback, suggestions or recommendations for the Developer Program or for our products or services (collectively, “Feedback”), you acknowledge and agree that we are free to use that Feedback in any way we want, without restriction (subject to any applicable patents or copyrights, of course).
You are not allowed to assign or transfer this Agreement, or any of your rights under it, in whole or in part, by operation of law or otherwise, without our prior written consent.
19. INDEPENDENT CONTRACTORS
The parties to this Agreement are independent contractors. Neither of us will be deemed to be an employee, agent, partner, franchisor, franchisee or legal representative of the other for any purpose and neither of us will have any right, power or authority to create any obligation or responsibility on behalf of the other.
20. GOVERNING LAW AND VENUE
This Agreement will be interpreted and construed in accordance with the laws of the State of Delaware, without regard to conflict of law principles. All disputes arising out of this Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in the State of Delaware, and each of us hereby consents to personal jurisdiction there.
21. AMENDMENTS; WAIVERS; NO THIRD-PARTY BENEFICIARIES
We may change, add to or delete this Agreement or any portion thereof from time to time in our sole discretion. If we make a material change to this Agreement, we will provide you with reasonable notice prior to the changes either by emailing the email address associated with your account or by posting a notice on the App Library.
You acknowledge that these updates and modifications may adversely impact how you access, use and communicate with the App Library. If any change is unacceptable to you, then your only recourse is to remove your Application from the Slack App Directory. Your continued listing of the Application on the Slack App Directory will mean that you agree to the updates and modifications.
If any term, condition, or provision in this Agreement is found to be invalid or unenforceable, the remaining terms will continue to be valid and enforceable to the fullest extent permitted by law.
We each expressly agree that there are no third-party beneficiaries to this Agreement. If any term, condition, or provision in this Agreement is found to be invalid or unenforceable, the remaining terms will continue to be valid and enforceable to the fullest extent permitted by law. We each expressly agree that there are no third-party beneficiaries to this Agreement.
22. ENTIRE AGREEMENT
This Agreement, the TOS, and the Developer Program Terms contain the entire agreement of the parties with respect to its subject matter and supersede all prior communications, representations, understandings and agreements, whether written or oral. The terms or conditions of any of your purchase orders, acknowledgements, or other documents that you send us in connection with this Agreement will be null and void, and of no effect.