Unbounce SDK Developer Platform Agreement
Please read this Unbounce SDK Developer Platform Agreement (the “Agreement”).
By accessing the link and participating in Developing the apps you accept, agree, understand, and undertake to abide by these Terms of the Agreement. If for any reason you do not accept, agree, understand, and undertake to abide by these you are requested not to proceed further.
You are requested to visit this section to ensure that you are aware of the updated Terms (if any) as an when updated and continue to comply with those.
Additionally, you must agree to the following Additional Instructions/Terms of the Agreement to use the Unbounce SDK Platform (as specified in the below links).
- 1. SDK Documentation – https://unbounce-sdk.notion.site/
2. UX Guidelines – https://www.figma.com/file/ZhhNE3yqbxD1FZhpHSSFk5/Design-Guidelines-for-External-Devs?node-id=695%3A64
3. GitHub Sample Extension – https://github.com/unbounce/sb-sample-extension
This Agreement grants Unbounce Marketing Solutions Inc. (“Unbounce“) unlimited, royalty free reusable free of cost license and permission to use your marketing assets (e.g., your App name and logo) throughout Unbounce’s website and Unbounce SDK Platform, and on other Unbounce SDK Platform participants’ apps and websites to promote apps/Integrations (as defined below). As used herein:
(a) “Apps” mean your own branded applications and your application programming interfaces used or relied upon by Integrations and any updates, upgrades, modifications, additions, and versions thereto.
(b) “Documentation” means Unbounce SDK Developer Platform’s documentation and templates made available to you by Unbounce on the Unbounce SDK Platform website or elsewhere.
(c) “Harmful Code” means any includes but not limited to: (a) virus, trojan horse, worm, backdoor, or other Application/Software or hardware devices the effect of which is to permit unauthorized access to, or to disable, erase, or otherwise harm, any computer, systems, or Application/Software; or (b) time bomb, drop-dead device, or other Application/Software or hardware device designed to disable a computer program automatically with the passage of time or under the positive control of any Person, or otherwise deprive Unbounce and its customers of its lawful right to use the Application/Software.
(d) “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
(e) “Integrations” mean the integrations and data links that connect Apps with the Unbounce SDK Platform, and any updates, upgrades, modifications, additions, and versions thereto.
(f) “Law” means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction.
(g) “Libraries” mean Unbounce SDK Developer’s script libraries made available to you by Unbounce on the Unbounce SDK Platform website or elsewhere, and any updates, upgrades, modifications, additions, and versions thereto.
(h) “Open Source Components” means any Application/Software component that is subject to any open source copyright license agreement, including Application/Software available under the GNU Affero General Public License (AGPL), GNU General Public License (GPL), GNU Lesser General Public License (LGPL), Mozilla Public License (MPL), Apache License, BSD licenses, or any other license that is approved by the Open Source Initiative. Developers shall not include in any Application/Software without declaring/specifying the same before its use, and operation of all Application/Software in accordance with its Specifications and Documentation shall not require the use of any Open Source Components. Developer shall provide the Unbounce with a complete, machine-readable copy of the Source Code for Approved Open-Source Components in accordance with the terms of the Open Source License(s) therefore at no cost to the Unbounce.
(i) “Platform” means the Unbounce SDK Developer’s platform made available to you at: http://apps.unbounce.com/developer which includes but does not limit to Documentation, Libraries, Sample Code, other Unbounce SDK Developer materials provided to you via the Unbounce SDK Platform website, and any updates, upgrades, modifications, additions, and versions thereto.
(j) “Sample Code” means sample code made available by Unbounce to the extent not separately licensed under an open-source license.
(k) “Application/Software” means the computer program(s), including programming tools, scripts, and routines, the Developer develops or otherwise provides under this Agreement, including all updates, upgrades, new versions, new releases, enhancements, improvements, and other modifications made or provided pursuant to the Support Services. As context dictates, Application/Software may refer to one or more Application/Software Deliverables or Aggregate Application/Software.
(l) “Source Code” means the human readable source code of the Application/Software to which it relates, in the programming language in which such Application/Software was written, together with all related flow charts, code, and technical documentation, including a description of the procedure for generating object code, all of a level sufficient to enable a programmer reasonably fluent in such programming language to understand, build, operate, support, maintain, and develop modifications, upgrades, updates, adaptations, enhancements, new versions, and other derivative works and improvements of, and to develop computer programs compatible with, the Application/Software.
(m) “Services” means the Unbounce Saas platform.
(n) “TOS” means the Unbounce Terms of Service at: https://unbounce.com/terms-of-service/, as may be updated from time to time that governs the use of the Services.
(o) “Unbounce Materials” means all materials and information, including documents, data, know-how, ideas, methodologies, specifications, Application/Software, content, and technology, in any form or media, directly or indirectly provided or made available to Developer by or on behalf of Unbounce in connection with this Agreement, whether or not the same: (a) are owned by Unbounce, a Third Party, or in the public domain; or (b) qualify for or are protected by any Intellectual Property Rights.
Thank you for your interest in Application Development using Unbounce’s SDK Development Platform, which allows you to build apps for Unbounce SDK Platform with and between Apps to facilitate the Services.
This Agreement governs your use of the Platform.
If you are entering into this Agreement on behalf of a company, organization, or other legal entity (an “Entity“), you are agreeing to this Agreement for that Entity and representing to Unbounce that you have the authority to bind such Entity to this Agreement, in which case the term “you” shall refer to such Entity. By downloading, installing, or otherwise accessing or using the Platform, you agree that you have accepted, agreed, read, understood, and undertake to be bound by this Agreement. If you do not agree, you may not use the Platform. This Agreement will govern your use of the Platform if there is any conflict between this Agreement and the TOS.
By using or accessing any portion of the Platform, you acknowledge and agree as follows:
1. Limited License
Subject to your complete and ongoing compliance with all the terms and conditions of this Agreement, including without limitation, all license limitations, restrictions, and permissions, Unbounce grants you the following limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to:
a. Copy, use, and (where applicable) authorize your employees to use the Documentation internally solely in connection with developing apps, Integrations, etc.…;
b. Copy and modify Sample Code strictly for the purpose of developing apps, Integrations;
c. Copy and use the Unbounce SDK strictly for the purpose of developing apps and Integrations; and
d. Incorporate unmodified Libraries and modified or unmodified Sample Code into apps, Integrations and share with Unbounce for approval before redistributing the same as part of the application development, Integration development, solely through the Services.
Notwithstanding anything herein, the foregoing license rights are limited to the app development and approval before distribution of apps, Integrations, etc. solely for the purpose of accessing or interfacing with the Services, as permitted in the Documentation, and in compliance with the Unbounce Acceptable Use Policy located at: https://unbounce.com/acceptable-use-policy/, as may be updated from time to time.
By accessing or using the Unbounce SDK Platform, you represent, warrant, and covenant that you are engaged in the development of software applications (i.e., Apps) and have the authority to integrate Apps with the Services. You will not (or authorize any third party to), directly or indirectly to redistribute, sell, lease, license, copy, publicly perform or display, transmit, publish, edit, adapt, create derivative works of, modify, or otherwise use or exploit in any manner any portion of the Platform, except as expressly provided herein;
a. Distribute, deploy, or otherwise utilize apps for any purpose other than to facilitate the integration of apps with the Services;
b. Use or implement any undocumented feature or API, or use any documented feature or API other than in accordance with applicable Documentation;
c. Fail to maintain the confidentiality of any non-public aspects of the Platform or fail to use at least the same measures to protect the non-public aspects of the Platform as you use for your own confidential information (and in any case, no less than reasonable care);
d. Decompile, reverse engineer, or otherwise access or attempt to access the source code for the Platform not made available to you in source code form;
e. Remove, obscure, interfere with, or circumvent any Platform feature, including without limitation, any copyright or other intellectual property notices, security, or access control mechanism;
f. Take any action that could subject the Unbounce SDK Platform (or any part) to third-party terms, including without limitation “open source” software license terms;
g. Copy, frame, or display any elements of the Services through app development, app integrations or Apps, except as expressly authorized by Unbounce SDK Developer in writing;
h. Access or use the Unbounce SDK Platform for any competitive purpose or competitive analysis or disseminate performance information (including uptime, response time, or benchmarks) relating to the Unbounce SDK Platform or Services;
i. Suggest any affiliation with Unbounce SDK Platform, including any suggestion that Unbounce SDK Platform sponsors, endorses, or guarantees any apps, integrations or Apps, except for the Platform integration relationship expressly contemplated in this Agreement, or make any representations, warranties, or commitments regarding Unbounce SDK Platform or on behalf of Unbounce (including with respect to the Services or Platform);
j. Use the Unbounce SKD Platform for any purpose other than for it was expressly designed; or
k. Use or access the Unbounce SDK Platform in violation of the Acceptable Use Policy.
If you are prohibited from using the Unbounce SDK Platform under applicable law, you may not use it. You will comply with all applicable laws and regulations (including without limitation laws and regulations related to export controls) in connection with your use of the Platform. ANY USE IN VIOLATION OF THESE LIMITATIONS AND RESTRICTIONS IS STRICTLY PROHIBITED AND UNLICENSED.
3. Reservation of Rights
The Unbounce SDK Platform is owned by Unbounce and is temporarily licensed and permit use, not sold, to you. The Unbounce SDK Platform and the associated Services, including without limitation, all app templates, content, visual interfaces, interactive features, information, graphics, design, compilations, computer code, products, services, and other Platform and Services elements, are protected by copyright, trade dress, patent, and trademark laws of the United States, Canada and include other jurisdictions, international conventions, and other intellectual property and proprietary rights, and applicable laws. As between you and Unbounce, all components of the Unbounce SDK Platform, including all intellectual property rights therein and thereto, are the sole and exclusive property of Unbounce, its affiliates, and/or licensors. Unbounce reserves all rights not expressly granted in this Agreement. You do not acquire any right, title, or interest to the Unbounce or Unbounce SDK Platform, whether by implication, estoppel, or otherwise, except for the limited rights set forth herein. Unbounce may monitor Unbounce SDK Platform usage and limit your access to the Unbounce SDK Platform. Unbounce may put these limitations in place at its sole discretion, especially if it believes your usage is in breach of this Agreement, may negatively affect the Unbounce SDK Platform, or may otherwise impose liability on Unbounce.
(a) To the extent that Unbounce approves the apps and they are activated and made publicly available through the Services, each party (the “Grantor“) hereby grants to the other party (the “Grantee“) a non-exclusive, non-transferable (except as set forth in Section 19), non-sublicensable right and license to use Grantor’s trademarks, trade names, service marks, logotypes or brand identifiers, whether registered or unregistered (collectively, “Trademarks“), solely for the purpose of:
- (i) In the case of you as the Grantor, marketing and publicizing the Services and the functionality of apps, integrations that are approved and activated; or
(ii) In the case of Unbounce as the Grantor, indicating that approved and activated apps and Integrations are available and operable on the Services.
(b) You also hereby grant to third-party Unbounce SDK Platform participants with applications or application programming interfaces that are approved for the Unbounce SDK Platform (“Third-Party Participants“, and such applications or application programming interfaces, “Third-Party Apps“) a non-exclusive, non-transferable (other than to a successor), non-sublicensable right and license to use your Trademarks solely for the purposes of:
(i) Marketing and publicizing the Third-Party Apps of such Third-Party Participants; and
(ii) Linking or embedding such Third-Party Apps with Integrations and Apps.
(c) For all private apps and integrations that have not been approved by Unbounce, you hereby grant to Unbounce a non-exclusive, non-transferable (except as set forth in Section 19), non-sublicensable right and license to use your Trademarks, solely for the purpose of indicating that the apps and Integrations are available and operable on the Services on a private, invitation-only basis.
(d) Each party reserves all rights to its Trademarks not expressly granted under this Section 4. Any rights (including goodwill) that Grantee acquires by use of the Grantor’s Trademarks shall inure solely to the benefit of Grantor. Grantee shall not:
(i) Use any mark confusingly similar to the Grantor’s Trademarks; or
(ii) Use Grantor’s Trademarks in its business names, product/service names, or website domain names. Grantee shall use the Trademarks in accordance with Grantor’s guidelines as may be provided by Grantor from time to time, and Grantor shall have the right to review Grantee’s use of the Grantor’s Trademarks from time to time. Grantee shall remedy any deficiencies in its use of the Grantor’s Trademarks, as determined by Grantor in its sole discretion, upon notification by Grantor and in the manner requested by Grantor.
5. Standards for Apps
For apps, you represent and covenant that you will meet and continue to meet the following standards with respect to apps:
a. Quality. You will ensure that apps meet the standards set forth at: https://www.figma.com/file/ZhhNE3yqbxD1FZhpHSSFk5/Design-Guidelines-for-External-Devs?node-id=745%3A1675as may be updated from time to time.
b. Maintenance of Apps. You will take reasonable measures to maintain the functionality, quality, availability, and security of Apps.
For apps to be activated and made publicly available through the Services, Unbounce must first approve them at its sole discretion. Unbounce reserves the right, but not the obligation, to maintain the functionality, quality, availability, and security of apps.
6. Your Other Responsibilities
(a) Apps and End Users. You are solely responsible, at your own expense, for:
(i) Apps and their distribution, operation, and support subject to approval and hosting of Unbounce;
(ii) Your own relationships and agreements with end users regarding their use of Apps;
(iii) The security of Apps; and
(iv) Apps’ compliance with all applicable laws, third-party policies, and terms and conditions.
(b) User Data An end user of the Services and the Apps may access, retrieve, transmit, upload, post, delete, collect, maintain, use, store, or otherwise process (collectively, “Process” or “Processed“) certain of their data, content, or information through Apps/Integrations (“User Data“) for their further use. With respect to such User Data (including from third-party services), you agree:
i. To Process the User Data only to the extent enabled by such end user and to ensure that all User Data is Processed in Apps in accordance with:
(2) All applicable laws;
(3) All applicable policies and terms and conditions of any Third-Party Apps or third-party services accessed or linked to Process any User Data; and
(4) Appropriate measures that protect the privacy and security of User Data;
ii. To use User Data only to provide user-facing features, and not to transfer or sell User Data for other purposes (e.g., targeting ads, market research, email campaign tracking, and other unrelated purposes);
iii. To access only the User Data necessary to implement Apps; and
iv. Not to permit humans (other than the user’s intended recipient, if applicable, and the end user themselves) to read User Data, except:
(1) If you obtain the end user’s affirmative consent;
(2) As necessary for security purposes or to comply with applicable law; or
(3) Your use is limited to internal operations and the User Data (including derivations) have been aggregated and anonymized.
To Process User Data from the Services, Third-Party Apps or other third-party services, and Apps may need to meet certain minimum security and privacy standards. You agree to demonstrate that they meet such standards upon request.
(c) TOS. You will not facilitate or encourage any end user to violate the TOS or interfere with their review or acceptance of the same. For the avoidance of doubt, your use of the Unbounce SDK Platform is subject to this Agreement, not the TOS. If you use Services as an end user, such use remains subject to the TOS.
(d) Your Representations, Warranties, and Covenants. You represent, warrant, and covenant that:
You have full power and authority to enter into and perform this Agreement and to exploit Apps without violating any other agreement or undertaking;
Apps, and their use will not violate any third-party rights (including intellectual property rights and rights of privacy or publicity) or any applicable laws or regulations;
All information that you provide to Unbounce SDK Developer is and will be true, accurate, and complete;
(1) Apps will not facilitate any violation of the U.S. Export Administration Act of 1979, the regulations of the U.S. Department of Commerce, or any other export or import restrictions, laws, or regulations of the United States; and
(2) You are not located in, under the control of, or a national or resident of any country to which the United States has embargoed goods or services; and
You will not interfere with Unbounce’s business practices, including with respect to the Services or Unbounce SDK Platform.
7. Unbounce SDK Developer’s Rights with respect to Apps
(a) You hereby grant to Unbounce an exclusive (as to third parties), perpetual, irrevocable, sublicensable right and license to copy, modify, use, make derivative works of, improve, update, upgrade, add to, and distribute apps in connection with the Services, provided that Unbounce will not intentionally remove functionality from apps other than to bring them into compliance with this Agreement (including Sections 5 and 6) or to address errors, bugs, security, availability, connectivity, or other similar issues. For clarity, the foregoing exclusivity means that only you (subject to Section 2 and the other terms and conditions of this Agreement) and Unbounce (or its sublicensees) may exercise any rights in apps, except that either you or Unbounce may permit end users to use apps in connection with their permitted use of the Services. This license will survive any termination of this Agreement. Unbounce may exercise the foregoing rights through contractors providing services to Unbounce, solely in their capacities as service providers to Unbounce or for Unbounce SDK Developer. You agree to provide Unbounce and Unbounce SDK Developer with the source code for apps and integrations upon request.
(b) You will immediately notify Unbounce in writing if you become aware of third parties using apps other than in connection with the Services or otherwise in violation of this Agreement, and you will use best efforts to cause such third parties to cease such use. You agree that Unbounce and Unbounce SDK Developer will have the right (but not the obligation) to take action against such third party, including by enforcing any intellectual property rights in apps against such third party. You will cooperate with Unbounce and Unbounce SDK Developer in connection with any such action, including, if necessary, by being joined as a party to such action.
(c) Unbounce may collect and analyze data and other information relating to the provision, use, or performance of the Unbounce SDK Platform, Apps, Integrations, and related systems and technologies. Unbounce may:
(i) Use such data and information to improve and enhance the Platform, Apps, Integrations, Services, and/or Unbounce business; and
8. Processing of Data
The parties hereby acknowledge and agree that when an end user uses Apps to Process User Data, such end user is the “data controller” (as such term is defined under applicable data privacy laws) of their User Data. Unbounce is the “data processor” or “service provider,” as applicable (as such terms are defined under applicable data privacy laws) of such User Data in Unbounce’s possession. You are the “data processor” or “service provider,” as applicable (as such terms are defined under applicable data privacy laws) of such User Data in your possession. Each party hereby agrees to comply with applicable data privacy laws for any User Data that such party Processes for an end user.
You shall comply with registration or credentialing requirements (if any) established by Unbounce for access to the Platform. Platform access keys or credentials are Unbounce’s Confidential Information and may not be shared with third parties.
10. Feedback; Independent Development.
Unbounce appreciates comments, bug reports, feedback, enhancements, proposals, or suggestions regarding the Platform, Apps, Integrations, or Services (“Feedback“). Any such Feedback is provided on a non-confidential basis (notwithstanding any notice to the contrary that you may provide us with), and Unbounce may use such Feedback at its discretion, including, but not limited to incorporating such suggested changes into the Platform, Apps, Integrations, or Services. You hereby grant Unbounce a perpetual, irrevocable, transferable, sublicensable (through multiple tiers), non-exclusive license to so incorporate, modify, create derivative works of, and otherwise use your Feedback (including any ideas, concepts, methods, know-how, or techniques in such Feedback) for any purpose, including to make and sell products and services, without any restriction or obligation to you. In addition, you agree that Unbounce may independently create software, tools, or other technology similar to Apps
11. Third-Party Software and Open-Source Software
The Platform may be provided in conjunction with other components, including third-party software (“Third-Party Software“) provided under separate license terms (the “Third-Party Terms“) and certain Sample Code separately licensed under open-source licenses (“Open-Source Code“). Your use of the Third-Party Software and Open-Source Code in conjunction with the Platform is subject to the Third-Party Terms or terms of the open-source license governing such Open-Source Code, as applicable, and not this Agreement.
12. Term and Termination
This Agreement will remain in effect until terminated. You may terminate the Agreement by written notice to Unbounce and ceasing all use of or access to the Platform. Unbounce may terminate this Agreement at any time for any reason, including without limitation, any actual or suspected misuse or abuse by you of the Platform or any violation of this Agreement. This Agreement, and your rights and licenses hereunder, will terminate immediately upon your breach of this Agreement. Following any termination of this Agreement, you must immediately cease use of the Platform and destroy all copies of any Platform components in your possession. Sections 7 through 19, and Unbounce’s rights to use your Trademarks under Section 4, shall survive termination of this Agreement. In addition, following termination, you may no longer access any content, data, or information submitted to Unbounce relating to the Platform. Unbounce will have no obligation or liability resulting from the termination of this Agreement as permitted above.
THE PLATFORM (INCLUDING WITHOUT LIMITATION ALL ASSOCIATED DOCUMENTATION, LIBRARIES, UNBOUNCE SDK, APIS, APP TEMPLATES, AND SAMPLE CODE) IS PROVIDED ON AN “AS IS” BASIS, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, UNBOUNCE DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OR CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, QUALITY, RESULTS, AND NON-INFRINGEMENT. UNBOUNCE EXPRESSLY DISCLAIMS ANY WARRANTIES OF ANY KIND WITH RESPECT TO THE ACCURACY OR FUNCTIONALITY OF THE PLATFORM AND WITH RESPECT TO THE ACCURACY, VALIDITY, OR COMPLETENESS OF ANY INFORMATION OR FEATURES AVAILABLE THROUGH THE PLATFORM OR THE QUALITY OR CONSISTENCY OF THE PLATFORM OR RESULTS OBTAINED THROUGH ITS USE. UNBOUNCE HAS NO OBLIGATION TO PROVIDE MAINTENANCE OR SUPPORT FOR THE PLATFORM (OR TO END USERS OF INTEGRATIONS OR APPS) OR TO FIX ANY ERRORS OR DEFECTS. UNBOUNCE MAY CHANGE THE PLATFORM OR SERVICES (AND FUTURE VERSIONS MAY NOT BE COMPATIBLE WITH INTEGRATIONS OR APPS DEVELOPED USING PREVIOUS VERSIONS); UNBOUNCE WILL HAVE NO LIABILITY RESULTING THEREFROM. NOTWITHSTANDING ANYTHING TO THE CONTRARY, UNBOUNCE MAKES AND ASSUMES NO REPRESENTATIONS, WARRANTIES, COVENANTS, INDEMNIFICATION, OR OTHER OBLIGATIONS OR LIABILITIES WITH RESPECT TO INTEGRATIONS OR APPS OR THEIR COMBINATION, INTERACTION, OR USE WITH ANY THIRD-PARTY APPS, THIRD-PARTY SERVICES, THE SERVICES, OR THE PLATFORM.
14. Limitation of Liability
UNDER NO CIRCUMSTANCES WILL UNBOUNCE BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL, OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING LOST PROFITS) ARISING OUT OF THE USE OR INABILITY TO USE THE PLATFORM, EVEN IF UNBOUNCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT WILL UNBOUNCE’S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT OR THE TERMS HEREOF EXCEED THE GREATER OF AMOUNTS PAID BY YOU FOR THE PLATFORM, IF ANY, OR FIFTY DOLLARS US (US$50). SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH AN EVENT THE ABOVE LIMITATIONS AND EXCLUSIONS WILL BE ENFORCED TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
You shall indemnify, defend (at Unbounce’s request), and hold Unbounce and its affiliates, officers, directors, suppliers, licensors, and other customers harmless from and against any and all liability and costs, including reasonable attorneys’ fees incurred by such parties, in connection with or arising out of Integrations or Apps (except to the extent arising solely out of modifications to Integrations or Apps made by Unbounce), your relationships or interactions with any end users or other third parties with respect to Integrations or Apps, your use or misuse of the Platform, your Processing of User Data, or your violation of this Agreement, applicable third-party policies or terms and conditions, or any applicable law or regulation. Unbounce may, at its own expense, participate in the defense and settlement of any claim with its own counsel, and you may not settle a claim without Unbounce’s prior written consent.
16. Confidential Information
(a) “Confidential Information” means all information that you should reasonably understand to be confidential or proprietary, including non-public aspects of the Services or Platform such as an alpha, beta, or other pre-general release version of the Platform or any component of the Platform (including the Services, app templates, Libraries, Unbounce SDK, APIs, Sample Code, or Documentation) made available to you by Unbounce.
(b) Confidential Information shall not include any information that:
(ii) Was known to you without restriction before its disclosure by Unbounce; or
(iii) Is received from a third party able to provide it to you without restriction.
(i) Is or becomes generally known to the public without breach of an obligation owed to Unbounce or anyone else;
(c) You shall:
(i) Maintain Confidential Information in confidence (using at least the same measures as for your own confidential information, and no less than reasonable care) and not disclose it to any third party; and
(ii) Only use Confidential Information to perform your obligations under this Agreement or for the purpose such Confidential Information was made available to you.
17. Governing Law
Any claim relating to the Platform or Services shall be governed by the laws of British Columbia, without regard to conflict of laws provisions. Disputes arising under this Agreement shall be resolved in the state and federal courts located in the Vancouver, British Columbia, Canada and subject to their sole and exclusive jurisdiction.
18. Changes to this Agreement
Unbounce may modify this Agreement at any time, including any referenced standards, guidelines, or other documents. While you may be required to click through the modified Agreement to indicate your acceptance, your continued use of any part of the Platform (including any related code, Documentation, app templates, Libraries, Unbounce SDK, APIs, or Sample Code) or maintaining Integrations after the modification constitutes your acceptance to it. If you do not or cannot agree to the modified Agreement, your sole remedy is to terminate your use of the Platform immediately.
(a) This Agreement constitutes the entire agreement between you and Unbounce. It supersedes all prior agreements, negotiations, or other communications between you and Unbounce, whether oral or written, with respect to the subject matter hereof. Except as expressly provided herein, it cannot be modified other than in a writing signed by both parties.
(b) If any provision of this Agreement found invalid or unenforceable, then:
(i) Such provision shall be deemed reformed to the extent strictly necessary to render such provision valid and enforceable, or if not capable of such reformation shall be deemed severed from this Agreement; and
(ii) The validity and enforceability of the other provisions hereof shall not be affected or impaired.
(c) You may not assign this Agreement, whether expressly or by operation of law, without Unbounce’s prior written consent, except to a purchaser of all or substantially all your assets, or to a successor by way of merger, consolidation, or similar transaction; provided, however, under no circumstances may this Agreement be assigned to any competitor of Unbounce, as determined in its sole and exclusive discretion, without Unbounce’s prior written consent. Any attempted assignment in violation of this section shall be void and of no effect. Unbounce may assign this Agreement without restriction or notice to you. Subject to the foregoing, this Agreement shall be binding on the parties and their respective successors and permitted assigns.
(d) Without limiting the other disclaimers set forth herein, you acknowledge and agree that if Unbounce cannot provide the Platform because of any event beyond its control, Unbounce will not be in breach of this Agreement.
(e) The failure to exercise, or delay in exercising, a right, power, or remedy provided in this Agreement or by law shall not constitute a waiver of that right, power, or remedy. Unbounce’s waiver of any obligation or breach of this Agreement shall not operate as a waiver of any other obligation or subsequent breach of the Agreement.
(f) Notices must be in writing and will be deemed provided when delivered. Unbounce may provide notice to the email or physical address associated with your Platform account. Your notices to Unbounce must be sent by first-class mail or prepaid post to:
- Unbounce Marketing Solutions Inc.
500-401 West Georgia St. Vancouver, BC, Canada, V6B 5A1
(g) The parties are independent contractors, and this Agreement does not create any agency, partnership, or joint venture.
(h) The Platform is with only those rights as are granted to all other end users pursuant to the terms and conditions of this Agreement.