Developer Portal Terms of Use

1. Definition

2. General

Your access to and use of the Developer Portal are subject to the Terms of Use. By accessing and using the Developer Portal, you acknowledge that you have read, understand, accept and agree to be bound by these Terms of Use. If you register on the Developer Portal on behalf of a legal entity, you represent and acknowledge that you are authorized to legally bind that entity to these Terms of Use.

3. Developer Portal

To access and use certain, if not all, parts and functionalities of the Developer Portal, you must register first by creating a Developer Account. You must keep your login credentials secret and take any reasonably expected measure to ensure the security of the login credentials. North may in its sole discretion approve or reject your registration without providing any reason(s). You authorize North to communicate with you via the email address provided at registration. You are solely responsible for the accuracy of all information you provide in relation to your registration. You must keep such information up-to-date and accurate throughout the duration of your registration.

4. Trademarks and Software License

4.1. The trademarks, service marks and logos of North (“Marks”) on the Developer Portal are the property of North. You are prohibited from using any of the Marks without the prior written consent of North.

4.2. We grant you a limited, nonexclusive, “as is”, revocable, nontransferable, non-sub licensable, royalty-free license to use the Developer Program Tools made available on this Developer Portal solely for purposes of developing and testing any App compatible with the Software (“Software License”). This Software License and your use of the Developer Program Tools are subject to the Terms of Use. The Software License does not grant you any right or license to conduct or process transactions using the Developer Portal or our other North services or systems, or authorize individuals outside your legal entity to access or use any part or function of the Developer Portal. If you violate this Software License, it will automatically terminate. You may not copy (except for backup purposes), modify, adapt, redistribute, decompile, reverse engineer, disassemble, nor create derivative works of the Developer Program Tools (or any part thereof).

5. Confidential Information

“Confidential Information” means all of the information we provide to you for your use in connection with the Terms of Use and/or the Developer Portal, including documentation and information (including the Documentation) stored in and retrieved from the Developer Portal, processes, programs, testing procedures, software design and architecture, computer code, internal documentation, design and function specifications, product requirements, problem reports, analysis and performance information, and any other information which gives us the opportunity to obtain some competitive business advantage, or the disclosure of which could be detrimental to our interests, or which is: (i) marked “confidential,” “restricted,” “proprietary information,” or contains a similar marking; (ii) known to be considered confidential and proprietary; (iii) received under circumstances reasonably interpreted as imposing an obligation of confidentiality; or (iv) confidential transaction data.

For the avoidance of doubt, Confidential Information does not include information that you obtain or develop independent of (a) the Developer Program Tools made available through this Developer Portal, or (b) North.

6. Termination

The Terms of Use are effective until terminated. North may terminate the Terms of Use, including your Developer Account at any time. If the Terms of Use are terminated, you will stop using the Software, permanently delete it from the equipment, computer systems, or storage devices where it resides, and destroy all copies of the Developer Program Tools in your possession, confirming to North in writing that you have done so. Unless stated otherwise herein, the Terms of Use shall survive its termination or expiration, and the termination or expiration of the Software License.

7. Limitation of Liability

Use of the Developer Portal is at your own risk. You are responsible for evaluating the accuracy, completeness, or usefulness of any information, Developer Program Tools, or other content available on the Developer Portal. North or its Affiliate and each of their respective directors, officers, agents, employees, advertisers, vendors, suppliers, licensors, licensees, or partners are not and shall not be liable to you or any third party for any direct, indirect, special, punitive, exemplary, consequential, or any other damages whatsoever. You waive any and all claims, now known or later discovered, that you or any third party may have against North or its Affiliate and each of their respective directors, officers, agents, employees, advertisers, vendors, suppliers, licensors, licensees or partners arising out of the Developer Portal or any content or information provided to you through the Developer Portal, including the Developer Program Tools. Notwithstanding the foregoing, our total liability to you or any third party for all damages, losses, and causes of action, whether in contract, tort (including, without limitation, negligence), or otherwise under the Terms of Use shall not, under any circumstances, exceed One Hundred U.S. Dollars ($100). The foregoing limitations and exclusions apply except to the extent expressly precluded by applicable law. In all cases, North and its Affiliates and each of their respective directors, officers, agents, employees, advertisers, vendors, suppliers, licensors, licensees, and partners will not be liable for any expense, loss, or damage that is not reasonably foreseeable.

8. Indemnification

You will indemnify, defend, and hold harmless North and its Affiliates and each of their respective directors, officers, agents, employees, advertisers, vendors, suppliers, licensors, licensees, and partners from and against any and all claims, liabilities, damages (actual and consequential), losses, fines, and expenses arising from or in any way related to:

• Your participation in or use of the Developer Portal;
• Your Developer Account;
• Your Apps;
• Your breach of the Terms of Use, including, without limitation, any breach of the Software License;
• Use of the Developer Program Tools;
• Your use of the Marks;
• Trademarks, service marks, names, logos, avatars and similar identifiers, and all other intellectual property you provide in connection with the Developer Portal; or
• Your acts or omissions.

You may not enter into any stipulated judgment or settlement that limits or interferes with our business activities, confesses any level of liability on our behalf, or purports to bind us without our prior express written authorization.

9. Privacy Obligations

At all times, your applications and your use of the Developer Portal and the Developer Program Tools will comply with all applicable laws, regulations, and best practices concerning privacy, data protection, and on demand or downloadable software. For our part, we will treat all information and data you and your users submit to us through use of the Developer Portal in accordance with our Privacy Policy . Developers who are residents of the State of California may have additional individual rights with respect to their own personal information under California privacy law. Please email privacy@nabancard.com for more information regarding your California privacy rights.

10. Warranty Disclaimer and Your Representations

The Developer Portal and Developer Program Tools are provided “as is” without any representations or warranties, and you agree to use them at your sole risk. To the fullest extent permissible by applicable law, North expressly disclaims all warranties of any kind with respect to the Developer Portal and Developer Program Tools, whether express, implied or statutory, including any warranties of merchantability, fitness for a particular purpose, satisfactory quality, accuracy, title, or non-infringement of third party rights. North does not warrant the error free and uninterrupted service of the Developer Portal or the Developer Program Tools. If you notice any problems or security incidents during your use of the Developer Portal, you must notify us immediately via developers@north.com .

You represent and warrant to us that:

• The information you provide us in connection with your registration and use of the Developer Portal is true and correct;
• You own or have properly licensed all rights necessary to develop, distribute, and use your App(s); and
• Your App(s) will not infringe upon the intellectual property rights of any third party.

11. Restricted Activities

In addition to the other restrictions set forth herein, you agree not to:

12. Third Party Content

The Developer Portal may contain third-party content and links to other websites that are independent of the Developer Portal. Such links are included for the convenience of registered users and do not constitute any approval or warranty by North. Moreover, North is not responsible for the accuracy, completeness, or reliability of third-party information, or the products or services offered or sold through any linked websites and you assume sole responsibility for the use of third-party information. Any agreements, transactions, or other arrangements made between you and such third party are made solely at your own risk. When you click on a third-party link, you will leave the Developer Portal. Any personal information you submit on the resulting site will not be collected or controlled by North but may be subject to the privacy notice, terms of service, or other terms of the resulting site. Please review the privacy policy, terms of service, and other terms of the third-party site for more information on its privacy practices.

13. General Terms