Developer Portal Terms of Use

1. Definition

1.1
"Affiliate" means any entity that controls, is controlled by, or is under common control with, directly or indirectly, North.

1.2
"App" means the software application, website, or other interface that you develop, own, or operate that interacts with the Software. 

1.3
"Developer Portal" means the North hosted platform that allows application developers, such as the Developer, to interface with the Developer Program Tools.

1.4
"Developer Account" means the developer account for which you registered and North approved that grants you access to the Developer Program Tools.

1.5
"Developer Program Tools" means the Software and Documentation, and all other tools and information we make available to you for use on or through the Developer Portal. Individually, each tool is a "Developer Program Tool".

1.6
"Documentation" means written documentation, specifications, and help content made available by North on this Developer Portal to (a) aid in installing and using the Software, or (b) otherwise provided by North to you in connection with the Software.

1.7
"Software" means the application program interfaces ("APIs") and software development kits ("SDKs") that North makes available to Developer after successful registration through this Developer Portal.

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.

3.1
Once you have created and are approved for a Developer Account, you are liable and responsible for all activity conducted on the Developer Portal under your Developer Account.

3.2
We may grant you access to certain Developer Program Tools through the Developer Portal.

3.3
Subject to the terms herein, you will be able register your Apps with us through your Developer Account.

3.4
Your registration and use of the Developer Program Tools constitute your agreement to the terms of the Software License. You may not use the Developer Program Tools if you do not accept the terms of the Software License.

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.

5.1
The Developer Portal contains Confidential Information. You agree to protect and safeguard the confidentiality of all such Confidential Information with at least the same degree of care as you protect your own proprietary or confidential information, but in no event with less than a commercially reasonable degree of care.

5.2
All Confidential Information is and remains our property. Unless expressly provided in the Terms of Use, North retains the entire right, title, and interest, including all intellectual property rights, in and to all of the Confidential Information. Access to the Confidential Information shall not be construed as an assignment, grant, option, license, or other transfer of any such right, title, or interest, whatsoever. 

5.3
At any time during the term of the Terms of Use, on North’s request, or on termination of the Terms of Use, you will promptly destroy or return to us all Confidential Information in your custody or control. This provision will survive any termination of this Terms of Use for so long as you are in possession of Confidential Information.

5.4
You agree that we may collect certain usage data and information related to your use of our Developer Program Tools and the Developer Portal, and that we may use such usage data for any business purpose, internal or external, including, without limitation, providing enhancements to the Developer Portal and providing support.

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:

11.1
Provide or otherwise make available the Developer Program Tools in whole or in part (including but not limited to program listings, object, and source program listings, object code, and source code), in any form to any person other than your development team or employees without the prior written consent of North.

11.2
Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.

11.3
Store or archive the Developer Program Tools to your own or a third party’s equipment, computer systems, or storage devices for any unpermitted use.

11.4
Access or use the Developer Portal to create Apps that offer or promote services that may be damaging to, disparaging of, or otherwise detrimental to the Developer Portal users, North, or North’s Affiliate and each of their respective directors, officers, agents, employees, advertisers, vendors, suppliers, licensors, licensees, or partners.

11.5
Collect personal information of any of our users, customers, directors, officers, agents, employees, advertisers, vendors, suppliers, licensors, licensees, or partners. 

11.6
Use robots, spiders, crawlers, scraping, or other similar technology to access or use Confidential Information or any North sites or services to obtain any information beyond what North provides to you within through your Developer Account.

11.7
Use the Developer Portal or Developer Program Tools in a manner that North deems excessive or abusive usage or otherwise fails to comply or is inconsistent with intent of these Terms of Use (including, without limitation, the Software License and Documentation).

11.8
Use the Developer Portal in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the United States or other countries).

11.9
Send, knowingly receive, upload, download, use, or re-use any material that does not comply with the standards set out in these Terms of Use (including, without limitation, the Software License and Documentation).

11.10
Engage in any other conduct that restricts or inhibits anyone's use or enjoyment of the Developer Portal, or which, as determined by us, may harm North or its Affiliate and or any of their respective directors, officers, agents, employees, advertisers, vendors, suppliers, licensors, licensees, or partners, or expose them to liability.

11.11
Use any manual or other process to monitor or copy any of the material on the Developer Portal (including, without limitation, the Developer Program Tools), or for any other purpose not expressly authorized in these Terms of Use (including, without limitation, the Software License and Documentation), without North’s prior written consent.

11.12
Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Developer Portal, the server on which the Developer Portal is stored, or any server, computer, or database connected to the Developer Portal.

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

13.1
The Terms of Use do not supplement, modify, or replace any of the terms and/or conditions of any merchant, partner, or other agreements between you and North or its Affiliates, unless otherwise expressly set forth in such other agreement.

13.2
These Terms of Use, and any additional terms applicable to any Developer Program Tool and your use of the Developer Portal, shall be governed by and construed in accordance with the internal laws of the State of Michigan without giving effect to any choice or conflict of law provision or rule (whether of the State of Michigan or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the State of Michigan.

13.3
In case any provision of these Terms of Use is or becomes illegal, invalid, or unenforceable, the legality, validity, or enforceability of any other provision will not be affected.

13.4
Nothing in these Terms of Use is intended to or shall create a partnership, agency, joint venture, or co-owner relationship between North and you. North nor you shall have the authority to act in the name of, act on behalf of or otherwise bind the other party.

13.5
North’s option not to take immediate action upon your violation of any of these Terms of Use will not constitute a waiver of North’s rights related to that violation or any subsequent violation of these Terms of Use.

13.6
Nothing herein prohibits or restricts North from developing, publishing, or selling apps, content, and other products or services that may be similar to or competitive with your Apps and/or content. Nothing in the Terms of Use will restrict or prevent North from creating and fully exploiting such apps, content, and other items, without any obligation to you.

13.7
We may add or change features and functionality to the Developer Portal at any time. We may discontinue, modify, or change the Developer Portal, the Developer Program Tools, and our related systems and services at any time and may not tell you in advance. Modifications and changes to the Developer Portal, Developer Program Tools, or North’s services and systems may affect your Apps or Developer Account. We will have no liability or obligation to you for any modifications or changes we make to the Developer Portal, Developer Program Tools, or our services or systems.

13.7
Each Affiliate is a third party beneficiary to the Terms of Use and such Affiliates are entitled to directly enforce, and rely upon, any provision of the Terms of Use which confer a benefit on (or provides rights in favor of) them. No other person or company is a third party beneficiary to the Terms of Use.