TeamViewer APP Developer Agreement

Transcription

1 TeamViewer APP Developer Agreement 1 Preamble PLEASE CAREFULLY REVIEW THE FOLLOWING TERMS AND CONDITIONS OF THIS APP DEVELOPER AGREEMENT ( Agreement ). This Agreement is a legal agreement between TeamViewer GmbH ( TeamViewer ) and you as a developer of Applications ( App ) for the use of TeamViewer Application Programming Interface ( API ) and/or any other TeamViewer Integrations, in particular but not limited to the TeamViewer Software Development Kit ( SDK ) (together with the API referred to as Integrations ). By clicking I accept or downloading or otherwise creating or making available an App with Integrations, you are consenting to all of the terms and conditions of this Agreement and warranting that all information you provide to TeamViewer under or in connection with this Agreement, in particular but without limitation your contact details and personal data, is true, accurate, current, and complete. If you do not agree to any of the terms of this Agreement, please stop the registration process and refrain from using Integrations with any of your Apps. 2 Subject 2.1 Purpose / Priority of EULA with regards to the SDK The purpose of this Agreement is to permit you to develop and make available Apps with Integrations to users under EULA ( User ). In order to develop or make available Apps or App concepts, you must open a TeamViewer account and in particular agree to the terms of the TeamViewer End User License Agreement ( EULA ), available under In case of any inconsistencies between this Agreement and the EULA, the EULA shall prevail. This applies in particular to commercial users of the SDK in connection with the Warranty and Termination under Section 8 and 10 of this Agreement. 2.2 Content You may develop and make available Apps that interact with Integrations. Any content you make available in connection with the Integrations is subject to the requirements of this Agreement. The foregoing also applies to any updates you make available. You understand that Users may elect to receive updates automatically, and you agree not to commence any updated behavior without first providing notice and obtaining any consent as may be required by applicable law. TeamViewer APP Developer Agreement Page 1 of 8

2 You are solely responsible for any content you make available in any connection with the Integrations, including any third party content and rights affected. TeamViewer has no responsibility or liability for your content or any content made available through your Apps. You may work with service providers as necessary to facilitate your performance under this Agreement only if you subject your service providers to all of the conditions and restrictions of this Agreement. Any act or omission by your service provider(s) amounting to a breach of this Agreement will be deemed a breach by you. 2.3 Promotion. Subject to prior written approval by TeamViewer, you are entitled to insert placement or promotion of on your App using the API. 2.4 No Guarantee of Availability TeamViewer makes no guarantees with respect to the availability or uptime of any API or other TeamViewer sites or services. TeamViewer may conduct maintenance on or stop or suspend providing the API or its sites or services, at any time with or without notice to you. TeamViewer may change the method of access to the API at any time. Further, TeamViewer makes no guarantees with respect to the functionality of the SDK with your operating system or devices, in particular, but not limited to any upcoming versions of ios and Android. 2.5 Third Party Rights Your App (including any updates) or any of your activities relating to TeamViewer, including, but not limited to the Integrations must not infringe or misappropriate any rights, in particular but without limitation intellectual property or personal right, of any third party. You will obtain and maintain all necessary rights, clearances and consents, and pay all performance, licensing and reuse fees. If TeamViewer receives a claim from a third party requesting that your App infringes or misappropriates any rights of a third party, TeamViewer may refer that claim to you. You must comply with the notice as soon as reasonably practicable. If you discover that your App violates the terms of this Agreement, you must immediately notify TeamViewer and co-operate with TeamViewer to amend the App in so far that it complies with the terms of this Agreement. In case TeamViewer points out third party rights in its Integrations, you agree to point out those rights to the Users of your App as well. TeamViewer APP Developer Agreement Page 2 of 8

3 3 Review / Disconnection 3.1 You agree that TeamViewer may review, evaluate, monitor or audit ( Review ) your App (including any updates) or activities relating to TeamViewer at any time, in particular but without limitation in order to determine whether they comply with this Agreement and other policies made available to you (if any). 3.2 TeamViewer may further change or discontinue the availability of API at any time; disconnect any App from the API at any time for any reason or no reason. 3.3 TeamViewer also reserves the right to take other corrective action as it deems appropriate in the event that TeamViewer receives complaints from Users about your Apps or your actions, including warnings, requests to solve the matter or conducting own investigations. This also includes, but without limitation, TeamViewer s right to suspend your access to the Integrations if TeamViewer believes that you are in violation of these terms 4 Privacy You herewith guarantee to TeamViewer that you will also strictly abide the data protection laws with regards to any data of Users. You are responsible for informing Users of your privacy policy. Your privacy policy must, in particular but without limitation (i) comply with applicable laws and regulations, (ii) inform Users of the information collected by your App and how that information is used, stored, secured and disclosed, and (iii) describe the controls that Users have over the use and sharing of their information, and how they may access their information. Section 9 of this Agreement (Indemnification) will apply accordingly. 5 Restrictions 5.1 General Restrictions You may not use or access (nor facilitate or enable others to use or access) your App, the API or any other content of TeamViewer in any way that may be used to violate this Agreement, the EULA or any other TeamViewer policy or applicable law. 5.2 SDK Restrictions In any connection with using the SDK, the following restrictions apply: TeamViewer APP Developer Agreement Page 3 of 8

4 You will not create, develop or use any program, software or service which removes the SDK graphical user interface including the session icon, the TeamViewer banner and info layer in any App using the SDK or any other product incorporating the SDK,. You will not decompile, reverse engineer, disassemble, attempt to derive the source code, decrypt, modify or create derivative works of the SDK or any related software, except to the extent that applicable law expressly prohibits this restriction. You will not file any patent or other applications for intellectual property protection with respect to the SDK without TeamViewer s express written consent. You will not incorporate, link, distribute or use any third party software or code in conjunction with the SDK in such a way that: (i) creates or purports to create obligations with respect to the SDK, or (ii) grants or purports to grant to any third party any rights to or immunities under any TeamViewer intellectual property rights or proprietary rights. Without limiting the generality of the foregoing, you will not incorporate, link, distribute or use the SDK with any code or software licensed under any third party or open source license (including, without limitation, any open source license listed on (each, an Open Source License ) in any manner that could cause or could be interpreted or asserted to cause the SDK to become subject to the terms of the Open Source License. 5.3 Third Party Use of the SDK You agree that any sub license of the SDK and/or any other third party use of the SDK in connection with your approval is subordinate to, and must be under the same terms and conditions of this Agreement, and will not include the right for any sub licensee to grant further sub licenses. In any case you will remain responsible towards TeamViewer, also for any such third party use as described in the foregoing sentence. Section 9 of this Agreement will apply accordingly. 6 Modifications 6.1 Modification of this Agreement TeamViewer may from time to time change the terms of this Agreement. TeamViewer will post the amended terms and therewith the most current version of the Agreement on This current version will entirely replace all previous versions TeamViewer APP Developer Agreement Page 4 of 8

5 of the Agreement and will be effective upon posting on IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT BY SENDING A TERMINATION NOTICE TO TEAMVIEWER BEFORE ANY FUTURE USE. The termination notice will be effective on the date it is received by TeamViewer. YOUR USE OF INTEGRATIONS AFTER THE DATE ON WHICH CHANGES BECOME EFFECTIVE WILL CONSTITUTE YOUR ACCEPTANCE OF SUCH CHANGES. 6.2 Modification of the API, Sites and Services TeamViewer may modify any TeamViewer site or service or any of the benefits and/or features provided in connection with your use of the API at any time. Modifications may affect your App and may require you to make changes to your App at your own cost to continue to be compatible with or interface with the API or TeamViewer sites or services. Section 7.1 shall apply accordingly with regards to the effectiveness and your acceptance of the amendments. 7 Ownership and Licensing 7.1 Ownership As between TeamViewer and you: (i) TeamViewer retains all rights, title and interest in and to all intellectual property rights embodied in or associated with Integrations, any and all TeamViewer sites or services, and any content TeamViewer created or derived therefrom; and (ii) you retain all rights, title and interest in and to all intellectual property rights embodied in or associated with your App, excluding the aforementioned rights in this Section 7.1 (i) above owned by or licensed to TeamViewer. You are only entitled to insert, display or otherwise use any TeamViewer trade names, trademarks, service marks, logos, domain names or any other intellectual property rights embodied in or associated with TeamViewer after explicit prior written approval by TeamViewer. All license rights (under any applicable intellectual property right) granted to you by TeamViewer are not sub licensable, transferable or assignable. 7.2 License Only with regards to the API, you agree that TeamViewer, in its sole discretion, may use your trade names, trademarks, service marks, logos, and domain names for the purpose of advertising or publicizing your use of the API. Unless otherwise provided for under this Agreement, if you make TeamViewer APP Developer Agreement Page 5 of 8

6 available an App, you direct and authorize TeamViewer and its affiliates to host, link to, and otherwise incorporate the App into TeamViewer services and to carry out any copying, modification, distribution, internal testing, or other processes TeamViewer deems necessary. From time to time, TeamViewer may invite you to provide testimonial about the API, which may be used for advertising purposes. 7.3 Competitive or Similar Materials In no event will TeamViewer be precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing or developing for third parties, as well as marketing and distributing, materials which are competitive with your App or other products or services provided by you, irrespective of their similarity to your current products or products that you may develop. 7.4 No Claim for Compensation TeamViewer s exercise of the rights you grant under this Agreement will not obligate TeamViewer or its subsidiaries to pay any third party any amounts. 8 Warranties THE INTEGRATIONS ARE PROVIDED TO YOU AS IS. TEAMVIEWER DOES NOT WARRANT THAT THE SPECIFICATIONS OR FUNCTIONS CONTAINED IN THE INTEGRATIONS WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE INTEGRATIONS WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE INTEGRATIONS WILL BE CORRECTED. FURTHERMORE, TEAMVIEWER DOES NOT WARRANT THAT THE INTEGRATIONS WILL INTERFACE OR WORK WITH ANY OF YOUR OR THIRD PARTY PRODUCTS. TEAMVIEWER FURTHER MAKES NO GUARANTEES WITH RESPECT TO THE FUNCTIONALITY OF THE INTERGRATIONS WITH YOUR OPERATING SYSTEM OR DEVICES, IN PARTICULAR, BUT NOT LIMITED TO AN UPCOMING VERSIONS OF ios AND ANDROID. 9 Indemnification You agree to indemnify and hold TeamViewer harmless from any claim, loss, demand, or damage, including reasonable attorneys' fees, asserted by any third party, including without limitation User, due to or arising out of your culpable breach of any provision of this Agreement, your negligent or wrongful acts, and/or your violation of any applicable laws. TeamViewer APP Developer Agreement Page 6 of 8

7 10 Term, Termination This Agreement will remain in effect until the expiration of the license term under EULA or terminated otherwise. The termination will be effective on the date the related termination notice of one party is received by the other party. In case you are a private user, you or TeamViewer may terminate this Agreement at any time for any reason or no reason. Regarding termination of this Agreement in connection with the use of API, TeamViewer may retain a copy of the affected Apps, indefinitely. TeamViewer may reproduce and continue to make the App available only to Users who previously downloaded your App, or for storage management, backup and restore, or technical reasons. The following Sections will survive any termination of this Agreement: [1] PreamblePreamble, [4] PrivacyPrivacy, [5] RestrictionsRestrictions, [77] Ownership and LicensingOwnership and Licensing, [99] IndemnificationIndemnification, [1111] OthersOthers. 11 Others 11.1 Governing Law, Place of Jurisdiction This Agreement shall be governed by the laws of Germany without recourse to the Conflict Law. TeamViewer and you consent to the exclusive jurisdiction of the courts located in Goeppingen, Germany Export Restrictions, U.S. Government Rights You acknowledge that the SDK, including without limitation the distributable code, may include encryption software that may be subject to export, import, and/or use controls by Government Authorities by way of law or regulation. You agree that the SDK will not be exported, imported, used, transferred, or re-exported except in compliance with the laws and regulations of the national and/or other (sub-national and/or supranational) government authorities with authority over the country(ies) and/or territory(ies) from which the SDK is being exported or to which the the SDK is being imported (collectively, the "Government Authority(ies)"). TeamViewer APP Developer Agreement Page 7 of 8

8 11.3 Severability In the event this Agreement is found illegal, invalid or unenforceable, in part (or part of any provision), the effectiveness of the remainder of the Agreement is not affected. You and TeamViewer shall agree on a provision that best reflects the respective clause and that is legal, valid and enforceable Notices All notices to TeamViewer must be made in writing, and an shall be sufficient. All notices must be addressed to: TeamViewer GmbH Legal Department C/O: General Manager Jahnstraße Goeppingen Germany legal@teamviewer.com TeamViewer APP Developer Agreement Page 8 of 8