ARCTIC DEVELOPER AGREEMENT
Last Updated: September 16, 2020
This Arctic Developer Agreement (“Agreement”) is made between you (either an individual or entity you represent, referred to herein as “you” or “your”) and Arctic Networks Inc. and its affiliates (collectively, “Arctic”) and governs your use of the Developer Tools (as defined below). If you are entering into this Agreement on behalf of a company or other legal entity, you hereby represent that you have the authority to bind such entity to this Agreement. If you do not have such authority or if you do not agree with this Agreement, you may not use the Developer Tools. This Agreement is effective as of the first date that you use the Developer Tools (“Effective Date”)
References to “Arctic” mean (i) Arctic Networks Inc. if you are using the Developer Tools in Canada, the United States, or any other region.
1. Acceptance of this Agreement
1.1 Components of this Agreement. This Agreement is comprised of the following binding agreements (collectively, the “Terms”):
1.2 Acceptance of the Developer Terms. PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY, INCLUDING WITHOUT LIMITATION ANY LINKED TERMS AND CONDITIONS APPEARING OR REFERENCED BELOW, WHICH ARE HEREBY MADE PART OF THIS AGREEMENT. BY USING THE DEVELOPER TOOLS, YOU ARE AGREEING THAT YOU HAVE READ, AND THAT YOU AGREE TO COMPLY WITH AND TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ALL APPLICABLE LAWS AND REGULATIONS IN THEIR ENTIRETY WITHOUT LIMITATION OR QUALIFICATION. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, THEN YOU MAY NOT ACCESS OR OTHERWISE USE THE DEVELOPER TOOLS. CEASE USE OF THE DEVELOPER TOOLS IMMEDIATELY IF YOU BELIEVE YOU ARE UNABLE TO COMPLY WITH THIS AGREEMENT.
1.3 Conflicts. In the event of any conflict between the content in this Agreement and the policies or agreements referenced above, this Agreement controls your use of the Developer Tools.
1.4 Entire Agreement. This Agreement and the Terms incorporated by reference herein comprise the entire understanding and agreement between you and Arctic as to the subject matter hereof, and supersedes any and all prior discussions, agreements and understandings of any kind (including without limitation any prior versions of this Agreement), and every nature between and among you and Arctic.
2. Updates to this Agreement and the Developer Tools
2.1 Right to Update this Agreement. We reserve the right to update this Agreement at any time, so check back often to make sure you are familiar with the most current version. We may update this Agreement as our business or Developer Tools evolve and change, or as new trends affect our Agreement with you.
2.2 Right to Update the Developer Tools. Arctic may elect to provide you with support or modifications for the Developer Tools, in its sole discretion, and may terminate such support at any time without notice. Arctic may change, suspend, or discontinue the Developer Tools, in whole or in part, at any time, including the availability of any Developer Tools. We cannot provide a guarantee that future versions of the Developer Tools will be backwards compatible. You acknowledge that an update, modification, or termination of the Developer Tools may adversely affect how your Application access or communicates with the Developer Tools. You are responsible for ensuring you are able to continue to use the Developer Tools, particularly any tools that are or have undocumented parts.
2.3 Notification. If we make a material change in this Agreement or to your access or use of the Developer Tools, we will provide you with notice on the Arctic service, websites, software applications and clients provided by Arctic (collectively, the “Arctic Services”), or by sending you a notice via the email address we have on file for you. To find out when we last updated this Agreement, please refer to the date listed after “Last Modified” at the top of this Agreement. It is your responsibility to stay up to date with changes to the Developer Tools.
2.4 Acceptance. Your continued use of the Developer Tools following notification of changes to the Agreement constitutes your acceptance of the terms and conditions of this Agreement as modified for you and, if applicable, the entity you represent. Your continued use of the Developer Tools after we push any changes as described above to the Developer Tools will constitute your binding acceptance of such updates or modifications. If any changes are unacceptable to you, your only recourse is to cease all use of the Developer Tools.
3. Your Account
3.1 Registration. In order to use the Developer Tools, you are required to open an Arctic Account and register as a developer by signing into your Arctic Account, accessing your “Settings,” clicking on the “API” tab, and clicking on “+ New App Application.” You will be required to complete a separate application for each Application you want to add. You will be issued a unique identification number, key, password or token (each a “Security Code”) for accessing the Developer Tools and managing your account. You must keep your registration information accurate, complete, and current while you use the Developer Tools.
3.2 Your Account, Your Responsibility. You are responsible for all use that occurs under your account and Security Code, including any activities by you or any third parties that have access to your account information whether authorized or not. If you believe an unauthorized person has gained access to your account or Security Code, you must notify us immediately at [email protected]
3.3 Security Code Responsibilities. To use the Developer Tools, you must use the Security Code in a secure manner so that it is not accessible by unauthorized third parties. You may not sell, sublicense, transfer or otherwise disclose your account or Security Codes to any third party that does not agree with this Agreement. You should take steps to adequately secure your Security Code, you are responsible for its use and any misuse will lead to immediate suspension.
4.1 Developer Tools. “Developer Tools” refers to any and all development applications provided by Arctic, including, but not limited to, Arctic’s application programming interface and any accompanying or related documentation, source code, executable applications and other materials (the “Arctic API”), any data or content obtained from or through the Arctic API (“Arctic Data”), and any other resources or services available at https://developers.arcticix.com/ (the “Developer Services”) pursuant to this Agreement.
4.2 Arctic’s Intellectual Property. As between Arctic and you, the Developer Tools, Arctic logo or name (the “Arctic Marks”), and all intellectual property rights therein and thereto are and shall at all times remain the sole and exclusive property of Arctic and are protected by applicable intellectual property laws and treaties. You may not remove or alter any copyright, copyright protection technology, trademark, or other intellectual property notice contained in or provided through Arctic’s intellectual property. All rights not expressly granted herein are withheld.
4.3 Developer Tools License Grant. Subject to the terms and restrictions set forth in the Terms, Arctic grants you a limited, revocable, non-exclusive, non-transferable and non-sublicensable license solely to use and integrate the Developer Tools and underlying content into your website or application (your “Application”) so that your Application can interface directly with Arctic devices, applications, or services. You agree that your violation of any of the terms in this Agreement will automatically terminate your license to the Developer Tools.
4.4 Open Source and Third Party Software. The Developer Tools may include open source or third party software, and such software is made available to you under the terms of the applicable licenses. Please review the terms of these licenses here.
4.5 License to Arctic Marks. You have no rights with respect to Developer Tools or Arctic Marks except as expressly set forth herein. If you obtain Arctic’s prior written consent, Arctic may provide you with a limited, revocable, non-exclusive, non-transferrable and non-sublicensable license to use and display Arctic Marks solely to attribute the Developer Tools as the source of your Application in accordance with this Agreement and applicable law. If Arctic updates the Arctic Marks that you have the permission to use, you agree to update such Arctic Marks to reflect the most current versions. You must not use any Arctic Marks, or any confusingly similar mark, as the name or part of the name of your Application, or as part of any logo or branding of your Application.
4.6. Limitation. Except as expressly granted in this Agreement, neither party grants the other party any intellectual property rights or other proprietary rights, and that all goodwill generated through your use of such marks is to the sole benefit of Arctic. As between you and Arctic, Arctic, its affiliates, and its applicable licensors retain all intellectual property rights (including all patent, trademark, copyright, trade secret, and other proprietary rights) in and to the Developer Tools and any derivative works thereof. You may use the Arctic Marks only as expressly authorized in this Agreement. If you use any Arctic Marks, you will at no time contest or aid in contesting the validity or ownership of those Arctic Marks or Arctic’s rights in them, including, but not limited to, applying to register any trademark, trade name or other designation that is confusingly similar to the Arctic Marks.
4.7 Public Statements. You must obtain prior written approval from Arctic prior to releasing any statements, written media releases, public announcements and public disclosures, including promotional or marketing materials, relating to Arctic, the Arctic Marks, Developer Services, Arctic Services, Developer Tools or this Agreement.
4.8. Your License Grant to Arctic. During the duration of this Agreement, you grant Arctic, its affiliates and any third parties working with Arctic as development partners, hosting facilities, or in similar capacities, a fully-paid up, royalty-free, non-exclusive, worldwide, transferable, sublicensable, irrevocable right and license under all of your intellectual property rights to:
4.9 Your Intellectual Property Representations and Warranties. You represent and warrant that your Application, including but not limited to the name of the Application and all content in your Application, does not infringe the intellectual property rights of Arctic or any third party. If you believe your Application or Application content infringes any intellectual property rights, please notify us immediately.
4.10 Your License Upon Termination of Agreement. Upon termination of this Agreement and written request from you, Arctic will make commercially reasonable efforts, as determined in its sole discretion, to remove references and/or links to your Application and any of Your Marks from the Arctic Services, Developer Services or Developer Tools. Arctic will not have any other additional obligations to delete references, links or copies of your Application.
5. API Calls and Compliance
5.1 API Calls and Compliance. Arctic may set limits on the number of API calls that you can make or anything else about the Developer Tools at its sole discretion without notice. For example, we may limit your API calls in the interest of service stability. If you exceed the limits, Arctic may moderate your activity or cease offering you access to the Arctic APIs altogether in Arctic’s sole discretion. You agree to such limitations and will not attempt to circumvent such limitations. Arctic may immediately suspend or terminate your access to the Developer Tools without notice if Arctic believes, in its sole discretion, that you are in violation of this Agreement.
6.1 Confidentiality. You may be given access to certain non-public information, software, and specifications relating to the Developer Services, Arctic Services, or Developer Tools (“Confidential Information”), which is confidential and proprietary to Arctic. You may use this Confidential Information only as necessary in exercising your rights granted in this Agreement. You may not disclose any of this Confidential Information to any third party without Arctic’s prior written consent. You agree that you will protect this Confidential Information from unauthorized use, access, or disclosure in the same manner that you would use to protect your own confidential and proprietary information of a similar nature and in no event with less than a reasonable degree of care.
7.1 Termination Procedure. Arctic may immediately terminate or suspend this Agreement, any rights granted herein, and/or your license to the Developer Terms, at its sole discretion, at any time, for any reason by providing notice to you. You may terminate your use of the Developer Tools at any time by discontinuing your use of the Developer Tools. Without limiting the foregoing, we may limit your Application’s access to the Developer Tools in our sole discretion which may negatively affect your Application and/or your business, our Arctic Services, or our ability to provide the Arctic Services. We will not be liable to you or any third party for any costs or damages as a result of termination of this Agreement.
7.2 Obligations Upon Termination. Upon termination of this Agreement:
8. Use Restrictions
8.1 A violation of the restrictions described below will result in suspension or termination of your access or use of the Developer Tools. You agree to follow the restrictions below and you will not encourage or facilitate others to violate these restrictions.
8.2 You shall not, and shall not encourage or authorize others to:
9. Activities Subject to Additional Restrictions
9.1. Activities Subject to Additional Restrictions. Arctic may require you to obtain written consent and complete enhanced on-boarding procedures, and/or may restrict your Application if you would like to create/offer an Application which is designed for or results in any of the following:
10. Compliance with Applicable Laws
10.1 Compliance is Your Responsibility. You may have additional obligations under local law other than those described in this Agreement, particularly if you are located outside Canada or the United States. Such obligations may be more restrictive than this Agreement. Use of Developer Tools does not ensure compliance with such laws, nor is Arctic responsible for your compliance.
10.2 Surveillance. You will not knowingly allow or assist any government entities, public authorities, law enforcement, or other organizations to conduct surveillance or obtain data using your access to the Developer Tools in order to avoid serving legal process directly on Arctic. Any such use by you or an associated legal entity results in a breach of this Agreement.
10.3 Unlawful or Discriminatory Purposes. You will not conduct, engage in or otherwise process End User Personal Information to analyze individuals or groups of natural persons for unlawful or discriminatory purposes. You may seek prior written approval and Arctic may grant an exception to this restriction.
10.4 Export Laws. You will comply with all applicable foreign, federal, state, and local laws, rules and regulations, including without limitation, all applicable laws relating to bribery and/or corruption. The Developer Tools are subject to Canadian and U.S. export laws and may be subject to import and use laws of the country where it is delivered or used. You agree to abide by these laws. Under these laws, the Developer Tools may not be sold, leased, downloaded, moved, exported, re-exported, or transferred across borders without a license, or approval from the relevant government authority, to any country or to any foreign national restricted by these laws, including countries embargoed by the U.S. Government (currently Cuba, Iran, North Korea, Northern Sudan and Syria); or to any restricted or denied end-user including, but not limited to, any person or entity prohibited by the U.S. Office of Foreign Assets Control; or for any restricted end-use.
11. Compliance Audit
11.1 Audit Procedures. Arctic, or a third party agent subject to obligations of confidentiality, shall be entitled to inspect and audit any records or activity related to your access to or use of Developer Tools for the purpose of verifying compliance with this Agreement. Arctic may exercise its audit right at any time upon notice. You will provide your full cooperation and assistance with such audit and provide access to all Developer Tools in your possession or control, applicable agreements and records. Without limiting the generality of the foregoing, as part of the audit, Arctic may request, and you agree to provide, a written report, signed by an authorized representative, listing your then-current deployment of the Developer Tools. The rights and requirements of this section will survive for one (1) year following the termination of this Agreement.
11.2 Non-Compliant Applications. If you believe that someone is violating this Agreement or misusing the Developer Tools, please notify Arctic Support at [email protected]
12. Security and Privacy
12.1 General. We respect the privacy of individuals and End Users accessing or using the Developer Tools and expect you do the same as a condition of using the Developer Tools.
12.2 Representations and Warranties. By accessing or using our Developer Tools, you represent and warrant you will:
12.3 Data Controller. You are solely responsible for your access, use, processing, disclosure and protection of Arctic End User data or Personal Information. To the extent your processing of Arctic End User data or Personal Information is subject to data protection laws in the European Economic Area, the United Kingdom, Switzerland or similar data protection regimes, you agree and acknowledge you are a data controller with regard to your processing of End User data or Personal Information via the Developer Tools.
12.4 Provision of Personal Information to Arctic. Except as expressly requested by Arctic in writing, you will not, and will not assist or permit any third party to, pass information to Arctic that Arctic could use or recognize as Personal Information.
12.5 Privacy and Security Features. You must not circumvent any privacy or security features that are part of the Developer Tools.
12.6 Requirements for Protection of Personal Information. Any Personal Information, as defined by applicable law, collected or obtained via the Developer Tools shall:
13. Complaints and Dispute Resolution
13.1 Complaints. In the event of a complaint, please set out the cause of your complaint, how you would like us to resolve the complaint and any other information you believe to be relevant. We will acknowledge receipt of your complaint if you contact us via our contact page, https://www.arcticix.com/contact
13.2 Governing Law and Venue. Depending on where you are located, the following governing law provisions apply to you:
14. General Provisions
14.1 Indemnification. To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Arctic, its affiliates and their respective directors, officers, employees and agents from and against any and all third party claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorney’s fees) arising out of or accruing from (a) your access or use of the Arctic API, Arctic Data, Arctic Marks, Arctic Services, Developer Services, Developer Tools or your Arctic Account in violation of this Agreement, (b) your infringement of any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defamation of any person or violation of a person’s rights of publicity or privacy, © your breach or alleged breach of any provisions, conditions and representations in the Terms, (d) your Application or business; (e) your gross negligence or willful misconduct; or (f) your failure to secure and keep secret your Security Code, ICE 9 or ICE Tokens or API key(s).
14.2 Limitation of Liability. IN NO EVENT SHALL ARCTIC OR ITS EMPLOYEES, AGENTS, USERS OR PARTNERS BE LIABLE TO YOU OR ANY END USERS FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF OR DAMAGE TO USE, DATA, BUSINESS, GOODWILL OR PROFITS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, ANY AUTHORIZED OR UNAUTHORIZED USE OF YOUR APPLICATION, OR YOUR USE OF THE ARCITC API, ARCTIC DATA, DEVELOPER SERVICES, ARCTIC SERVICES OR DEVELOPER TOOLS. IN ANY CASE, ARCTIC’S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS UNDER THIS AGREEMENT WILL NOT EXCEED $50.00 USD. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT ARCTIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
14.3 Warranty Disclaimer. THE ARCTIC API, ARCTIC DATA, DEVELOPER SERVICES, ARCTIC SERVICES, AND DEVELOPER TOOLS ARE PROVIDED TO YOU “AS IS”, “WHERE IS”, WITH ALL FAULTS, ON AN “AS-AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, AND ARCTIC DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES OR CONDITIONS ARISING OUT OF THIS AGREEMENT, COURSE OF DEALING OR USAGE OF TRADE. ARCTIC DOES NOT WARRANT THAT THE DEVELOPER TOOLS, ARCTIC DATA, ARCTIC API, DEVELOPER SERVICES, ARCTIC SERVICES OR ANY OTHER ARCTIC PRODUCT OR SERVICE PROVIDED HEREUNDER WILL MEET ANY OF YOUR REQUIREMENTS OR THAT USE OF SUCH DEVELOPER TOOLS OR OTHER PRODUCTS OR SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, VIRUS-FREE OR SECURE. THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS AND YOU MAY HAVE WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED. ANY SUCH WARRANTY EXTENDS ONLY FOR THIRTY (30) DAYS FROM THE EFFECTIVE DATE OF THIS AGREEMENT (UNLESS SUCH LAW PROVIDES OTHERWISE).
14.4 Feedback. In the event you choose to provide Arctic with feedback, suggestions or comments regarding the Developer Tools or your use thereof, you agree to provide a fully-paid up, royalty-free, non-exclusive, worldwide, transferable, sublicensable, irrevocable right and license under all of your intellectual property rights to Arctic to use, copy, modify, create derivative works, distribute, publicly perform, grant sublicenses to, and otherwise exploit in any manner such feedback, suggestions or comments, for any and all purposes, with no obligation of any kind to you.
14.5 Independent Contractors. This Agreement does not result in a joint venture, partnership, agency, or fiduciary relationship between you and Arctic. The parties do not intend to create such a relationship under this Agreement. Nothing in this Agreement shall in any way restrict Arctic from pursuing any business activities or from entering into any agreement with any other person or company.
14.6 Miscellaneous. Section headings in this Agreement are for convenience only, and shall not govern the meaning or interpretation of any provision of this Agreement. In the event that Arctic is acquired by or merged with a third party entity, we reserve the right, in any of these circumstances, to transfer or assign the information we have collected from you as part of such merger, acquisition, sale, or other change of control. Each corporate affiliate of Arctic shall be a third party beneficiary to this Agreement, and such corporate affiliate shall be entitled to directly enforce, and rely upon, any provision of this Agreement which confers a benefit on them (including the right to enforce your end user license agreement). Other than the preceding sentence, nothing in this Agreement shall create any third party beneficiaries, or confer any rights in any third parties. You may not assign any rights and/or licenses granted under this Agreement. We reserve the right to assign our rights without restriction, including without limitation to any Arctic affiliates or subsidiaries, or to any successor in interest of any business associated with the Arctic Services or Developer Services. Any attempted transfer or assignment in violation hereof shall be null and void. Subject to the foregoing, this Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns. If any provision of this Agreement shall be determined to be invalid or unenforceable under any rule, law or regulation or any governmental agency, local, state, or federal, such provision will be changed and interpreted to accomplish the objectives of the provision to the greatest extent possible under any applicable law and the validity or enforceability of any other provision of this Agreement shall not be affected. The failure or delay by Arctic to exercise or enforce any right or provision of this Agreement or rights under applicable law shall not constitute a waiver of any such provisions or rights. In the event this Agreement, or any part thereof, is translated into other languages, the English language version of this Agreement shall prevail to the extent there is a discrepancy between versions of the Agreement that is the result of an error in translation. For questions about this Agreement, please contact us via our contact page https://www.arcticix.com/contact or write to us at Arctic Customer Support, 200-62 West 8th Avenue, Vancouver, BC, V5Y 1M7. When you contact us please provide us with your name, developer account email address, and any other information we may need to identify you. If you believe you have experienced unauthorized access to your Account, please contact us immediately at [email protected], or report your claim by phone at +1(778)760-0329
*Disclaimer: Arctic (“Arctic Networks Inc.). Arctic’s communications and communications emanating from its social media community are for informational purposes only and are not intended as an offer or solicitation for the purchase or sale of any financial instrument or as an official confirmation of any transaction. All market prices, data and other information available through Arctic are not warranted as to completeness or accuracy and are subject to change without notice. Any comments or statements made herein do not reflect those of Arctic Networks Inc., its subsidiaries or affiliates.
Note that certain Arctic product features listed are currently in development and will be available soon.
Arctic is currently registered in BC Canada, Getting early access to Arctic is defined as signing up for a place in line in Arctic virtual waiting room. Initially, residents of provinces Arctic is registered in will be notified first, based on current position in line and given an invite to access Arctic’s opening portal miner signup. For those in other provinces where Arctic is awaiting registration, additional portal invites will be given, based on position in line when those Arctic provincial registrations become effective. Gaining early access to Arctic’s virtual waiting room should in no way be construed as confirmation that an account has been or will be approved or opened or created.
System response, execution price, speed, liquidity, market data, and account access times are affected by many factors, including market volatility, size and type of order, market conditions, system performance, and other factors.
All securities and investments and cryptocurrencies are not going to be offered to self-directed customers by Arctic Networks Inc., as we are not yet members of financial regulatory bodies. Cryptocurrency trading is not offered through an account with Arctic. Arctic is not a member of FINRA or SIPC or FINTRAC or other regulators. Cryptocurrencies are not stocks and your cryptocurrency investments are not protected by either FDIC or SIPC. Arctic Labs and Arctic is a wholly owned subsidiary of Arctic Networks Inc.
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