Developer Terms

Thank you for your interest in developing for the Turning application!

Turning Technologies, LLC (“Turning”) offers various tools and documentation, such as APIs, API SDKs, code, software, scripts, buttons, widgets, app keys, access tokens and developer pages and documentation (collectively, "Developer Tools") for site developers, application developers, API partners and others who may be integrating Turning features or functionality into their sites, products or services. These Developer Terms of Use ("Developer Terms”) apply to your access to and use of the Developer Tools. If there is a conflict between these Developer Terms and any additional terms we provide that are applicable to a given set of Developer Tools, the additional terms will control for that conflict.

By accessing and using the Developer Tools, you agree to these Developer Terms, as well as our Terms of Use, Privacy Policy, Acceptable Use Policy and Brand Guidelines. If you’re using the Developer Tools for an organization, you're agreeing to these Developer Terms on behalf of that organization and represent and warrant that you can do so. Note that any capitalized terms not defined in these Developer Terms have the meanings set forth in our End User Subscription Agreement.

If you have any questions about these Developer Terms, please contact us.

1. Our Subscription to You

1.1. Our Developer Tools. Subject to these Developer Terms, we grant you a limited, non-exclusive, non-transferable and revocable subscription to use the Developer Tools to develop, test and support Developer Products (defined below). You acknowledge that Turning retains all worldwide right, title and interest in the Developer Tools, including without limitation all intellectual property rights therein, and these Developer Terms don't grant you any rights in any of our Services or the content accessed through them. If you acquire any rights in the Developer Tools, by operation of law or otherwise, you will, at no expense to Turning, immediately assign such rights to Turning. Some of the software used in the Developer Tools may be offered under an open source subscription that we may make available to you. There may be provisions in the open source subscription that override some of these Developer Terms.

1.2. Our Brand Assets. You may use the words, phrases, symbols, designs and other distinctive brand features associated with Turning and our Services (collectively, “Brand Assets”) provided in the Developer Tools, provided that your use complies with these Developer Terms, any documentation provided with the Developer Tools and our Brand Guidelines. You agree that any goodwill derived from your use of the Brand Assets benefits only Turning. If you acquire any rights in the Brand Assets, by operation of law or otherwise, you will, at no expense to Turning, immediately assign such rights to Turning.

1.3. Template Source Code. The Developer Tools include source code that you may use to build products (“Templates”). You own any Developer Products you develop using the Templates, subject to Turning’s ownership of the Templates. You may only use the Templates to develop products for use with or within the Turning application. You may not use the Templates for any purpose that Turning deems, in its sole discretion, to be competitive or in conflict with Turning’s interests. If you are a tools developer who creates a Developer Product for a client, you may transfer the Developer Product to your client, provided that you comply with these Developer Terms. Any Developer Product that includes any portion of the Templates must include the following notice: “Portions Copyright © 2018 Turning Technologies, LLC.”. This code is licensed to you pursuant to these Developer Terms. You may only use this code for the development of products for use with or within the Turning application, and in compliance with the Developer Terms. TO THE FULLEST EXTENT PERMITTED BY LAW, TURNING PROVIDES ITS CODE TO YOU ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.”

2. Your License to Us

2.1. Definitions. A "Developer Product" is any product or service that accesses or uses the Developer Tools, and includes work completed to create new widgets, extensions to the application, add-ons or plug-ins, enhancements of existing Turning widgets, and enhancements of any other existing Developer Product. “Your Users” means any users of your Developer Product. "Marks" means all trademarks, service marks, logos or trade names used to identify a party and its products and services.

2.2. License to Your Developer Product. By using the Developer Tools, you agree that we may: (a) collect and use information from you and Your Users as described in our Privacy Policy; (b) use automated methods to analyze your Developer Product; and (c) review or monitor the Developer Tools (including without limitation how our Services are being accessed and used), for purposes like quality control, improving the Services and verifying your compliance with these Developer Terms. You agree that we have no obligation to do so. We agree that these Developer Terms do not grant us ownership of your Developer Product.

2.3. License to Marks. You grant to Turning a non-exclusive, non-transferable, perpetual license to use your Marks and descriptive materials you publish about your Developer Product or use of the Developer Tools, as well as any portion of your Developer Product, solely in connection with the promotion of the Services and to acknowledge or promote your use of the Developer Tools. We agree that these Developer Terms do not grant us ownership of your Marks, and any goodwill derived from use of your Marks benefits only you.

3. Your Representations and Warranties

You represent and warrant that: (a) all information you have provided and will provide to Turning is true, accurate and complete; (b) you have the full right, power and authority to make, distribute, operate, support and promote your Developer Product, use the Developer Tools and enter into these Developer Terms; and (c) your Developer Product, its contemplated use and your use of the Developer Tools will not violate the intellectual property or other rights of others, or violate any laws.

4. Your Use of The Developer Tools

4.1. Complying With Our Policies. Any use of the Developer Tools must comply with the Turning policies and requirements set forth in the Services or other documentation provided by Turning, which may be modified from time to time.

4.2. Prohibited Actions. You, your use of the Developer Tools and your Developer Product may not, and may not attempt to, do any of the following:

4.2.1. Violate, or encourage or facilitate the violation of, these Developer Terms, or our End User Subscription Agreement, Privacy Policy, Acceptable Use Policy and Brand Guidelines.

4.2.2. Access or attempt to access the Developer Tools by means other than as described in the documentation provided by Turning. If you are assigned developer credentials (e.g., client IDs), you must use them with the applicable Developer Tools and cannot misrepresent or mask either your identity or your client’s identity when using the Developer Tools.

4.2.3. Mislead, confuse or surprise Your Users. For example, your Developer Product should be transparent with Your Users about what it does, and you should obtain Your Users’ consent to: (a) modify Your Users’ account settings, data or device; (b) store or share Your Users’ content; or (c) attempt to gain any rights to Your Users’ content.

4.2.4. Violate any applicable laws, regulations and third party rights (including without limitation laws regarding the import or export of data or software, privacy and local laws) related to your use of the Developer Tools.

If we believe, in our sole discretion, that you have violated or attempted to violate any term, condition or the spirit of any of these rules, your subscription to and ability to use and access the Developer Tools may be temporarily or permanently revoked, with or without notice.

4.3. Usage Limits. Turning sets and enforces limits on your use of the Developer Tools (e.g., limiting the number of API requests that you may make or the number of users you may serve), in our sole discretion. You may not, and may not attempt to, circumvent such limits.

4.4. Information about Your Users. If you collect information from or about Your Users via your Developer Product or the Developer Tools, you must ensure that such information is collected, processed, transmitted, maintained and used in compliance with all applicable laws, industry standard security practices and a privacy policy that you post and make clearly available to Your Users.

5. Third Party Services and Sites

Our Developer Tools may be integrated with various Third Party Services. We don't control Third Party Services, and we’re not liable for Third Party Services or for any transaction you may enter into with them. Your security when using Third Party Services is your responsibility. If you or Your Users access any Third Party Services, you do so at your own risk. You also agree that Turning may, at any time and at its sole discretion, and with or without notice, suspend, disable access to or remove any Third Party Services, without any liability to you. The Services also may contain links to third party sites. When you access third party sites, you do so at your own risk. We don’t control and are not liable for those sites.

6. Confidentiality

You may be given access to certain non-public information, software, and specifications related to the Developer Tools (“Confidential Information”), which is confidential and proprietary to Turning. You may use this Confidential Information only as necessary in exercising your rights granted in these Developer Terms. You may not disclose any of this Confidential Information to any third party without Turning’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. Feedback

We love hearing from developers and we’re always interested in learning about ways we can improve Turning. If you choose to submit feedback, ideas or suggestions, you agree that we are free to use them without any restriction or obligation to you.

8. Termination.

You may stop using our Developer Tools at any time, with or without cause or notice. Turning may terminate or suspend the Developer Tools or these Developer Terms, or your access to the Developer Tools, at any time, for any reason, with or without notice. Upon any termination or suspension of access, you may lose access to content, materials or other information that you provided to Turning related to your Developer Product or through the Developer Tools. Upon termination, you continue to be bound by Sections 2, 4.2, 5-12 and 14 of these Developer Terms.

9. Warranty Disclaimers

To the fullest extent permitted by law, Turning makes no warranties, either express or implied, about the Developer Tools. The Developer Tools are provided “as is.” Turning also disclaims any warranties of merchantability, fitness for a particular purpose and non-infringement. No advice or information, whether oral or written, obtained by you from Turning shall create any warranty. Turning makes no warranty or representation that the Developer Tools will: (a) be timely, uninterrupted or error-free; (b) meet your requirements or expectations; or (c) be free from viruses or other harmful components. Our Developer Tools are controlled and operated from the United States, and we make no representations that they are appropriate or available for use in other locations. Some places don't allow the disclaimers in this paragraph, so they may not apply to you.

10. Limitation of Liability

To the fullest extent permitted by law, in no event will Turning be liable with respect to any claims arising out of or related to the Developer Tools or these Developer Terms for: (a) any indirect, special, incidental, exemplary, punitive or consequential damages; (b) any loss of profits, revenue, data, goodwill or other intangible losses; (c) any damages related to your access to, use of or inability to access or use the Developer Tools, including without limitation interruption of use or cessation or modification of any aspect of the Developer Tools; (d) any damages related to loss or corruption of any content or data, including without limitation User Content and Developer Product data; (e) any User Content or other conduct or content of any user or third party using the Developer Tools, including without limitation defamatory, offensive or unlawful conduct or content; or (f) any Third Party Services or third party sites accessed via the Developer Tools. These limitations apply to any theory of liability, whether based on warranty, contract, tort, negligence, strict liability or any other legal theory, whether or not Turning has been informed of the possibility of such damage, and even if a remedy set forth herein is found to have failed its essential purpose. To the fullest extent permitted by law, in no event shall the aggregate liability of Turning for all claims arising out of or related to the Developer Tools and these Developer Terms exceed the greater of twenty dollars ($20) or the amounts paid by you to Turning in the twelve (12) months immediately preceding the event that gave rise to such claim. Some places don't allow the types of limitations in this paragraph, so they may not apply to you.

11. Indemnification

To the fullest extent permitted by law, you agree to indemnify and hold harmless Turing from and against all damages, losses and expenses of any kind (including without limitation reasonable attorneys' fees and costs) arising out of or related to: (a) your breach of these Developer Terms; (b) your Developer Products; (c) any claims from Your Users; and (d) your violation of any law or regulation or the rights of any third party.

12. Governing Law and Jurisdiction

These Developer Terms and the Developer Tools shall be governed in all respects by the laws of the State of Ohio, without regard to its conflict of law provisions. Any claims arising out of or related to the Developer Tools must be brought exclusively in the federal or state courts of Mahoning County, Ohio, and you and Turning consent to venue and personal jurisdiction in those courts. Any claim arising out of or related to these Developer Terms and the Developer Tools must be brought within one (1) year after the date the party asserting the claim first knows or reasonably should know of the act, omission or default giving rise to the claim.

13. Modifications

13.1. Modifications to Developer Tools. Our Developer Tools are constantly evolving as we refine, add and potentially remove features with the needs of our users and developers in mind, so please check in regularly to see the latest versions. You acknowledge that any such modifications may have an adverse effect on your Developer Product, including without limitation changing the manner in which it communicates with the Services, and you agree that Turning shall not be liable to you in any way for such adverse effect. We’ll try to inform you of any changes with reasonable notice so you can adjust your use of the Developer Tools, but you agree that we’re not under any obligation to do so.

13.2. Modifications to Developer Terms. We may modify these Developer Terms periodically, and we’ll always post the most current version on our site. If a modification meaningfully reduces your rights, we'll notify you in accordance with the procedures set forth in our End User Subscription Agreement.

14. Additional Terms

These Developer Terms, together with our End User Subscription Agreement, Privacy Policy, Acceptable Use Policy and Brand Guidelines, constitute the entire agreement between you and Turning concerning the Developer Tools and supersede and replace any other prior or contemporaneous agreements, or terms and conditions applicable to the Developer Tools. These Developer Terms create no third party beneficiary rights. Our failure to enforce any provision of these Developer Terms is not a waiver of our right to do so later. If any provision of these Developer Terms is found unenforceable, the remaining provisions will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights under these Developer Terms, and any such attempt will be void. We may assign our rights under these Developer Terms to any of our affiliates or subsidiaries, or to any successor in interest of any business associated with the Developer Tools.

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