API Marketplace Agreement
Terms of Service
Welcome to Poly Developers!
Poly shall provide to Developer, access to certain Services available at https://developer.poly.com/, including but not limited to associated websites, platforms, portals, programmatic interfaces (“APIs”), software development kits ("SDKs"), software, information, documentation, and other code or capability provided by Poly (collectively the "Services"). By using the Services, you are agreeing to the terms in this Agreement.
If You are using the Services on behalf of your employer, you hereby represent that you are authorized by your employer to bind it to the terms of this Agreement. If your employer does not agree, you must not accept the terms of this Agreement.
As a Developer, you will also have the opportunity to communicate with other developers on a forum portal (the “Forum”). By participating in the Forums, you are agreeing to comply with Poly’s Rules of Participation. (Take a minute to read them here.)
Our Services are diverse, and therefore additional terms may apply. Any such additional terms will be available for You to review when You sign up for the relevant Services. Those additional terms shall be incorporated into this Developer Agreement by this reference, and You shall be bound by the terms upon your use of the relevant Services. If there is a conflict between those additional terms and the terms contained in this Agreement, the additional terms shall govern as to the applicable Service.
Poly may amend the terms of the Agreement at any time in its sole discretion, and Developer agrees that its use of the Services shall be governed by the most recent version of the Agreement.
The Parties may, at any time, agree to a separate written commercial agreement which by its terms may supersede the terms of this Agreement.
Using the Services, Privacy and Communications
Poly hereby grants to Developer, and Developer hereby accepts, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use the Services. Developer may use the Services for its own internal purposes, and/or distribute the applications created by use of the Services in connection with Developer’s commercial products, subject to the terms set forth in this Agreement.
In order to use the Services, Developer must register to establish an account (your “Account”). Poly collects only requests and collects the information necessary to provide registered users access and service. Poly may collect personal information including your (i) data provided by you on registration for the Services and (ii) Internet Protocol address or other unique identifier information associated with your use of the Services. As well as providing the upgrades and related support or other services, this data may be used for sending marketing communications to you (in each case with your express consent where required by applicable law). By registering with Poly to use our Developer information, tools and kits creates no legal partnership or agency relationship between you and Poly. Developer agrees not to represent otherwise.
YOU ARE SOLELY AND FULLY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF THE ACCOUNT USERNAMES AND PASSWORDS. YOU ARE SOLELY AND FULLY RESPONSIBLE FOR ALL ACTIVITIES THAT OCCUR UNDER THE ACCOUNT. You must notify Poly immediately of any unauthorized use of your Account or any other breach of security.
If you choose to close or terminate your Account, you will no longer be able to access the Services or any associated content. The deletion of your Account may be restricted based on contract or other legal requirements. Please contact Poly for further information.
For more information please review Poly privacy Statement located at https://www.poly.com/us/en/legal/privacy/privacy-policy.
Restrictions on Use
(a) Developer shall not assign any rights provided under this Agreement to any third-party, use the Services with any software released under “open source,” or distribute any portion of the Services on a standalone basis. Developer's right to use the Services is specifically limited to the terms as described herein.
(b) Developer shall not (1) remove, destroy or alter any proprietary markings or confidential legends placed upon or contained within the Services; (2) modify the Services in any fashion; (3) perform and/or publish any benchmark or performance testing, (4) publish information provided by the API in a bulk format, (5) use the API in conjunction with deep packet inspection and/or any form of network surveillance technology; to monitor Internet and/or other telecommunications traffic, or (6) decompile, disassemble or reverse engineer the Services.
(c) Developer acknowledges that Developer’s use of the Services may be monitored, tracked, and characterized and that Poly shall have no confidentiality obligations with respect to that data unless otherwise specified herein.
(d) Developer must comply with all domestic and international laws and regulations, including United States export laws and regulations, that are applicable to its use of the Services.
(e) Developers shall not create any application, program or work product of any kind, or post, transmit, distribute, print or otherwise store content utilizing the Services which reasonably could (1) be considered defamatory, libelous, hateful, vulgar, pornographic, obscene, racially, ethnically, religiously, or otherwise biased or offensive, unlawfully threatening, or unlawfully harassing or harmful to any individual, partnership, or corporation, or invasive of another's privacy, (2) infringe on the proprietary rights of a third party, (3) violate or otherwise encroach on the rights of others, (4) contain viruses, worms, corrupt files or other content which may compromise the Services, (5) advocate or support illegal activities, (6) intentionally or unintentionally violate any applicable law, or (7) subject Poly to any legal liability.
(f) The Developer shall ensure that all data and information stored, indexed, retrieved or otherwise caused to be processed by the Services by or at the instruction of the Developer is obtained, transferred, used and/or held within the law of both the United States and any jurisdiction applicable to the Developer and/or any such data and information, that the Developer has obtained and maintains any and all required and appropriate permissions of the owner(s) and/or subjects of such data and information, to store, index, retrieve or otherwise process such data and information.
(g) The Developer shall obtain all permissions required before causing the Services to interact with any external systems whether controlled by the Developer or a third-party. The Developer shall not use the Services in any manner that would cause interference or damage to Poly’s systems or any external system.
(h) In addition to the above, if Developer uses and/or distributes the Services in connection with its commercial products, Developer:
i. may not use the Services to create, or in connection with, products or applications that offer or promote services and/or products competitive with Poly or its affiliates, including any and all products and/or services marketed thereby;
ii. may not use the Services in connection with offering or promoting services and/or products that are damaging to, disparaging of, or otherwise detrimental to Poly, or its respective licensors, licensees, subsidiaries, affiliates and partners;
iii. will conform to all marketing and branding guidelines relating to the Services, as set forth in the Agreement and as amended and agreed to or acknowledged by Developer by using the Services; and
iv. may not proxy, repackage or otherwise provide the Services in any manner that, by an objective examination of product features, represent a significant enhancement of the Services, and does not result in an application substantially different from the Services as provided directly by Poly.
Warranties and Disclaimers
Poly may respond to reported problems that are directly related to the Services but has no obligation to respond within a particular time frame. Poly is not obligated to provide Developer, its customers or any other third-party updates, upgrades, enhancements or modifications to the Services. Developer is solely responsible for providing support for its products.
Poly retains all right, title and interest (including all copyright, trademark, trade secret, and any other applicable intellectual or industrial property rights) in and to the Services. Developer shall clearly identify all Services as the property of Poly. Developer shall not offer, loan, encumber, sell, or otherwise transfer the Services to any third party. Any works, including, without limitation, modules, code, tools, concepts, techniques, inventions, discoveries or improvements that are conceived, made, developed or reduced to practice by Poly with respect to the Services ("Works") shall be owned by Poly. Developer shall reasonably assist Poly to protect Poly's title in and to the Works and, where applicable, to enable Poly to obtain and maintain copyright or other legal protection for the Works. Developer acknowledges and agrees that any feedback, including but not limited to alterations, derivative work, comments, or suggestions it may provide regarding the Services shall be Poly's sole and exclusive property, and Developer hereby irrevocably assigns to Poly all its rights, title, intellectual property, and interest in all feedback. Notwithstanding anything to the contrary in the Agreement, nothing herein shall prevent Poly, its associates, partners, resellers or customers from implementing or independently creating the same or similar functionality as that provided and/or created by Developer using the Services. Subject to the rights of Poly in the Services, Poly claims no ownership of work product created by Developer using the Services, to the extent that such work product does not include any portion or intellectual property of the Services.
Liability for the Services
THE SERVICES SUPPLIED PURSUANT TO THIS AGREEMENT ARE PROVIDED SOLELY "AS IS". DEVELOPER ACKNOWLEDGES THAT THE SERVICES MAY HAVE ERRORS OR DEFECTS. Poly MAKES NO EXPRESS OR IMPLIED WARRANTY OF ANY KIND OR NATURE WITH RESPECT TO THE SERVICES, AND SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE. YOU UNDERSTAND AND AGREE THAT THE SUBMISSION OF ANY CONTENT VIA THE OFFERING(S) OR SITE(S) AND THE DOWNLOAD OR UPLOAD OF ANY CONTENT OR OTHER MATERIAL THROUGH THE OFFERINGS OR SITES IS DONE AT YOUR OWN RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOUR CONTENT OR ANY DAMAGE TO YOUR COMPUTER SYSTEMS OR LOSS OF CONTENT THAT MAY RESULT FROM THE DOWNLOAD OR UPLOAD OF ANY CONTENT OR OTHER MATERIALS VIA THE OFFERINGS OR SITES OR OTHERWISE FROM YOUR USE OF THE SERVICES, OFFERINGS OR SITES.
Poly reserves the right to not release an updated version of the Services, or, at any time, withdraw, terminate or suspend the Services or to impose or alter prices, features, specifications, capabilities, functions, release dates, general availability, or other characteristics of the Services. Developer acknowledges that if Poly makes any changes to the Services, Developer may need to perform additional work to use of the Services at Developer’s expense.
If Developer is dissatisfied with the Services or any part thereof, its sole and exclusive remedy is to discontinue using the Services. Poly shall not be responsible for any loss or damage to Developer, its customers, or any other third parties caused by the Services or by Poly's performance of this Agreement. Developer acknowledges that use of the Services, including in connection with a commercial product as authorized hereunder, is entirely at Developer’s own risk and that Poly has and shall have no obligation or liability whatsoever regarding Developer’s use of the Services, or Poly’s termination, suspension, limitation or modification of the Services. Poly SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF DATA OR ANY OTHER CONTENT, LOST PROFITS, BUSINESS INTERRUPTION, OR ANY OTHER LOSSES), ARISING OUT OF ANY USE OF THE SERVICES OR ANY PERFORMANCE OF THIS AGREEMENT (INCLUDING, WITHOUT LIMITATION, USE, INABILITY TO USE, OR THE RESULTS OF USE OF THE SERVICES, OR SECURITY BREACHES RELATED TO THE SERVICES). DEVELOPER FURTHER AGREES THAT IN NO EVENT WILL Poly’S AGGREGATE MAXIMUM LIABILITY ARISING OUT OF ANY KIND OF CLAIM CONNECTED WITH THE SERVICES EXCEED THE AMOUNT PAID BY DEVELOPER TO Poly TO ACCESS THE SERVICES FOR THE ONE MONTH PERIOD PRIOR TO THE DATE ON WHICH DEVELOPER’S CLAIM AROSE.
Developer shall be liable to Poly for any loss or damage in and to the Services that it causes by its use.
Developer agrees to defend, indemnify and hold harmless Poly (including its affiliates, and their respective officers, directors, employees and agents) from and against all claims, losses, actions or demands (including without limitation, all costs, damages and legal, accounting and administrative fees which may be incurred in connection therewith) alleging or resulting from or in connection with the use, operation or possession of the Services by Developer and/or its customers (including without limitation Developer’s direct or indirect storing, indexing, retrieving or processing of data or information by or through the Services, or from the interaction between the Services and systems controlled either by the Developer or a third-party; Poly’s termination, suspension, limitation or modification of the Services) or Developer’s breach of this Agreement.
Poly shall use reasonable efforts to provide Developer with prompt notice of any claim, action or demand described in this Section, and will reasonably assist Developer (at Developer’s expense) in defending any such claim, action or demand. Poly reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by Developer at Developer’s expense, and, in such case, Developer agrees to cooperate with Poly’s defense of such claim. Poly shall have no indemnification obligation whatsoever in relation to the Services.
All right, title, and interest to all intellectual property with respect to the Services, including that which may be or become protectable by patent, copyright, trademark, trade secret, or similar laws, shall remain exclusively with Poly. Except as expressly provided herein, no license or other right of any kind is granted by Poly’s furnishing the Services to Developer. Developer shall not use Poly's copyrights, trademarks, trade names, or other intellectual property in any way, unless otherwise expressly provided in the Agreement. Poly may terminate at any time your access to the Services and/or remove any content You provide if Poly has any reason to believe that your actions using the Services, including any content uploaded by You, infringe the copyright, trademark, or other intellectual property rights of Poly or any other party.
You agree not to assert, or assist anyone else party in asserting, any action, claim or demand against Poly or any of its agents, employees, officers, licensors, or customers for any infringement of any patent derived from or otherwise based upon (a) any or all of the Services, or (b) Your exercise of any rights granted under this Agreement.
Developer shall not alter, decompile, disassemble, copy, modify, or reverse engineer the Services, or attempt to create a substitute or similar technology through use of or access to the Services. Any alterations made to or suggested for the Services by Developer shall be the exclusive property of Poly, together with all rights therein.
This Agreement is personal to Developer. Developer shall not assign or otherwise transfer any rights or obligations under this Agreement.
Poly may terminate or suspend all or any part of the Services, at its sole discretion, upon notice (including via e-mail) to Developer or immediately without prior notice if Poly discovers (i) a breach of the Agreement by Developer or anyone using Developer’s account, (ii) an infringement of Poly's or others' intellectual property rights, (iii) nonpayment for access to and/or use of the Services, where applicable, (iv) conduct Poly believes is harmful to other users of the Services, or to the business of Poly, or (v) any other circumstance which Poly in its sole discretion determines merits termination. Developer acknowledges that upon termination or suspension by Poly of the API Keys, access to the Services, including without limitation through Licensee’s products, will be immediately discontinued, and Poly will have no liability whatsoever to Developer or to any of Developer’s customers in connection therewith. Developer may terminate the Agreement at any time by ceasing its access and use of the Services, subject to any remaining payment requirements or other terms that may apply. Any remaining payments owed by You for use of the Offering(s), if applicable, shall be charged to You and You agree to pay the fees due within the time period specified. Poly may remove and discard all content uploaded or otherwise stored by You or on your behalf through the Sites and Offerings. All rights and responsibilities which by their intent and context are intended to survive such suspension or termination shall not be affected (including, without limitation, ownership, confidentiality, indemnification, and limitation of liability).
The Services are accessible for use by other users. Developer agrees that Poly is not liable for third party usage of the Services and is not responsible for any third-party materials that may be accessible through the Services.
The Agreement will be governed by and interpreted in accordance with the laws of the State of California without reference to its choice of law provisions. Any suit, action, or proceeding arising from or relating to the Services and/or the Agreement must be brought solely and exclusively in the state or federal courts, as appropriate, in Santa Clara County, California, and You irrevocably consent to the exclusive jurisdiction and venue of such courts in any suit, action or proceedings. If You are a consumer, in the event required by applicable law in your location, any disputes arising in connection with the Agreement may be governed by the laws and the courts of your country and locality where You reside.