Crossbeam Developer Terms

Thanks for your interest in Crossbeam’s developer program (“Developer Program”), which helps you build great Extensions and list them in our Marketplace for end users to discover. These Crossbeam Developer Terms (“Terms”) govern participation in the Developer Program and are a contract between Crossbeam, Inc. (“Crossbeam”, “we” or “us”) and the person or organization registering for the Developer Program (“Developer” or “you”). Certain capitalized terms are defined in Section 23 (Definitions) and others are defined contextually in these Terms. Please read these Terms carefully.

By clicking “I agree” or accessing the Crossbeam Toolkit, you agree to these Terms. If you are participating in the Developer Program on behalf of an organization, you are agreeing to these Terms on behalf of the organization and must have the authority to bind the organization to these Terms. If you lack that authority or do not agree to these Terms, you may not participate in the Developer Program.Crossbeam may modify these Terms from time to time, subject to Section 19 (Changes to Terms) below.

Registration. To join the Developer Program, you must complete Crossbeam’s then-current registration requirements.

Use of Crossbeam Toolkit.Our Crossbeam Toolkit helps you build apps, add-ons and features that integrate with the Crossbeam Service (“Extensions”). Once we grant access, you may use the Crossbeam Toolkit to build Extensions in accordance with these Terms. You and your Extensions must comply with the Crossbeam Documentation.

Approval.Your participation in the Developer Program and your Extensions are subject to Crossbeam’s ongoing approval in its sole discretion. We reserve the right to test Extensions for security, performance and other criteria, and you agree to provide us with access to your Extensions and other reasonably requested information at any time upon request. We may change our approval processes at any time.

Use of the Crossbeam Service. Manyof our developers are also end users of the Crossbeam Service. Your use of the Crossbeam Service itself remains subject to the Crossbeam Terms, as these Terms grant no rights to the Crossbeam Service. If you do not already use the Crossbeam Service, register here for a free account. Crossbeam may separately grant you access to the Crossbeam Service through a staging instance, sandbox account or other means for development purposes (“Developer Access”). Developer Access is granted under Section 18 (Trials and Betas) of the Crossbeam Terms of Service available here (as may be updated from time to time) and subject to any additional rules or restrictions included in the Crossbeam Documentation.

Restrictions. You may only use the Crossbeam Toolkit as permitted in these Terms. You will not (and will not permit anyone else to): (a) access the Crossbeam Toolkit except through means and authentication methods we provide; (b) attempt to circumvent any of the Crossbeam Toolkit’s access or usage limits; (c) sublicense, sell or grant third parties access to the Crossbeam Toolkit or any end user account; (d) use the Crossbeam Toolkit for competitive purposes or to operate Extensions that substantially replicate features of the Crossbeam Service; (e) reverse engineer, modify or create derivative works of the Crossbeam Toolkit or Crossbeam Service; (f) make calls to the Crossbeam Toolkit or Crossbeam Service not driven by bona fide end user requests (except for reasonable testing); (g) publish benchmarks, performance information, analytics or other aggregate data about or derived from the Crossbeam Toolkit, Crossbeam Service or End User Data; (h) test the capabilities or security of the Crossbeam Toolkit or Crossbeam Service or disrupt their integrity or performance; (i) use the Crossbeam Toolkit for any unlawful, infringing or offensive purpose; (j) use the Crossbeam Toolkit with any Extension that constitutes spyware, adware or malicious code or send any malicious code to the Crossbeam Toolkit or Crossbeam Service; or (k) access or use End User Data except for the benefit of the applicable authorizing individual end user in strict accordance with Section 7.c (End User Data). All of your use rights in these Terms (including rights to use Crossbeam Marks) are limited, non-exclusive, non-sublicensable, non-transferable and revocable. You may permit your agents and contractors to exercise your rights on your behalf, provided you remain responsible for their compliance with these Terms.

Use of Marks.

Crossbeam Marks. Subject to these Terms, if Crossbeam approves of your Extension under Section 3 (Approval), you may use the Crossbeam Marks to identify yourself as a Crossbeam developer and promote your Extension’s availability for use with the Crossbeam Service. Your use of Crossbeam Marks must comply with the Crossbeam Trademark Guidelines, and (without limiting Crossbeam’s other termination rights) you must promptly cease any use of Crossbeam Marks upon notice by Crossbeam.

Developer Marks. Crossbeam may (but is not obligated to) use your Developer Marks to identify you as a Crossbeam developer and to market and promote your Extensions, the Crossbeam Toolkit, the Crossbeam Marketplace and the Crossbeam Service.

Your Responsibilities.

Your Extensions and End Users. You are solely responsible, at your own expense, for your Extensions (including their operation and support) and your relationships and agreements with end users regarding your Extensions.

Developer Support. You will provide end users with reasonable web-based and/or email support for your Extensions. You will also provide Crossbeam with a current email address to which Crossbeam may direct end user inquiries about your Extensions and designate a support contact (name and email address) for Crossbeam personnel. For clarity, Crossbeam has no obligation to provide any end user support for Extensions.

End User Data. An end user may enable you or your Extension to access End User Data. You may access End User Data only to the extent enabled and authorized by the end user and as necessary to provide your Extensions to that end user. You will ensure that all End User Data is collected, processed, transmitted, maintained and used in accordance with (i) your agreement with the end user and a legally adequate privacy policy (“End User Terms”), (ii) appropriate notices to and consents from end users, (iii) all Laws and (iv) industry-standard technical, administrative and physical security measures that protect the security and privacy of all End User Data.

Security Breaches. In case of any suspected or actual security breach affecting your Extensions, End User Data or the Crossbeam Toolkit, you must immediately notify Crossbeam and cooperate with Crossbeam to remediate the issue and mitigate its effects. You must obtain Crossbeam’s approval for any security breach notifications to end users that refer directly or indirectly to Crossbeam.

Crossbeam Terms. Use of the Crossbeam Service requires each end user to enter into Crossbeam Terms. You will not facilitate or encourage any end user to violate the Crossbeam Terms. If Crossbeam receives any data from you or your Extensions on an end user’s behalf, that data will be subject solely to the Crossbeam Terms with the applicable end user, and such data will no longer be subject to your own terms with the end user.

Fees. You may not directly or indirectly charge end users for use of, or access to, the functionality of the Crossbeam Toolkit. If you charge any fees for your Extensions, you are solely responsible for collecting those fees independently from Crossbeam and the Crossbeam Marketplace. You are also responsible for any related refunds or liabilities to end users. For clarity, these Terms grant you no right to distribute or resell the Crossbeam Toolkit or Crossbeam Service.

Your Representations and Warranties. You represent and warrant that: (i) you have full power and authority to enter into and perform these Terms and to exploit your Extensions without violating any other agreement; (ii) your Extensions and their use will not violate any Laws or third party rights (including intellectual property rights and rights of privacy or publicity), and you will notify Crossbeam if your Extensions become subject to any claim or complaint regarding violation of Laws or third party rights and (iii) all information you provide to Crossbeam is and will be true, accurate and complete (and you will keep such information up-to-date). You agree not to (A) suggest any affiliation with Crossbeam (including that Crossbeam sponsors, endorses or guarantees your Extensions) except for the relationship expressly contemplated in these Terms and (B) make any representations, warranties or commitments on Crossbeam’s behalf or regarding the Crossbeam Toolkit or Crossbeam Service.

Indemnification. You will indemnify, defend (at Crossbeam’s request) and hold harmless Crossbeam and its affiliates and their respective directors, officers, employees, agents, contractors, end users and licensees from and against any claims, losses, costs, expenses (including reasonable attorneys’ fees), damages or liabilities based on or arising from: (i) your Extensions; (ii) your relationships or interactions with any end users or third parties in connection with your Extensions or (iii) your breach or alleged breach of these Terms. Crossbeam may at its own expense participate in the defense and settlement of any claim with its own counsel, and you may not settle a claim without Crossbeam’s prior written consent (not to be unreasonably withheld).

Listings. This Section 8 applies only if you submit your Extension for listing on the Crossbeam Marketplace.

Listing Approval.Listing your Extension on the Crossbeam Marketplace requires Crossbeam’s approval. To apply for approval, you must provide Crossbeam with any Listing Materials requested by Crossbeam. Crossbeam may approve or reject any Extension in its sole discretion. You remain solely responsible for your Extension despite any Crossbeam approval.

Crossbeam Rights. If Crossbeam approves your submitted Extension, you grant Crossbeam a non-exclusive, worldwide license to:

List your Extension in the Crossbeam Marketplace; and

Use, distribute and publicly perform and display your Listing Materials to market and promote your Extension. This includes rights to modify and create derivative works of your Listing Materials.

Crossbeam retains sole discretion and control over the placement, look and feel of the Crossbeam Marketplace. Crossbeam may sublicense its license rights to its affiliates, agents, contractors and marketing and channel partners. Crossbeam does not guarantee any end users will discover or enable your Extension.

End User Terms. You are responsible for your End User Terms and how you present them to end users and obtain their agreement. Your End User Terms must be consistent with your rights and obligations in these Terms (including regarding End User Data and any termination, suspension or take-down of your Extension). Crossbeam is not a party to your End User Terms and is not responsible for how end users use your Extension or for enforcing your End User Terms.

Take-Downs. You may request that Crossbeam remove your Extension and related Listing Materials at any time by contacting legal@crossbeam.com. Crossbeam will use commercially reasonable efforts to promptly remove your Extension and Listing Materials following receipt of your request. In addition to its other rights, Crossbeam may temporarily or permanently take-down any Extension listed in the Crossbeam Marketplace in its discretion, without notice to you. Following any take-down pursuant to this Section 8.d, Section 12.c (Wind-Down) will apply with respect to the removed Extension.

Crossbeam Support; Changes to Crossbeam Toolkit. Crossbeam has no obligation to provide any maintenance or support for the Crossbeam Toolkit or your Extensions, or to fix any errors or defects. From time to time, Crossbeam may change the Crossbeam Toolkit and future versions of the Crossbeam Toolkit may not be compatible with your Extensions built using previous versions. Crossbeam typically makes these changes as part of its overall Developer Program and is unable to provide notice of the changes to developers individually. Crossbeam will have no liability resulting from these changes.

Compliance. Crossbeam may (but is not required to) monitor your use of the Crossbeam Toolkit and how your Extension interacts with the Crossbeam Service, including to ensure your compliance with these Terms. You will cooperate with our reasonable inquiries and, upon request, provide us with proof of compliance.

Ownership. Neither party grants the other any rights or licenses not expressly set out in this Agreement. You retain your rights in your Extension, Listing Materials and Developer Marks (including goodwill associated with your Developer Marks), except to the extent incorporating any Crossbeam technology or intellectual property. Crossbeam and its licensors retain all ownership and other rights (including intellectual property rights) in the Crossbeam Toolkit, Crossbeam Marks (including goodwill associated with the Crossbeam Marks), Crossbeam Marketplace and Crossbeam Service. If you provide Crossbeam with feedback or suggestions regarding the Crossbeam Toolkit or Crossbeam Service, Crossbeam may use the feedback or suggestions without restriction or obligation.

Termination and Suspension. These Terms remain in effect until terminated.

By Developer. Subject to Section 12.c (Wind-Down), you may terminate these Terms at any time by ceasing all use of the Crossbeam Toolkit and requesting removal of your Extensions and Listing Materials from the Crossbeam Marketplace.

By Crossbeam. Crossbeam may terminate or suspend these Terms or your participation in the Developer Program (in whole or in part): (i) for no reason or any reason upon seven (7) days’ notice to you and (ii) immediately (A) if you breach any provision of these Terms, (B) if Crossbeam is required to do so by Laws, (C) if Crossbeam ceases operating the Developer Program, (D) in case of any security breach or other concern under Section 7.d (Security Breaches), or (E) if Crossbeam otherwise determines in its discretion that such action is necessary to avoid harm, liability or reputational damage to Crossbeam, the Crossbeam Toolkit, the Crossbeam Service, or any end user. For clarity, suspension may include disabling your Extensions.

Wind-Down. Following any termination of these Terms or removal of an Extension from the Crossbeam Marketplace, at Crossbeam’s request (i) the parties will cooperate to effectuate an orderly wind-down and (ii) you will continue to provide your Extensions in accordance with these Terms for up to 90 days for the benefit of currently deployed end users.

Effect of Termination. Upon any termination, subject to Section 12.c (Wind-Down): (i) your rights to use the Crossbeam Toolkit and Crossbeam Marks will immediately terminate and you will cease all such use, (ii) Crossbeam may remove all Extensions from the Crossbeam Marketplace, (iii) you will return or destroy all Confidential Information (as requested by Crossbeam) and (iv) Sections 7 (Your Responsibilities), 11 (Ownership) and 12 (Termination and Suspension) through 23 (Definitions) will survive. After termination, you will have no further access to any data or content that you submitted to Crossbeam under these Terms.

No Obligation or Liability. Crossbeam will have no obligation or liability resulting from termination, suspension or take-down as contemplated in Section 8.d (Take-Downs) or this Section 12.

Disclaimer of Warranties. TO THE FULL EXTENT PERMITTED BY LAW, THE CROSSBEAM TOOLKIT IS PROVIDED “AS IS” AND “WITH ALL FAULTS” AND CROSSBEAM AND ITS THIRD-PARTY LICENSORS DISCLAIM ALL REPRESENTATIONS, WARRANTIES AND GUARANTEES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT AND FITNESS FOR ANY PURPOSE. CROSSBEAM MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE RELATED TO AVAILABILITY, RELIABILITY, ACCURACY, COMPLETENESS, PERFORMANCE OR QUALITY OF THE CROSSBEAM TOOLKIT, THAT CROSSBEAM WILL CONTINUE TO OFFER ANY CROSSBEAM TOOLKIT OR THAT USE OF ANY CROSSBEAM TOOLKIT WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE OR MEET DEVELOPER’S REQUIREMENTS OR EXPECTATIONS. You may have other statutory rights, in which case the disclaimers above will apply to the full extent permitted by law.

Limitations of Liability. TO THE FULL EXTENT PERMITTED BY LAW, IN NO EVENT WILL CROSSBEAM HAVE ANY LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS (A) FOR ANY LOSS OF USE, LOST DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, OR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS OR LOST DATA), EVEN IF INFORMED OF THEIR POSSIBILITY IN ADVANCE OR (B) IN ANY EVENT, FOR ANY DAMAGES OR LIABILITIES EXCEEDING ONE HUNDRED U.S. DOLLARS ($100). NOTWITHSTANDING ANYTHING TO THE CONTRARY, CROSSBEAM HAS NO WARRANTY, INDEMNIFICATION OR OTHER OBLIGATION OR LIABILITY WITH RESPECT TO YOUR EXTENSIONS OR THEIR COMBINATION, INTERACTION OR USE WITH THE CROSSBEAM TOOLKIT, CROSSBEAM SERVICE OR ANY END USER DATA. You acknowledge and agree that this Section 14 reflects a reasonable allocation of risk and will apply regardless of the form of action, whether in contract, tort (including negligence), strict liability or otherwise, and that Crossbeam would not enter into these Terms without these liability limitations. This Section will survive notwithstanding any limited remedy’s failure of essential purpose.

Crossbeam Confidential Information. “Confidential Information” meansany non-public elements of the Crossbeam Toolkit and any other information disclosed by Crossbeam that is marked as confidential or proprietary or that should reasonably be understood to be confidential or proprietary from the circumstances of disclosure. Confidential Information does not include any information that: (a) is or becomes generally known to the public; (b) was known to you before its disclosure by Crossbeam or (c) is received from a third party, in each case without breach of an obligation owed to Crossbeam or anyone else. You will (i) maintain Confidential Information in confidence (using at least the same measures as for your own confidential information, and no less than reasonable care) and not divulge it to any third party and (ii) only use Confidential Information to fulfill your obligations under these Terms. If you are compelled by Law to disclose Confidential Information, you must provide Crossbeam with prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance if Crossbeam wishes to contest the disclosure. If you breach or threaten to breach this Section 15, it could cause substantial harm for which damages are inadequate and Crossbeam will have the right to seek injunctive relief in addition to other remedies.

Independent Development; Information You Provide Not Confidential. Crossbeam develops a variety of products and services and works with many other developers and partners, and either Crossbeam or these third parties could in the future develop (or already have developed) products, services, concepts or features similar to your Extension. Nothing limits Crossbeam’s right to do so, though this Section itself does not grant us any license under your intellectual property rights. Unless separately set forth in another agreement, Crossbeam has no confidentiality obligations for information you submit in connection with the Crossbeam Toolkit.

Usage Data. In addition to Crossbeam’s other rights, Crossbeam may collect certain data and information regarding your use of the Crossbeam Toolkit, including data about your data pulls or requests, your Extensions and the end user accounts that you access (“Usage Data”). Crossbeam may use and exploit Usage Data for any purpose in connection with operating, improving and supporting the Crossbeam Toolkit.

Open Source Software. Certain code in the Crossbeam Toolkit may be licensed under or include components subject to “open source” software terms (“OSS”), as listed in the Crossbeam Documentation. The OSS licenses may grant you additional rights to the OSS code itself and allow you to use the OSS outside of our Crossbeam Toolkit. To be clear, though, when you use the OSS as part of the Crossbeam Toolkit, you must comply with these Terms.

Changes to Terms. Crossbeam may modify these Terms from time to time. Crossbeam will use reasonable efforts to notify you of modifications as provided in Section 20 (Notices). You may be required to click through the modified Terms to show your acceptance and in any event your continued use of the Crossbeam Toolkit after the modification constitutes your acceptance to the modifications. If you do not agree to the modified Terms, your sole remedy is to terminate your use of the Crossbeam Toolkit as described in Section 12 (Termination and Suspension).

Notices. Crossbeam may provide you with notices and communications at your email or physical address on file, through the Crossbeam Service, through our website (including through publication on the Crossbeam Developer website, currently available at https://developers.crossbeam.com/), or other reasonable means. Any notices or communications to Crossbeam must be in writing provided to Crossbeam, Inc., 1315 Walnut Street, Suite 300, Philadelphia, PA 19107, Attn: Legal Notice, with a copy to legal@crossbeam.com.

Export. The Crossbeam Toolkit may be subject to export restrictions by the U.S. government and import restrictions by certain foreign governments, and you agree to comply with all applicable export and import Laws in your use of the Crossbeam Toolkit. You represent and warrant that you are not located in a country subject to a U.S. government embargo, or that has been designated by the U.S. government as a “terrorist supporting” country, and that you are not listed on any U.S. government list of prohibited or restricted parties.

General. These Terms are the parties’ entire agreement and supersede any prior or contemporaneous agreements relating to its subject matter. These Terms are a separate agreement from, and do not amend or modify, the Crossbeam Terms. Except as set forth in Section 19 (Changes to Terms), all amendments or modifications must be in writing and signed by both parties. The words “including” and similar terms are to be construed without limitation. Failure to enforce any provision is not a waiver and all waivers must be in writing. If any provision is found to be invalid, illegal or unenforceable, it will be limited to the minimum extent necessary so the rest of these Terms remain in effect. Developer may not assign, transfer or delegate any right or obligations under these Terms and any non-permitted assignment is void. Crossbeam may assign these Terms and its rights and obligations to any of its affiliates or in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of its assets or voting securities to which these Terms relate. The parties are independent contractors and these Terms do not create any agency, partnership, or joint venture. These Terms are governed by the laws of the State of New York and the United States without regard to conflicts of laws provisions and without regard to the United Nations Convention on the International Sale of Goods. The jurisdiction and venue for actions related to this Agreement will be the state and United States federal courts located in New York County, New York State and both parties submit to the personal jurisdiction of those courts. Crossbeam will not be liable to Developer for any delay or failure to perform any obligation under these Terms if the delay or failure is due to unforeseen events that are beyond its reasonable control. The Crossbeam Toolkit and Crossbeam Service are commercial computer software. If the user or licensee of such technology is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure or transfer of such technology, or any related documentation of any kind, including technical data and manuals, is restricted by these Terms in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Crossbeam Toolkit and Crossbeam Service were developed fully at private expense. All other use is prohibited.

Definitions.

“Crossbeam Documentation” means the Crossbeam’s documentation for the Crossbeam Toolkit, currently available here.

“Crossbeam Marketplace” means the Crossbeam Integration Marketplace, catalog or other Crossbeam or partner products or websites through which Extensions are listed or the Crossbeam marketplace appears.

“Crossbeam Marks” means Crossbeam’s names, logos and other trademarks as provided to you hereunder or designated in the Crossbeam Trademark Guidelines.

“Crossbeam Service” means Crossbeam’s proprietary cloud service and any related code or documentation.

“Crossbeam Terms” means the Crossbeam Terms of Service, currently available here, or other agreement with Crossbeam for use of the Crossbeam Service.

“Crossbeam Toolkit” is the APIs, SDKs, sample code, command line interfaces, Sandbox Accounts, tokens, credentials and other resources that we provide under these Terms, as may be updated or modified from time to time.

“Crossbeam Trademark Guidelines” means the Trademark Guidelines provided to you by Crossbeam, if any, as may be updated from time to time.

“Developer Marks” means your name, logos and other trademarks, including those related to your Extensions.

“End User Data” means any data, content or information in an end user’s account with the Crossbeam Service.

“Laws” means all relevant laws, rules, regulations or orders, including those relating to data privacy, data transfer, international communications or the export of technical or personal data.

“Listing Materials” means your Extension description, documentation, icons and any related materials that you submit to Crossbeam with respect to your Extension.