What is Bitski's Developer agreement?

BITSKI FOR DEVELOPERS (TL;DR)

Bitski has some awesome developer tools to let you to create a white-labeled, front-end user interface powered by the Bitski Platform for the creation, issuance, and sale of non-fungible tokens via smart contracts on the Ethereum blockchain.

In order to keep things fair and safe, there are some simple rules about how you can use these tools, summed up in a casual way below:

• you must be 13 years or older
• you can't "double dip" Bitski Developer Services (no account sharing; each dev account must have its own individual license and account) 
• you can't violate the "license" granted to you by agreeing to use the dev tools.
• you can't disclose any proprietary Information about Bitski gained by using the dev services
• you are free to use the dev tools in a manner that is consistent with the dev agreement; except or for any types of damages that arise from its use.

BITSKI FOR DEVELOPERS (Legal Version)

Last Updated: January 14th, 2021

Welcome!  Please read this Agreement (“Bitski Developer Agreement”) carefully, as it governs the relationship between you, an individual third party developer of mobile or other digital applications, (“you”) and Bitski, Inc. (“Bitski,” “we,” “us,” and “our”), as it relates to your use of the Bitski Developer Services (defined below). 

Bitski provides the Bitski Developer Services to enable you to create a white-labeled, front-end user interface powered by the Bitski Platform for the creation, issuance, and sale of non-fungible tokens via smart contracts on the Ethereum blockchain.

You may only use the Bitski Developer Services if you comply with the terms of this Bitski Developer Agreement. The Bitski Developer Services are offered by Bitski and by accessing, downloading (where permitted), or using any portion of the Bitski Developer Services, you signify that you accept the terms of this Bitski Developer Agreement as between you and Bitski.  If you are using the Bitski Developer Services on behalf of an entity, you represent and warrant that you have authority to bind that entity to the Bitski Developer Agreement and by accepting the Bitski Developer Agreement, you are doing so on behalf of that entity (and all references to "you" in the Bitski Developer Agreement refer to that entity).

As we add new functionality to the Bitski Developer Services, we may revise this Bitski Developer Agreement periodically. If we do, we will post the changes here. Your continued use of the Bitski Developer Services after any changes are posted constitutes your acceptance of the new Bitski Developer Agreement. We reserve the right, at our sole discretion, to change or modify portions of this Bitski Developer Agreement at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date these terms were last revised. Any such changes will become effective no earlier than fourteen (14) days after they are posted, except that changes addressing new functions of the Bitski Developer Services or changes made for legal reasons will be effective immediately.

• DEFINITIONS

1. “Bitski API” means the API as further described on the Bitski Platform at https://docs.bitski.com/ 
2. “Bitski Developer Services” means the Bitski Platform and the services provided through the Bitski Platform, including the ability for third party application developers to create and use a Developer Microsite and Bitski API.

• “Bitski Materials” means the Bitski Developer Services, Bitski API, Bitski Platform, the frontend code and the backend code to the Developer Microsite. 

1. “Bitski Platform” means the cloud-based platform to develop, mint and sell fungible and semi-fungible tokens, and any related websites and mobile applications through which such platform is made available.

• “Developer Microsite” means the microsite developed by you using the Bitski Developer Services linked to the Bitski Platform to enable you to develop, mint and sell fungible and semi-fungible tokens for itself or creators from its media platform. 

• BITSKI DEVELOPER LICENSE TERMS

1. Who May Use the Bitski Developer Services. To use the Bitski Developer Services, if you are an individual, you must be 13 years or older, and if you are a representative of a business, you must have the authority to bind the business, and in either case you must be capable of forming a binding contract with Bitski and are not barred from using the Services under applicable law.
2. Provision of Services. To access certain features and tools offered by Bitski or its service providers in connection with the Bitski Developer Services, you will need to register with us as further described on the Bitski Platform. You agree to provide accurate, true, current, and complete information to Bitski. Any personal information you provide in connection with the Bitski Developer Services will be protected as described in our Privacy Policy (available at https://www.bitski.com/privacy/).  You are responsible for all activities related to the Bitski Developer Services that occur through your account and password or other account credentials (“Account”). You agree to keep your Account confidential, not use others' accounts, and not permit others to use your account. The Account is personal to you, and any individuals or entities who wish to access and use the Bitski Developer Services must obtain their own licenses and Accounts. We reserve the right to terminate or suspend any Account in our sole discretion.
3. License. Subject to your compliance with the terms of this Bitski Developer Agreement and any trademark or band guidelines we make available to you, including any such guidelines posted to the Bitski Platform, Bitski hereby grants to you a limited, non-exclusive, revocable, non-sublicensable, non-transferable license to (a) use the Bitski Developer Services to integrate the Bitski Platform and Bitski API in applications related to the Developer Microsite; (b) make available the Bitski API, incorporated in object code format only as an inseparable part of the Developer Microsite, to end users who are subject to terms and conditions which explicitly disclaims any representations, warranties, conditions, and liabilities related to the Bitski Materials; and (c) reproduce and display the Bitski name and logo solely in connection with such limited use. All rights granted to you under this Agreement are granted by express license only and not by sale, and all of those rights are limited by the terms of this Bitski Developer Agreement. No license or other rights will be created hereunder by implication, estoppel, or otherwise.  This limited license is granted to you subject to you signing up through the Bitski Platform and your agreement to comply with the following:
1. You will use commercially reasonable efforts to protect user information collected by your Developer Microsite, including personal data, from unauthorized access or use and will promptly report to your users any unauthorized access or use of such information to the extent required by applicable law.
2. You will display on the Developer Microsite an easy-to-read, conspicuous Privacy Policy and Terms of Service which binds all end users of the Developer Microsite, and incorporates be reference Bitski’s Privacy Policy found at https://docs.bitski.com/ and Terms of Service found at https://docs.bitski.com/
3. You will ensure that all end users of the Developer Microsite comply with Bitski’s Terms of Service, and to the extent you collect or process any data from such end users, such collection, processing and use will not be inconsistent with Bitski’s Privacy Policy. 
4. You shall not use Bitski Materials for any other purpose not expressly authorized by this Bitski Developer Agreement, without Bitski's prior written consent.
5. You shall not use Bitski Materials in any way that is unlawful, or harms Bitski, its service providers, its suppliers, your end users, or any other person. 
6. You shall not reproduce, modify, distribute, decompile, disassemble, or reverse engineer any portion of the Bitski Materials. 
7. You shall not access the Bitski Materials except through the Bitski Developer Services or as otherwise expressly authorized by Bitski;
8. You shall not use the Bitski Developer Services with any applications or software other than in connection with your Developer Microsite;
9. You shall not combine, distribute, or otherwise use the Bitski Developer Services with any code or other content which is covered by a license that would directly or indirectly require that all or part of the Bitski Developer Services be governed under any terms other than those of this Agreement;
10. You shall not utilize Bitski Materials: (a) in any manner that violates any applicable law or regulation; (b) to interfere with any third party’s access to any of the Bitski Platform or the Bitski Developer Services, intentionally or otherwise; (c) to tamper with or circumvent technical restrictions on use, access, storage, or any function of the Bitski Developer Services or Bitski Platform, for example by using an Account you are not authorized to use; or (d)  in an unreasonable or excessive manner given the scope, nature, and content of your Developer Microsite, for example to conduct a DDOS attack.
11. You shall not engage in any acceptance practices that discriminate against or discourage the use of the Developer Microsite or any Bitski services.
12. You may not charge any additional fees to someone for use of the Developer Microsite or other Bitski services beyond what you may charge to someone in connection with other methods of payment.
13. Subject to applicable law, you may not set minimum or maximum transaction amounts as a condition of accepting use of the Developer Microsite or any Bitski services.

Bitski reserves the right to immediately remove content stored or maintained through the Bitski Platform or disable access to, suspend, or terminate the Bitski Platform to comply with applicable law or if you are in violation of this Section 2 or any part of this Agreement. You agree to provide information or other materials related to your use of the Bitski Materials as reasonably requested by Bitski to investigate the source of any problem with the Bitski Platform or Bitski Developer Materials or to verify your compliance with this Agreement.

1. Reservation of Rights.  All rights not expressly granted to you under this Bitski Developer Agreement are reserved by Bitski.  
2. Branding. You agree to display any attribution(s) required by Bitski as described in the documentation for the Bitski API. You agree not to remove or destroy any copyright notices, trademarks, or other proprietary or confidential legends or markings placed upon or contained within or on any of the Bitski Materials, including but not limited to on any documentation or materials related to the Bitski Developer Services.

• CONFIDENTIAL INFORMATION  

You understand that you may be provided or have been provided with business, technical or financial information relating to our business that is designated in writing as confidential or which should otherwise be reasonably deemed confidential under the circumstances (hereinafter referred to as “Proprietary Information” of Bitski).  Proprietary Information of Bitski includes non-public information regarding features, functionality, and performance of the Bitski Materials, including the Bitski Platform and, to the extent within scope of the definition of Proprietary Information, other Bitski products and services.  You agree: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Development Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information.  You agree that the foregoing shall not apply with respect to any information that you can document (a) is or becomes generally available to the public, (b) was in your possession or known by you prior to receipt, (c) was rightfully disclosed to you without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of Bitski.  The foregoing obligations will survive in perpetuity, until you have returned or destroyed all such Proprietary Information.

1. INTELLECTUAL PROPERTY  
1. Ownership.  Bitski shall own and retain all right, title and interest, including all intellectual property rights in and to the Bitski Materials, all improvements, enhancements or modifications thereto.  To the extent you develop or create any improvements, enhancements or modifications to the Bitski Materials, you assign to Bitski all right, title and interest in and to the foregoing, including all intellectual property rights therein. As between you and Bitski, you (and your licensors, if any) retain all right, title, and interest including all intellectual property rights in and to your Developer Microsite (excluding any Bitski Materials integrated therein).  No rights or licenses are granted except as expressly set forth herein.
2. Feedback.  From time to time you may provide Bitski with suggestions, comments, feedback or the like with regard to the Bitski Developer Services (collectively, “Feedback”). You hereby assign to Bitski all right, title and interest in and to the Feedback, including any intellectual property rights therein.
2. TERMINATION
1. By You.  You may terminate this Bitski Developer Agreement at any time. 
2. By Bitski.  Bitski may terminate this Bitski Developer Agreement (i) if you materially breach any of your obligations set forth in this Bitski Developer Agreement and fail to cure such breach within thirty (30) days of notice to you; (ii) immediately for cause if you breach any of your obligations under Section 2 of this Bitski Developer Agreement; (iii) if you do not use or access any Bitski Developer Services for a period of one (1) year or longer; or (iv) upon six (6) months’ written notice to you. 
3. Effect of Termination.  Any termination of this Bitski Developer Agreement shall also immediately terminate the licenses granted to you hereunder. Upon any termination of the Agreement or this Bitski Developer Agreement, you shall promptly delete and remove all calls and references to the Bitski Developer Services from all webpages, scripts, widgets, applications, and other software in your possession or under your control.
3. LIMITED RELATIONSHIP 

Bitski and you are, and shall remain, independent contractors, and nothing in this Bitski Developer Agreement shall be construed as creating an employer-employee relationship, principal-agent relationship, partnership or joint venture. Although you are permitted to publicize your use of Bitski Developer Services subject to the terms herein, you agree not to make any other statements, without the prior written consent of Bitski, implying a different kind of relationship between you and Bitski including any implied endorsement of your content, products, or services by Bitski. 

1. DISCLAIMER, LIMITATION OF LIABILITY AND INDEMNIFICATION 

THE BITSKI MATERIALS, INCLUDING THE BITSKI DEVELOPER SERVICES, BITSKI API AND THE BITSKI PLATFORM, ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Bitski Materials will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any aspect or component of the Bitski Materials.

WE WILL NOT BE RESPONSIBLE OR LIABLE TO YOU FOR ANY LOSS AND TAKE NO RESPONSIBILITY FOR, AND WILL NOT BE LIABLE TO YOU FOR, ANY USE OF THE BITSKI MATERIALS, INCLUDING BUT NOT LIMITED TO ANY LOSSES, DAMAGES OR CLAIMS ARISING FROM: (A) USER ERROR SUCH AS FORGOTTEN PASSWORDS, INCORRECTLY CONSTRUCTED TRANSACTIONS, OR MISTYPED WALLET ADDRESSES; (B) SERVER FAILURE OR DATA LOSS; (C) CRYPTOCURRENCY WALLETS OR CORRUPT FILES; (D) UNAUTHORIZED ACCESS TO SERVICES; OR (E) ANY THIRD PARTY ACTIVITIES, INCLUDING WITHOUT LIMITATION THE USE OF VIRUSES, PHISHING, BRUTEFORCING OR OTHER MEANS OF ATTACK AGAINST ANY BLOCKCHAIN NETWORK UNDERLYING THE INTERFACE. 

WE FURTHER EXPLICITLY DISCLAIM ALL LIABILITY OR RESPONSIBILITY IN CONNECTION WITH THIRD PARTY SERVICES, INCLUDING YOURS. NOTHING HEREIN NOR ANY USE OF OUR SERVICES IN CONNECTION WITH THIRD PARTY SERVICES CONSTITUTES OUR ENDORSEMENT, RECOMMENDATION OR ANY OTHER AFFILIATION OF OR WITH ANY THIRD PARTY SERVICES. We are not obligated to monitor, modify, or otherwise act on or in connection with your website, applications, or other services.

ACCORDINGLY, YOU HEREBY WAIVE AND RELEASE BITSKI AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS WITH RESPECT TO THE BITSKI MATERIALS, INCLUDING THE BITSKI DEVELOPER SERVICES, BITSKI API AND THE BITSKI PLATFORM, AND ALL THIRD-PARTY PRODUCTS AND SERVICES, INCLUDING ANY CLAIMS THAT YOU MAY NOT KNOW OR SUSPECT TO EXIST AT THE TIME YOU ACCEPT THIS BITSKI DEVELOPER AGREEMENT. 

You understand and acknowledge that you are familiar with California Civil Code section 1542, which provides as follows: 

A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS THAT THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE AND THAT, IF KNOWN BY HIM OR HER, WOULD HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.  

You shall be deemed to have, and by operation of this Bitski Developer Agreement shall have, expressly waived and relinquished any rights you may have under Civil Code section 1542 or any other statute or common law principle with a similar effect as to all releases set forth in this Bitski Developer Agreement.  In furtherance of this intention, the releases herein given shall be and remain in effect as full and complete releases notwithstanding the discovery or existence of any such additional or different claim or fact.

IN NO EVENT WILL BITSKI’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS BITSKI DEVELOPER AGREEMENT OR FROM THE USE OF OR INABILITY TO USE THE BITSKI DEVELOPER SERVICES EXCEED ONE THOUSAND U.S. DOLLARS ($1,000). 

To the fullest extent permitted by applicable law, you hereby agree to indemnify, pay the defense costs of, and hold Bitski, its licensors, its and their affiliates, and its and their employees, officers, directors, agents, contractors, and other representatives harmless from all claims, demands, actions, losses, liabilities, and expenses (including attorneys’ fees, costs, and expert witnesses’ fees) arising out of or related to your (i) acts and omissions, or (ii) Developer Microsite, products, services, NFTs, website, application, or other services.

1. COMPLIANCE WITH APPLICABLE LAWS 

You certify that you will comply with all applicable laws (e.g., local, state, federal and other laws) when using the Bitski Developer Services. Without limiting the foregoing, by using the Bitski Developer Services, you represent and warrant that: (a) you are not located in a country that is subject to a U.S. Government embargo; and (b) you are not listed on any U.S. Government list of prohibited, sanctioned, or restricted parties. If you access or use the Bitski Developer Services outside the United States, you are solely responsible for ensuring that your access and use of the Services in such country, territory or jurisdiction does not violate any applicable laws. You must not use any software or networking techniques, including use of a Virtual Private Network (VPN) to modify your internet protocol address or otherwise circumvent or attempt to circumvent this prohibition. We reserve the right, but have no obligation, to monitor where the Bitski Developer Services are accessed from and to block or otherwise restrict access to the Bitski Developer Services, in whole or in part, from any geographic location or to any user who we believe is in breach of this Bitski Developer Agreement.

1. GOVERNING LAW AND FORUM CHOICE 

This Bitski Developer Agreement and any action related thereto will be governed by the Federal Arbitration Act, federal arbitration law, and the laws of the State of California, without regard to its conflict of laws provisions. Except as otherwise expressly set forth in Section ‎10 “Dispute Resolution,” the exclusive jurisdiction for all Disputes (defined below) that you and Bitski are not required to arbitrate will be the state and federal courts located in the Northern District of California, and you and Bitski each waive any objection to jurisdiction and venue in such courts.

1. GENERAL TERMS
1. Dispute Resolution.  You agree not to bring or participate in a class or representative action, private attorney general action, or collective arbitration related to the Bitski Developer Services or the Bitski Materials, or this Bitski Developer Agreement. You also agree not to seek to combine any action or arbitration related to the Bitski Developer Services or the Bitski Materials, or this Agreement with any other action or arbitration without the consent of all parties to this Agreement and all other actions or arbitrations.
2. Governing Law and Jurisdiction.  This Bitski Developer Agreement and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions.  The exclusive jurisdiction and venue of any action related to this Agreement will be the state and federal courts located in the Northern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts.
3. Entire Agreement. This Bitski Developer Agreement constitutes the entire and exclusive understanding and agreement between Bitski and you regarding the Bitski Developer Services, and this Bitski Developer Agreement supersede and replace any and all prior oral or written understandings or agreements between Bitski and you regarding the Bitski Developer Services. Except as set forth in Section ‎10.7, If any provision of this Bitski Developer Agreement is held invalid or unenforceable by an arbitrator or a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the other provisions of this Bitski Developer Agreement will remain in full force and effect. You may not assign or transfer this Bitski Developer Agreement, by operation of law or otherwise, without Bitski’s prior written consent. Any attempt by you to assign or transfer this Bitski Developer Agreement, without such consent, will be null. Bitski may freely assign or transfer this Bitski Developer Agreement without restriction. Subject to the foregoing, this Bitski Developer Agreement will bind and inure to the benefit of the parties, their successors and permitted assigns.
4. Notices. Any notices or other communications provided by Bitski under this Bitski Developer Agreement, including those regarding modifications to this Bitski Developer Agreement, will be given via email. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.
5. Waiver of Rights. Bitski’s failure to enforce any right or provision of this Bitski Developer Agreement will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Bitski. Except as expressly set forth in this Bitski Developer Agreement, the exercise by either party of any of its remedies under this Bitski Developer Agreement will be without prejudice to its other remedies under this Bitski Developer Agreement or otherwise.

Contact Information. If you have any questions about this Bitski Developer Agreement, please contact Bitski at: 

Address: 77 Van Ness Ave, Set 101, Box 1305 

San Francisco, CA 94102 

Email: [e-mail] 

Phone: [phone]