Plantronics Developer Policy
Introduction
IMPORTANT-READ CAREFULLY: This Plantronics Developer Agreement (“Agreement”) is a legal agreement between you (either an individual or a single entity) and Plantronics, Inc. (“Plantronics”) relating to your use of the Plantronics Developer API including, without limitation, any associated documentation, software code, or other materials made available to you by Plantronics as well as any upgrades, updates and additions to all or any portion of the foregoing (the Licensed Materials). By using all or any portion of the APIs, you agree to be bound by the terms of this Agreement. If you do not wish to agree to the terms of this Agreement, do not use the APIs.
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 LICENSE AGREEMENT. BY USING THE LICENSED MATERIAL, 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 LICENSED MATERIAL. THIS AGREEMENT IS EFFECTIVE AS OF THE FIRST DATE THAT YOU USE THE LICENSED MATERIAL (“EFFECTIVE DATE”). IF YOU ARE AN INDIVIDUAL REPRESENTING AN ENTITY, YOU ACKNOWLEDGE THAT YOU HAVE THE APPROPRIATE AUTHORITY TO ACCEPT THIS AGREEMENT ON BEHALF OF SUCH ENTITY. YOU MAY NOT USE THE LICENSED MATERIAL AND MAY NOT ACCEPT THIS AGREEMENT IF YOU ARE NOT OF LEGAL AGE TO FORM A BINDING CONTRACT WITH PLANTRONICS, OR YOU ARE BARRED FROM USING OR RECEIVING THE LICENSED MATERIAL UNDER APPLICABLE LAW.
1. Grant of License
Subject to the terms and conditions in this Agreement (as a condition to the grant below), Plantronics hereby grants you and you accept a non-exclusive, royalty free, non-transferable, non-sublicensable, revocable license solely to use the Plantronics API to develop and implement your Application.
2. Distribution Rights & Restrictions
2.1 Upon completion of your Application(s) using the Plantronics API, Plantronics grants you a nonexclusive, worldwide, royalty-free license to use, distribute the Application(s) subject to the Distribution Rights and Restrictions listed below.
2.2 Rate Limits. You will not attempt to exceed or circumvent limitations on access, calls and use of the Plantronics API ("Rate Limits"), or otherwise use the Plantronics API in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of this Agreement. If you exceed or Plantronics reasonably believes that you have attempted to circumvent Rate Limits, controls to limit use of the Plantronics APIs or the terms and conditions of this Agreement, then your ability to use the Licensed Materials may be temporarily suspended or permanently blocked. Plantronics may monitor your use of the Plantronics API to improve the Plantronics Service and to ensure your compliance with this Agreement.
2.3 Plantronics Trademarks. Subject to Plantronics prior approval, you may use on a non-exclusive basis Plantronics’ business name, brand names of Plantronics products, and associated logos (collectively, “Plantronics Marks”) in your Application, product documentation and marketing materials solely to identify the fact that your Application is capable of supporting Plantronics products and subject to Plantronics Branding and Trademark Usage Guidelines, in effect from time to time and available at www.plantronics.com/trademarks. You may request approval of your intended use of the Plantronics Marks by submitting your request with appropriate screen shots or other examples to trademarks@plantronics.com.
2.4 Usage Rights and Restrictions. The rights granted in this Section 2 are subject to the following restrictions: (a) your Application promotes or encourages the adoption, sales and/or use of Plantronics products or services; (b) your Application does not use or access the API for purposes of monitoring the availability, performance or functionality of any Plantronics product or service or for any benchmarking or competitive purposes or aide or encourage others to do any of the foregoing; (c) you respect the privacy of the users of Plantronics’ products and services and, to the extent that you or your Applications collect personal information (i.e. information relating to an identifiable individual) of users which originates from or relates to the use of Plantronics products, you will display and enforce a privacy policy that clearly (i) discloses all such information collected from users, (ii) describes what is done with such information, and (iii) restricts and discourages the publishing of such information (provided, however, you may not increase, expand, modify or supersede Plantronics’ obligations under any applicable Plantronics privacy policy (including Plantronics Privacy Policy and Plantronics Software Privacy Policy located at http://www.plantronics.com/us/privacy/ and http://www.plantronics.com/us/privacy/software/, respectively) without the express prior written consent of Plantronics; (d) you do not transmit or distribute or encourage any third parties to transmit or distribute, any unsolicited emails or marketing materials to users of the Application, (e) except as provided in Section 2.2, you do not use the Plantronics name or any trademarks, service marks or other similar marks of Plantronics or suggest or state that Plantronics has endorsed or sponsored your Application; (f) you agree to not remove or alter any copyright, trademark or patent notices that appear in the API and sample applications, and (g) you agree not to use or knowingly permit others to use the API in connection with any medical, nuclear, aviation, navigation, military, or other high risk service or application.
2.5 Documentation. This Agreement grants you, a limited, personal, nonexclusive license to make and use an unlimited number of copies of any documentation that is included within the API, provided that such copies shall be used only in conjunction with the use of the API consistent with the license rights granted to you under this Agreement.
2.6 Termination. If Plantronics believes, in its sole discretion, that you have attempted to exceed, circumvent or otherwise bypass or thwart the express terms or spirit of the rights or restrictions set forth in this Section 2, Plantronics may immediately and without prior notice, temporarily and/or permanently suspend or terminate your rights under this Agreement. Plantronics may monitor your use and compliance with the terms of this Agreement and you agree to fully cooperate, at your cost, with Plantronics in any such evaluation.
3. Updates
3.1 You acknowledge that Plantronics may update or modify the Plantronics API from time to time, and at its sole discretion (in each instance, an “Update”). You are required to implement and use the most current version of the Plantronics API and to make any changes to your Services that are required as a result of such Update, at your sole cost and expense. Updates may adversely affect the manner in which your Application(s) access or communicate with the Plantronics API or display Content. Your continued access or use of the Plantronics API following an update or modification will constitute binding acceptance of the Update.
4. Other Rights and Limitations
4.1 Reverse Engineering and other Limitations. You will not or attempt to (and will not allow others to) 1) reverse engineer, decompile, disassemble or translate the Plantronics API, or otherwise attempt to derive source code, trade secrets or know-how in or underlying any Plantronics API or any portion thereof, except and only to the extent that such activity is expressly permitted by applicable law notwithstanding this limitation. 2) interfere with, modify, disrupt or disable features or functionality of the Plantronics API, including without limitation any such mechanism used to restrict or control the functionality, or defeat, avoid, bypass, remove, deactivate or otherwise circumvent any software protection or monitoring mechanisms of the Plantronics API; 3) sell, rent, lease, sublicense, distribute, redistribute, syndicate, create derivative works of, assign or otherwise transfer or provide access to, in whole or in part, the Licensed Material to any third party except as expressly permitted herein; 4) provide use of the Plantronics API on a service bureau, rental or managed services basis or permit other individuals or entities to create links to the Plantronics API or "frame" or "mirror" the Plantronics API on any other server, or wireless or Internet-based device, or otherwise make available to a third party, any token, key, password or other login credentials to the Plantronics API; or 5) use the Licensed Material for any illegal, unauthorized or other improper purposes.
4.3 No Support. Plantronics is under no obligation to provide any support under this Agreement, including upgrades or future versions of sample code, APIs, documentation or any other items in the Plantronics API, to you, any end user or to any other party.
4.4 Feedback. With respect to any feedback respecting Plantronics products that you provide to Plantronics in connection with your use of the API, you agree that Plantronics has an unrestricted right to use such feedback for its business purposes, including for product support and development. Plantronics will not use such feedback in a form that personally identifies you.
4.5 Ownership. The Licensed Materials are licensed, not sold, and Plantronics retains and reserves all rights not expressly granted in this Agreement. You expressly acknowledge that Plantronics and its licensors retain all worldwide right, title and interest in and to the Licensed Material and Content, including all rights in patents, trademarks, trade names, copyrights, trade secrets, know-how, data (including all applications therefor), and all proprietary rights under the laws of the United States, any other jurisdiction or any treaty ("IP Rights"). You agree not to do anything inconsistent with such ownership, including without limitation, challenging the validity of the licenses granted herein. All intellectual property rights not expressly granted in this Agreement are reserved by Plantronics.
5. Termination
5.1 Plantronics may immediately terminate or suspend this Agreement, any rights granted herein, and/or your license to the Licensed Materials, at its sole discretion at any time, for any reason by providing notice to you. You may terminate this Agreement at any time by ceasing your access to the Plantronics API and use of all Plantronics Content. Upon termination of this Agreement, all licenses granted herein immediately expire and you must cease use of all Licensed Materials. The parties to this Agreement will not be liable to each other for any damages resulting solely from termination of this Agreement as permitted under this Agreement. Sections II, IV, V, VI and VII of this Agreement will survive the termination of this Agreement.
6. Confidentiality
6.1 You may be given access to certain non-public information, software, and specifications relating to the Licensed Material (“Confidential Information”), which is confidential and proprietary to Plantronics. 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 Plantronics’ 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. Government Regulations
You shall comply with all applicable laws and regulations in effect in the country, state or province in which you use the Licensed Material and distribute Applications and with the material provisions of all U.S. laws and regulations which apply to the distribution of Applications, including, but not limited to the U.S. Export Administration Regulations (“EAR”), as such laws and regulations may be amended from time-to-time.
8. Disclaimer of Warranties
PLANTRONICS LICENSES THE API ONLY ON AN “AS-IS” BASIS. PLANTRONICS MAKES NO REPRESENTATIONS WITH RESPECT TO THE ADEQUACY OF THE SOFTWARE, SAMPLE CODE, DOCUMENTATION, AND OTHER ITEMS IN THE LICENSED MATERIALS USED IN THE DEVELOPMENT OF YOUR APPLICATIONS FOR ANY PARTICULAR PURPOSE OR WITH RESPECT TO THEIR ADEQUACY TO PRODUCE ANY PARTICULAR RESULT. PLANTRONICS, ITS OFFICERS, DIRECTORS, EMPLOYEES, SUPPLIERS, AGENTS AND REPRESENTATIVES SHALL NOT BE LIABLE FOR LOSS OR DAMAGE ARISING OUT OF THIS AGREEMENT OR FROM THE DISTRIBUTION OR USE OF APPLICATIONS CONTAINING PORTIONS OF THE REDISTRIBUTABLE COMPONENTS, ANY SAMPLE CODE, SOFTWARE OR FROM ANY OF THE OTHER ITEMS IN THE LICENSED MATERIALS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PLANTRONICS PROVIDES THIS API AS IS AND WITH ALL FAULTS AND DEFECTS, AND HEREBY DISCLAIMS ALL WARRANTIES EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF ALL OR ANY PORTION OF THE API REMAINS WITH YOU.
9. Exclusion of Incidental, Consequential, and Other Damages
To the maximum extent permitted by applicable law, in no event shall Plantronics be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits or confidential or other information, for business interruption, for personal injury, for loss of privacy, for failure to meet any duty including of good faith or of reasonable care, for negligence, and for any other pecuniary or other loss whatsoever) arising out of or in any way related to the API or the Applications, even in the event of the fault, tort (including negligence), strict liability, breach of contract or breach of warranty of Plantronics, and even if Plantronics has been advised of the possibility of such damages.
10. Limitation of Liability and Exclusive Remedy
Notwithstanding any damages that you might incur for any reason whatsoever (including, without limitation, all damages referenced above and all direct or general damages relating to the use of the API, the Application or otherwise), the entire liability of Plantronics under any provision of this Agreement and your exclusive remedy for all of the foregoing shall be limited to the greater of the amount actually paid by you for this API or U.S. $5.00. The foregoing limitations, exclusions and disclaimers shall apply to the maximum extent permitted by applicable law, even if any remedy fails of its essential purpose.
11. Indemnification
You will indemnify, defend, and hold Plantronics, its subsidiaries, affiliates, officers, and employees, harmless from any and all claims, damages, losses, liabilities, actions, judgments, costs, and expenses (including reasonable attorneys’ fees) brought by a third party arising out of or in connection with: (a) any act or omission by you, in connection with your use of the APIS, or the Licensed Materials; (b) your use of the API other than as expressly allowed by this Agreement; (c) your breach or alleged breach of any of the terms, restrictions, obligations or representations under this Agreement; or (d) your Application. You will assume control of the defense and settlement of any claim subject to indemnification by you. Plantronics may, however, at any time elect to take over control of the defense and settlement of any such claim. In any event, you will not settle any such claim without Plantronics’ express prior written consent.
12. Applicable Law
This Agreement will be governed by and construed in accordance with the laws of the United States and the State of California, without giving effect to any conflicts or choice of laws principles that would require the application of the laws of a different jurisdiction. The parties expressly exclude the application of the 1980 United Nations Convention on the International Sale of Goods (if applicable).
13. Entire License; Severability; Term
This Agreement constitutes the entire, final and exclusive agreement between you and Plantronics regarding the specific license transaction described herein. If any provision of this Agreement is held to be illegal, invalid or unenforceable for any reason, then such provision will be enforced to the maximum extent permissible and the remainder of the provisions of this Agreement will remain in full force and effect. This Agreement is effective until terminated. Plantronics has the right to terminate this Agreement for its own convenience upon thirty days’ notice to you. Plantronics has the right to terminate this Agreement immediately, if you breach any provision of this Agreement. Upon any such termination, you agree to immediately discontinue your use of the API and to certify in writing that you have fully and unequivocally complied with all of the foregoing.