Last updated: 10, May, 2023
Allxon Ltd.,(“Allxon,” “we,” or “us”) offers various tools for developers, API partners, and others who may be creating applications on Allxon Platform or integrating Allxon features into their products, or services (each, a “Developer” or “you”), including without limitation APIs, code, software, scripts, widgets, script libraries, plugin credentials, pages, platform, and documentation (collectively, “Developer Tools”).
We update these Developer Terms from time to time. We will post the updated Developer Terms here and update the “Last Modified” date above to reflect the latest version.
1. Use of the Developer Tools
1.1 Access and Use
Subject to these Terms, we grant you a non-exclusive, non-transferable, revocable right, non-sublicensable license, to access, and use the Developer Tools. We do not acquire ownership in Your Plugin, and by using the Developer Tools, you do not acquire ownership of any rights in the Developer Tools, Customer Data, our trademarks, our products and services, or the Content.
1.2 Limits and Restrictions
I. You must comply with all applicable laws (including laws regarding the import or export of data or software, privacy, and local regulations). You solution should also require your users and customers to comply with applicable laws and regulations.
We may set and enforce limits on the Developer Tools at our choosing and may change the limits at any time disclosed on our Developer Zone. We will do our best to inform you prior to making changes to these limits, however, we may not always be able to do so.
You will not attempt to bypass the limitations documented in the Developer Guidelines.
You will not engage in any deceptive, misleading, illegal or unethical activities, or activities that otherwise may be detrimental to the Developer Tools, us, our Customers, or the public.
You will not copy, reformat, reverse-engineer, or otherwise modify the Developer Tools or any Allxon product or service.
You will keep all Developer Credentials that we issue to you confidential and not make them publicly available or disclose them to third-parties. You will work with us to immediately correct any security deficiency, and will immediately disconnect any intrusions or intruders.
1.3 Third Party Software
The Developer Tools may be provided with third party software components that are provided by their authors under separate license terms (the “Third Party Terms”) or that are separately licensed under an open source license (“Open Source Code”) (collectively, the “Third Party Software”). Your use of the Third Party Software in conjunction with the Developer Tools is subject to the Third Party Terms or the terms of the Open Source Code license, as applicable, and not these Terms.
1.4 Data Collection
You agree that we may monitor your use of the Developer Tools to ensure quality, security, improve our products and services, and verify your compliance with these Terms. You agree to assist us with this monitoring by providing us with information about your Plugin, data security and protection practices, and storage of Content, which may also include access to your Plugins and other materials related to your use of the Developer Tools. If you do not demonstrate full compliance with these Terms, we may restrict or terminate your access to the Developer Tools or Developer Account with or without notice to you.
2.1 Reservation of Rights
We reserve the right to do any of the following with or without notice:
Charge fees for access to any of the Developer Tools.
Offer or cease to offer support for the Developer Tools.
Modify the Developer Tools and require you to use the latest versions.
Require you to use the Developer Tools in a different manner.
Remove any of the Developer Tools at our sole discretion.
If we determine that your use of the Developer Tools or Developer Credentials is against the interests of us or our Customers, we reserve the right to deactivate any Developer Credentials you have obtained from them, or otherwise prevent your use or access of the Developer Tools.
2.2 Your Rights with respect to Your Plugins
Except as otherwise expressly provided in these Terms, you retain all intellectual property rights with respect to Your Plugins. You may remove your Plugins from the Allxon Plugin Station at any time by emailing your request to email@example.com
3. Branding and Feedback
You grant to us all necessary rights to produce and distribute incidental depictions, including screenshots, video, or other content from Your Plugins as well as to use your company or product names and logos, in order to promote, market, and demonstrate Your Plugins and associated Allxon Platform. We shall not acquire any interest, right, or title in any of your trademarks, copyrights, or content, and all associated goodwill shall reside with you.
During the term of these Terms, you may use our trademarks as long as you follow the usage requirements in this section. You must: (i) only use the images of our trademarks that we make available to you, without altering them in any way; (ii) only use our trademarks in connection with Your Plugin; and (iii) immediately comply if we request that you stop using our marks. You must not: (i) use our trademarks in a misleading or disparaging way; (ii) use our trademarks in a way that implies we endorse, sponsor, or approve of your services or products (unless authorized by Allxon in writing or in another agreement); or (iii) use our trademarks in violation of applicable law or in connection with an obscene, indecent, or unlawful topic or material. Please contact us for our latest branding guidelines.
We welcome and encourage everyone to provide feedback or suggestions for improving our Developer Tools. You agree that all your feedback and suggestions will be non-confidential and you grant us a worldwide, royalty-free, non-exclusive, perpetual, and irrevocable license to use, copy, modify, sublicense, and otherwise exploit any feedback (including any ideas, concepts, methods, know-how or techniques embodied in feedback) for any purpose, without any restriction or obligation to you based on intellectual property rights or otherwise.
These Terms will apply for as long as you use the Developer Tools, or until terminated as described by these terms. You may terminate these Terms at any time by discontinuing use of the Developer Tools and closing your Developer Account.
Upon any termination of these Terms or discontinuation of your access to the Developer Tools, you will immediately stop using the Developer Tools and Developer Account, cease all use of our trademarks, and delete any cached or stored Content. We may independently communicate with any customer whose account(s) are associated with your Plugin and Developer Credentials to provide notice of the termination or suspension of your right to use the Developer Terms and/or the Developer Account.
Subject to the exceptions set forth in these Terms, all non-public information disclosed by one party to the other party during the Term, whether in oral, written, graphic, or electronic form, shall be deemed to be “Confidential Information”. Confidential Information does not include information which the receiving party can document:
- is part of the public domain at the time of disclosure;
- becomes a part of the public domain through no fault of the receiving party or persons or entities to whom the receiving party has disclosed, transferred, or permitted access to such information;
- becomes available to the receiving party on a non-confidential basis from a source legally entitled to share the information without confidential treatment;
- is independently developed by the receiving party without the use of or access to the disclosing party's Confidential Information; or
- is released from the confidentiality obligations herein by written consent of the disclosing party.
During the Term, and for at least three (3) years thereafter, the receiving party shall hold the disclosing party’s Confidential Information in confidence, shall use such Confidential Information only for the purpose of fulfilling its obligations under these Terms, and shall use at least as great a standard of care in protecting the Confidential Information as it uses to protect its own Confidential Information.
Each party may disclose Confidential Information only to those of its employees, agents, or subcontractors who have a need for it in order to perform or exercise such party’s rights or obligations under these Terms (on the need-to-know basis) and who are required to protect it against unauthorized disclosure in a manner no less protective than required under these Terms. Each party may disclose the other party’s Confidential Information in any legal proceeding or to a governmental entity as required by law.
Upon termination of these Terms, the receiving party will promptly delete, destroy, or, at the disclosing party’s request, return to the disclosing party, the disclosing party’s Confidential Information in its possession, including deleting or rendering unusable all electronic files and data that contain Confidential Information, and upon request will provide the disclosing party with certification of compliance with this subsection.
6. Disclaimers and Limitation of Liability
WE AND OUR AFFILIATES AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, SECURITY OR ACCURACY OF THE DEVELOPER TOOLS OR THE CONTENT FOR ANY PURPOSE. THE DEVELOPER TOOLS MAY NOT BE AVAILABLE AT ALL TIMES. TO THE EXTENT PERMITTED BY LAW, THE DEVELOPER TOOLS AND CONTENT ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. WE DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND WITH REGARD TO THE DEVELOPER TOOLS AND CONTENT INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
6.2 Limitation of Liability
EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT SHALL WE BE LIABLE FOR LOSS OF DATA AND/OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR PUNITIVE DAMAGES OF THIS TERM, INCLUDING BUT NOT LIMIT TO LOSS OF PROFITS, LOSS OF BUSINESS.
IF, NOTWITHSTANDING THE OTHER TERMS OF THESE TERMS, WE ARE DETERMINED TO HAVE ANY LIABILITY TO YOU OR ANY THIRD PARTY, THE PARTIES AGREE THAT OUR AGGREGATE LIABILITY WILL BE LIMITED TO THE GREATER OF ANY AMOUNT YOU PAID US TO USE THE APPLICABLE DEVELOPER TOOLS DURING THE SIX MONTHS PRIOR TO THE EVENT GIVING RISE TO THE LIABILITY OR $50 USD (FIFTY DOLLARS).
6.3 No Resale
These Terms do not grant you the right to distribute or resell Allxon Products or Services, nor do they create any binding commitment on behalf of us. In addition, you may not directly or indirectly charge end users for use of, or access to, the functionality of the Allxon Products or Allxon Developer Tools. You are free to charge for your Plugin, and these Terms shall not restrict your ability to do so.
7. Governing Law and Jurisdiction
You agree that all matters relating to access to or use of the Developer Tools, including all disputes, will be governed by the laws of the Republic of China (R.O.C.) without regard to its conflicts of laws provisions. You agree to the personal jurisdiction by and venue in Taipei, Republic of China (R.O.C.), and waive any objection to such jurisdiction or venue.