Effective October 1, 2017
These terms and conditions (the "Terms") govern access to and use of Accela’s Developer Site and Developer Tools. These Terms are effective as of the date listed above.
By using ACCELA’s Developer Resources, You are agreeing to these Terms and concluding a legally binding contract with Accela. IF YOU ARE ENTERING INTO THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS, YOU MUST NOT ACCEPT THESE TERMS AND YOU MAY NOT USE THE DEVELOPER RESOURCES.
You may not, without Our prior written consent, access or use the Developer Resources if You are Our direct competitor or for any purposes which are competitive to Accela’s software or services. Any violation of the preceding sentence will be deemed a material breach of these Terms.
1.1. “Accela”, “We”, “Us” or “Our” means Accela, Inc., a California corporation headquartered in San Ramon, CA and all its affiliates.
1.2. “Accela Content” means visual interfaces, interactive features, graphics, design, compilation of content, computer code, products, software and all other elements and components of the Developer Site, excluding Your Content or any third-party content.
1.3. “ Developer Resources ” means the Developer Site together with the Developer Tools.
1.4. “Developer Site” means the Accela developer website at https://developer.accela.com to which these Terms are posted. Other Accela sites which link to the Developer Site may be subject to additional terms and conditions other than these Terms.
1.5. “Developer Tools” means the Accela Construct Application Programming Interface (API) located at https://apis.accela.com and https://auth.accela.com, all software development kits (SDKs) and related documentation, data, code, and other materials provided by Accela with the API or SDK through the Developer Site or by other means of delivery or publication as chosen by Accela.
1.6. “You” or “Your” means an individual, company or other legal entity that uses the Developer Resources and is subject to these Terms.
1.7. “Your Application” means an application that You create using or interoperating with the Developer Tools.
1.8. "Your Content" means all electronic data, content or information submitted by You to the Developer Resources. You represent that You own, or have the necessary permissions to use and authorize the use of, Your Content as described herein. Content of any of Your customers, clients, subcontractors or agents shall constitute Your Content for purposes of these Terms.
2. PROVISION & USE OF DEVELOPER RESOURCES
2.1. Provision of Developer Resources. We make available to Our developer community and grant You permission to use the Developer Resources subject to the responsibilities, restrictions and limitations set out in these Terms.
2.2. Your Responsibilities. You will (i) be responsible for compliance with these Terms; (ii) be solely responsible for and assume all risks associated with the accuracy, quality, reliability, integrity and legality of Your Content and means of acquiring Your Content; and (iii) use the Developer Resources in accordance with the guidelines and best practices provided by Accela as well as applicable laws and government regulations.
2.3. Use Restrictions. You will not (a) sell, resell, rent or lease the Developer Resources; (b) use the Developer Resources to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy or confidentiality rights; (c) use the Developer Resources to store or transmit viruses, worms, time bombs, Trojan horses and other harmful or malicious code, files, scripts, agents or programs; (d) interfere with or disrupt the integrity or performance of the Developer Resources or third-party data contained therein; (e) attempt to gain unauthorized access to the Developer Resources or their related systems or networks; or (f) commercially distribute (i.e. directly or indirectly collect fees for) Your Application to third parties unless You are authorized to do so pursuant to an agreement with Us.
2.4. Use Limitations . The Developer Resources may be subject to other limitations including, by way of example, limits on disk storage space or the number of calls You are permitted to make against Our application programming interface. Any such limitations will be as specified by Accela in writing.
2.5. Resource Availability. The Developer Resources may be modified, updated, interrupted, suspended or discontinued at any time without notice or any liability from Us. We make no warranties as to any unavailability of the Developer Resources caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Our employees), or Internet service provider failures or delays,
2.6. Account Creation. You must create an account and provide certain information about Yourself or Your company in order to use some of the features that are offered through the Site. You are responsible for maintaining the confidentiality of Your account password. You are also responsible for all activities that occur in connection with Your account. You agree to notify Us immediately of any unauthorized use of Your account. We reserve the right to close Your account at any time for any or no reason.
3. CONTENT OWNERSHIP
3.1. As between You and Accela, You own Your Content and We own the Accela Content. We also own the copyrights, trademarks, service marks, trade names, and other intellectual and proprietary rights throughout the world ("IP Rights") associated with the Developer Resources, which are protected by copyright, trade dress, patent, trademark laws and all other applicable intellectual and proprietary rights and laws. As such, You may not modify, reproduce, distribute, create derivative works or adaptations of, publicly display or in any way exploit any of the Accela Content in whole or in part except as contemplated in the ordinary use of the Developer Tools or as otherwise expressly authorized by Us.
3.2. Except as expressly and unambiguously provided herein, we do not grant You any express or implied rights, and all rights in and to the Developer Site and the Accela Content are retained by us.
4. SUGGESTIONS AND IMPROVEMENTS
4.1. By sending Us any ideas, suggestions, documents or proposals ("Feedback"), You agree that (i) Your Feedback does not contain the confidential or proprietary information of third parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) You grant Us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback.
5.1. You agree to indemnify, defend, and hold Accela, its parents, subsidiaries, affiliates, any related companies, suppliers, licensors and partners, and the officers, directors, employees, agents and representatives of each of them harmless, including costs, liabilities and legal fees, from any claim or demand made by any third party arising out of or relating to (i) Your access to or use of the Developer Site, (ii) Your violation of these Terms, or (iii) the infringement by You, or any third party using Your account, of any IP Rights or other right of any person or entity.
5.2. Accela reserves the right to assume the exclusive defense and control of any matter for which You are required to indemnify Us and You agree to cooperate with Our defense of these claims. You agree not to settle any such matter without Our prior written consent. We will use reasonable efforts to notify You of any such claim, action or proceeding upon becoming aware of it.
6. DISCLAIMERS AND LIMITATIONS OF LIABILITY
PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF ACCELA TO YOU. NOTHING HEREIN IS INTENDED TO LIMIT ANY RIGHTS YOU MAY HAVE WHICH MAY NOT BE LAWFULLY LIMITED.
6.1. The Developer Resources are made available to You on an “As Is”, “With All Faults”, and “As Available” basis. Your use of the Developer Resources is at Your own risk, We make no claims or promises about the quality, accuracy, or reliability of the Developer Site, the Developer Tools or their safety, security, or content. Accordingly, We are not liable to You for any loss or damage that might arise from, by way of example: (i) any Developer Resource inoperability, unavailability or security vulnerabilities or (ii) Your reliance on the quality, accuracy, or reliability of the Accela Content.
6.2. Your sole and exclusive right and remedy in the case of dissatisfaction with the Developer Site, Developer Tools or any Accela Content will be Your discontinuation of access to and use of the Developer Site and Developer Tools.
6.3. We disclaim liability for any indirect, special, incidental, punitive, exemplary, reliance, or consequential damages; loss of profits; business interruption; reputational harm; loss of information or data; and all other ancillary damages and losses.
7.1. You may terminate these Terms at any time by closing Your account, discontinuing Your use of the Developer Resources, and providing Us with a written notice of termination at our corporate headquarters.
7.2. We may close Your account, suspend Your ability to use certain portions of the Developer Site or Developer Tools, and/or ban You altogether from the Developer Site for any or no reason, and without notice or liability of any kind.
8. GENERAL TERMS
8.1. Governing Law and Jurisdiction. These Terms 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 these Terms 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.
8.2. Modification of Terms. We may modify these Terms from time to time. Your access to or use of the Developer Resources is governed by the Terms effective at the time of Your access or use. We will indicate at the top of this page the date that revisions were last made. You should revisit these Terms on a regular basis as revised versions will be binding on You. Your continued access to or use of the Site after the effective date of modifications to the Terms indicates Your acceptance of the modifications.
8.3. Reservation of Rights. We reserve the right to modify, update, or discontinue the Developer Resources at our sole discretion, at any time, for any or no reason, and without notice or liability
8.4. Notices. We may provide You with notices, including those regarding changes to these Terms by email, regular mail or communications through the Developer Site.
8.5. Entire Agreement. These Terms contain the entire agreement between You and Us regarding the use of the Developer Site, and supersede any prior agreement between You and Us on such subject matter. The parties acknowledge that no reliance is placed on any representation made but not expressly contained in these Terms. Notwithstanding the foregoing, we do not intend for these Terms to supersede on any separate agreement we may have with You in respect of any Accela software and services You may have purchased from Us. All terms and conditions in respect of such software and services will continue as set forth in our separate agreement.
8.6. No Waiver. Any failure on Our part to exercise or enforce any right or provision of these Terms does not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder
8.7. Enforceability. If any provision of these Terms is found to be unenforceable or invalid, then only that provision shall be modified to reflect the parties' intention or eliminated to the minimum extent necessary so that the Terms shall otherwise remain in full force and effect and enforceable.
8.8. No Assignment. The Terms, and any rights or obligations hereunder, are not assignable, transferable or sublicensable by You except with Our prior written consent, but may be assigned or transferred by Us without restriction. Any attempted assignment by You shall violate these Terms and be void.