As part of your participation in the ChannelAdvisor Developer Network, ChannelAdvisor Corporation ("ChannelAdvisor") hereby licenses to you access to the ChannelAdvisor Developer Network, the developer keys, and ChannelAdvisor apis to support your development of services for use with the ChannelAdvisor complete application (including, without limitation, the website and the apis developed through use of the website.) You shall have no right to sublicense or resell access to the apis or the developer keys. Your developed services must be complimentary to ChannelAdvisor customer's use of the ChannelAdvisor complete application and must not compete with ChannelAdvisor.
“You(r)” for purposes of this agreement shall be you the individual accepting the terms hereof, and if representing a company, ”you(r)” shall mean the company. The license is personal to you and/or your company you represent.
ChannelAdvisor does not warrant, and hereby disclaims, any and all warranties, express or implied, including, but not limited to, any warranty, (1) that the functions of the ChannelAdvisor Developer Network will meet your requirements, (2) that operation of the network or apis shall be uninterrupted or error-free, (3) that the software, network or API's are non-infringing on the intellectual property rights of another party, and/or (4 ) that the software, network or API's are fit for a particular purpose or are any doctrine of merchantibility.
ChannelAdvisor may discontinue access or initiate fees for access in its sole discretion. Your access shall be terminated immediately for violation of these terms, in ChannelAdvisor’s sole discretion, followed by notice (by email or letter) of such action taken. ChannelAdvisor may terminate your access for convenience, without liability, with thirty (30) days notice (by email or letter). If ChannelAdvisor ceases the API program or ceases making the API's available in general to users, it shall, in its sole discretion, provide you with notice (by email or letter or by posting on its website), the length of notice period shall be solely determined by ChannelAdvisor and such notice period may be immediate (if so determined). It is your responsibility to provide ChannelAdvisor with current email and address notice information. ChannelAdvisor shall use the email and address on file at the time of registration unless otherwise notified.
You may terminate your use of the developer keys and APIs at any time for convenience.
The software / program are ChannelAdvisor's confidential/trade secret information and shall be kept in the strictest of confidence and you are prohibited from disclosing such information to any third parties without ChannelAdvisor express written permission.
By accessing the network, you represent and warrant that: (1) you are not a ChannelAdvisor competitor nor are you employed or hired by a ChannelAdvisor competitor, (2) you will not offer a competing product to ChannelAdvisor as a result of your access to the apis, (3) you will not provide access to the software / program or to the apis or developer keys to any third party, and (4) you will not use the developer keys for any competing product.
You shall have no right to use (or otherwise), by virtue of these terms and access to the developer network, any marks, tradenames or logos of ChannelAdvisor, unless otherwise mutually agreed in writing by the parties (ChannelAdvisor and you).
ChannelAdvisor may modify these terms from time to time, in its sole discretion, and display them on the site or email you. All such modifications are a modification of this agreement and you shall be immediately bound by the new terms (unless otherwise expressly stated in the new terms notice).
In no event, unless required by applicable law, shall ChannelAdvisor (or its affiliates, subsidiaries, employees, directors, contractors, assigns or agents), be liable for any loss, expense or damages (including without limitation incidental, consequential, punitive, or direct damages), of any type or nature arising out of the use or inability to use the ChannelAdvisor Developer Network, including, but not limited to, claims, suits or causes of action involving alleged infringement of intellectual property rights, trade secrets, or unfair competition, or disruption of business or loss of business.