Bidali Developer Usage Agreement

Last updated on October 14th, 2020

Bidali Inc., a Canadian privately controlled corporation, its affiliates, and subsidiaries ("Bidali", "we", "us" and "our") provide products and services that enable individuals and businesses (individually a "Customer", "you", "your" and collectively "Customers") to purchase gift cards, vouchers and other prepaid products, earn rewards or receive exclusive offers ("Products"), and to share these Products with other Customers as well as enable business Customers to offer such Products and distribute these Products to other Bidali Customers, their customers and employees (collectively such services will be known as, the "Services").

Bidali has developed this Developer Usage Agreement ("Agreement") to describe the terms that govern the use of Bidali’s Products and Services.

the individual, if the individual is using the Services for his or her personal use; or (ii) the corporation, institution, partnership, organization or other entity on whose behalf the individual accepting these Terms is acting;

This Agreement represents an agreement made by and between you and Bidali and has the legal effect of a legal contract. Please read this Agreement carefully prior to using the Services operated by Bidali. Your access and ability to use our Services is conditioned upon your acceptance of, and compliance with this Agreement as well as our Terms of Use, Privacy Policy, AML Policy, and E-sign consent.

All Participants or Developers that utilize our APIs, SDKs, Plugins, developer documentation (collectively the "Developer Tools") or any data or content obtained via our Developer Tools ("Bidali Data") in the Developer and/or Participant Applications, systems, platforms and Websites are subject to the terms defined in aforementioned policies and agreements as well as the following additional terms and conditions (the "Developer Agreement").

If you do not agree with our Developer Agreement then you may not use our Developer Tools and Bidali Data and we ask that you refrain from using our Services.

1. Conflicts

In the event of any conflict between the content in this Agreement and the policies or agreements referenced above, this Developer Usage Agreement controls your use of the Developer Tools.

2. Updates to the Developer Tools

2.1 Right to Update the Developer Tools

Bidali may provide you with support or modifications for the Developer Tools, in its sole discretion, and may terminate such support at any time without notice. Bidali may change, suspend, or discontinue the Developer Tools, in whole or in part, at any time, including the availability of any Developer Tools. While we will make our best effort to do so, we cannot guarantee that future versions of the Developer Tools will be backwards compatible. As a result we follow semantic versioning of our Developer Tools and if we choose to discontinue our Developer Tools we will provide fourteen (14) days notice.

You acknowledge that an update, modification, or termination of the Developer Tools may adversely affect how your Application accesses or communicates with the Developer Tools. You are responsible for ensuring you are able to continue to use the Developer Tools, particularly any tools that are or have undocumented parts.

2.2 Notification

If we make a material change in this Agreement or to your access or use of the Developer Tools, we will provide you with notice on the Services, and/or by sending you a notice via the email address we have on record for you. It is your responsibility to stay up to date with changes to the Developer Tools.

2.3 Acceptance

As a Participant, your continued use of the Developer Tools following notification of changes to the Agreement constitutes your acceptance of the terms and conditions of this Agreement as modified for you and, if applicable, the entity you represent. Your continued use of the Developer Tools after make any changes (as described above) will constitute your binding acceptance of such updates or modifications. If any changes are unacceptable to you, you may contact our legal team to share your grievances, but you should cease all use of the Developer Tools.

3. Your Account

3.1 Registration

In order to use the Developer Tools, you are required to sign a Bidali Rewards Program Agreement and are bound by this Agreement. You will be issued an API Key for accessing the Developer Tools. You must keep your registration information accurate, complete, and current while you use the Developer Tools. If your information changes you must notify us immediately.

3.2 Your Responsibility

You are responsible for all use that occurs under your account with your API Key, including any activities by you or any third parties that have access to your account information whether authorized or not.

You may not sell, sublicense, transfer or otherwise disclose your account or API Key to any third party that does not agree with this Agreement. You should take steps to adequately secure your account and API Key so that it is not accessible by unauthorized third parties.

If you believe an unauthorized person has gained access to your account or API Key, you must notify us immediately at security@bidali.com.

3.3 Maintenance

The Developer Participant will promptly maintain and perform any required updates as soon as possible, in order to ensure that the Developer Tools they are using are as secure and function as expected.

For critical security updates the Participant will be expected to upgrade the Developer Tools they are using and release a software update of their Application and/or Website within fourty-eight (48) hours of being notified of an update by Bidali. Maintenance updates will be released by the Participant within fourteen (14) days of notice of an update by Bidali.

Bidali will work with the Participant to ensure the Developer Tools upgrade process is as smooth as possible. If the Participant requires more time or resources to update the Developer Tools, the Participant may ask Bidali for an extension and Bidali, may choose to assist the Participant, in order to make the agreed upon deadlines.

4. Licenses

4.1 Developer Tools License Grant

Subject to the terms and restrictions set forth in the Terms, Bidali grants you a limited, revocable, non-exclusive, non-transferable and non-sublicensable license solely to use and integrate the Developer Tools and underlying content into your Websites or Applications in order to interface directly with Bidali Services and access the Bidali Data. You agree that your violation of any of the terms in this Agreement will automatically terminate your license to the Developer Tools.

4.2 Open Source and Third Party Software

The Developer Tools may include open source or third party software, and such software is made available to you under the terms of the applicable licenses. All third party software used in the production distribution of the Developer Tools are licensed under one of the following permissive open source licenses: MIT, ISC, Apache-2.0, BSD-2-Clause, BSD-3-Clause, MPL-2.0, CC-BY-4.0, Public Domain, CC-BY-3.0, CC0-1.0.

4.3 Usage Restrictions

A violation of the restrictions described below will result in suspension or termination of your access or use of the Developer Tools. You agree to follow the restrictions below and you will not encourage or facilitate others to violate these restrictions.

You shall not, and shall not encourage or authorize others to:

  • (a) Use the Developer Tools and Bidali Data in any manner that is not expressly authorized by this Agreement.
  • (b) Copy, rent, lease, sell, sublicense, or otherwise transfer your rights in the Developer Tools and Bidali Data to a third party.
  • (c) Alter, reproduce, adapt, distribute, display, publish, reverse engineer, translate, disassemble, decompile or otherwise attempt to create any source code that is derived from the Developer Tools.
  • (d) Use or access the Developer Tools and Bidali Data for purposes of monitoring the availability, performance, or functionality of any of Bidali’s products and service or for any other benchmarking or competitive purposes.
  • (e) Collect, cache, aggregate, or store data, including Bidali Data, or content accessed via the Developer Tools other than for purposes allowed under this Agreement. You may not share such data or content, including Bidali Data, with third parties in any manner without Bidali’s prior written authorization.
  • (f) Use the Developer Tools for any Application that constitutes, promotes or is used in connection with spyware, adware, or any other malicious programs or code.
  • (g) Knowingly allow or assist any government entities, public authorities, law enforcement, or other organizations to conduct surveillance or obtain data using your access to the Developer Tools and Bidali Data in order to avoid serving legal process directly on Bidali.
  • (h) Use the Developer Tools and Bidali Data to encourage, promote, or participate in illegal activity, violate third party rights, including intellectual property rights or privacy rights, or to violate the Terms or engage in any Prohibited Use or Prohibited Business as defined in the User Agreement.
  • (i) Use the Developer Tools and Bidali Data in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise impacts the stability of Bidali’s servers or impacts the behavior of other applications using the Developer Tools.
  • (j) Attempt to cloak or conceal your identity or your Application’s identity when requesting authorization to the Developer Tools.
  • (k) Use the Developer Tools and Bidali Data to (i) access or use any information not permitted by this Agreement, to (ii) circumvent or break any of Bidali’s administrative, technical or organizational security measures, (iii) disrupt, impair, overburden or degrade the Developer Tools or Bidali Services, (iv) change the Developer Tools or Bidali Services in any way, or (v) test the vulnerabilities of the Services or Developer Tools without Bidali’s written authorization. Bidali currently only allows testing via our Bug Bounty Program.
  • (l) Duplicate or compete with Bidali’s core products and/or Services including, without limitation, in connection with any application, website or other product or service that also includes, features, endorses, or otherwise supports in any way a third party that provides services competitive to Bidali’s products and services, as determined in our sole discretion.
  • (m) Use any data collected from your use of Developer Tools, including Bidali Data, for advertising purposes, without our express written consent.
  • (n) Conduct, engage in or otherwise process Bidali Data to analyze individuals or groups of natural persons for unlawful or discriminatory purposes.
  • (o) Transmit any data, including Bidali Data, related to your integration of the Developer Tools on a channel that is not secure and encrypted (e.g., HTTPS).

5. Duty to Notify

You acknowledge that if you discover a security vulnerability or some other concern you will bring it to our attention immediately. If such a vulnerability is discovered you will not attempt to exploit it for malicious purposes and you will not disclose it to another party. Any attempt to do so, will result in a breach of this Agreement.

6. API Limits

Bidali may set limits on the number of API calls that you can make or anything else about the Developer Tools at its sole discretion without notice. For example, we may limit your API calls in the interest of service stability. If you exceed the limits, Bidali may moderate your activity or cease offering you access to the Bidali APIs altogether in Bidali’s sole discretion. You agree to such limitations and will not attempt to circumvent such limitations. Any attempt to do so, will result in a breach of this Agreement.

7. Security and Privacy

We take security and privacy very seriously, as such our Developer Tools do not contain any unnecessary integration of third-party analytics services. In our Developer Tools we include a bug reporting service that captures anonymous data so that we can accurately diagnose and fix any issues that arise.

Our SDKs and Plugins may have anonymized usage data sent to Google Analytics so that we can determine the effectiveness of the product and perform improvements. For more information on the data we collect and how we use it please refer to our Privacy Policy.

8. Termination

8.1 Termination

Bidali may immediately terminate or suspend this Agreement, any rights granted herein, and/or your license to the Developer Terms, at its sole discretion, at any time, for any reason by providing notice to you. You may terminate your use of the Developer Tools at any time by discontinuing your use of the Developer Tools. Without limiting the foregoing, we may limit your Application’s access to the Developer Tools in our sole discretion which may negatively affect your Application and/or your business, our Bidali Services, or our ability to provide the Bidali Services. We will not be liable to you or any third party for any costs or damages as a result of termination of this Agreement.

8.2 Obligations Upon Termination

Upon termination of this Agreement:

  • (a) Your licenses and rights to our Developer Tools are terminated immediately; and
  • (b) You shall permanently delete all Bidali Data received as a result of the Developer Tools, and provide Bidali with certification that you have deleted all such Personal Information and Confidential Information upon request.