Bidali Partner ProgramLast updated on March 11th, 2019
Please read these terms and conditions as set out below (the "Terms") of this Partner Program Agreement (the "Agreement") carefully before signing up for and/or participating in the Bidali Partner Program as defined below (the "Program").
This Agreement is between you (the "Partner") and Bidali Inc. ("Bidali", "we", "our", or "us") (collectively, the "Parties", and each a "Party"). Your participation in the Program is conditional on your acceptance of the Terms of this Agreement.
Some types of Program activities may require that you agree to additional terms ("Additional Terms"). Such Additional Terms will be explicit and will reference this Agreement. In the event of a conflict or inconsistency between this Agreement and the Additional Terms, the Additional Terms will govern, to the extent of such conflict or inconsistency.
Part A: General Partner Program Terms and Conditions
In these Terms, the following definitions apply:
- a) "Applications" means any applications that are managed by a Partner and that relate to Partner’s activities pursuant to this Agreement.
- b) "API Key" means a unique randomized string of characters and numbers associated to your email (as submitted to Bidali) and that was generated by Bidali and is used for authentication and attributing SDK, plugins, and API usage to you.
- c) "Bidali", "we", "us", or "our" means Bidali Inc., any of its affiliates, subsidiaries, business partners, licensors, agents, content providers (not including you), service providers, employees, personnel, officers, directors, and representatives;
- d) "Bidali Creative" means any marketing and/or promotional materials relating to Bidali and/or Bidali brands, including but not limited to copyrighted content, hypertext links, domain names, icons, buttons, banners, graphic files, images, trademarks, logos, service marks and trade names of Bidali Inc., whether registered or unregistered, including but not limited to the word mark BIDALI and our over-lapping circles glyph logo.
- e) Bidali "Gift Card Store" means Bidali’s gift card store available at https://giftcards.bidali.com.
- f) "Customer" means an individual, other legal entity or representative of a legal entity that makes a purchase or attempts to make a purchase from a Merchant, including the Bidali Gift Card Store, using the Bidali Services.
- g) "Customer Agreement" means the agreement entered into between a Partner and the Customer governing the Customer’s use of the Partner’s services, including, if applicable, the installation and use of an Application.
- h) "Customer Data" means information (including personal information) relating to a Customer, including, but not limited to, order information, payment information, and account information. Where a Partner uses the Bidali API, Customer Data may be delivered in the form of an API response.
- i) "Eligible Purchase" means a successful gift card purchase through our Bidali Gift Card Store or Commerce SDK.
- j) "Eligible Transactions" means successful digital currency payments from a Customer to a Merchant processed by Bidali’s Payments Platform.
- k) "Merchant" means an individual or other legal entity that uses the Services to sell products or services.
- l) "Merchant Data" means information (including personal information) relating to a Merchant, including but not limited to business, financial and product information and any Customer Data. Where a Partner uses the Bidali API, Merchant Data may be delivered in the form of an API response.
- m) "Partner Account" means a Bidali Partner Program account.
- n) "Payments Platform" means the Bidali Services used by Merchants for payment processing.
- o) "Program Duration" means the date the Program was launched, being November 14, 2018, for an indefinite period of time or until we decide to terminate the Program.
- p) "Qualified Referral" means a completion of an Eligible Purchase or the creation of a Bidali Merchant account by a Referee.
- q) "Referee" means an individual or representative of a legal entity that came to our Gift Card Store or used our Commerce SDK and as a result of using your Unique Referral Code and completed at least one Eligible Purchase.
- r) "Referral Rewards" ("Fees") means a percentage of the total fiat purchase value of Eligible Purchases or Eligible Transactions by each Qualified Referral.
- s) "Services" means:
- Our website located at bidali.com and any other associated websites (individually a "Site" and collectively the "Sites");
- Our software software, including routines, data structures, object classes, protocols, programs, templates, libraries and interfaces, application programming interfaces ("APIs"), software development kits ("SDKs"), e-commerce plugins ("Plugins"), developer tools, technical documentation, and other related materials provided to you.
- t) "Unique Referral Code" means the referral code unique to your email (as submitted to Bidali) and that was generated by Bidali.
- u) "Websites" means any websites that are managed by a Partner and that relate to Partner’s activities pursuant to this Agreement.
You may Participate in the Program if you are a person that is at least 18 years of age and signs up for the Program either as an individual or on behalf of a corporation or other legal entity ("Organization") (herein referred to as an "Eligible Participant"). By participating in the Program and agreeing to the terms of this Agreement, you will be referred to as a "Partner".
3. Partner Responsibilities
3.1 Marketing Activities
You agree that as a Partner you will bear all costs and expenses related to your marketing or promotion of Bidali, and, as applicable, your Applications, or any other products or services associated with your participation in the Partner Program (collectively, "Partner Marketing Activities") in any area, location, territory or jurisdiction, unless otherwise determined by Bidali in its sole discretion.
In addition, Bidali, in it's sole discretion, may choose to announce and/or market a relationship with a Partner.
Without limiting the generality of the foregoing, a Partner shall not:
- (a) use malware, spyware or any other aggressive advertising or marketing methods in any of its dealings relating to Bidali;
- (b) make any false, misleading or disparaging representations or statements with respect to Bidali and/or the Program;
- (c) copy, resemble or mirror the look and feel of Bidali’s websites, Bidali's Trademarks or Services or otherwise misrepresent your affiliation with Bidali;
- (d) sign up for multiple Partner Accounts through different email accounts;
- (e) imply that such independent marketing methods are being sent on behalf of Bidali;
- (f) engage in any other practices which may adversely affect the credibility or reputation of Bidali or may reflect negatively towards Bidali's brand, products, services, affiliates, directors, contractors and employees, including but not limited to, sending email communications or using any Website or Application in any manner, or having any content on any Website or Application, that:
- (i) uses aggressive or low-quality marketing, including marketing services that are unrelated to Bidali or the Partner’s services;
- (ii) promotes sexually explicit materials, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age, and/or any illegal or objectionable activities;
- (iii) violates any intellectual property or other proprietary rights of any third party; or
- (iv) violates the Bidali User Agreement;
3.2 Compliance with Laws
In addition to, and without limiting the provisions of this Agreement, the Partner shall perform its obligations hereunder in accordance with the highest applicable industry standards and in compliance with all applicable laws, rules and regulations.
3.3 Partner's Duty to Inform
A Partner shall promptly inform Bidali of any information known to the Partner that could reasonably lead to a claim, demand or liability of or against Bidali by any third party.
A Partner shall promptly inform Bidali if they are aware of any individuals or entities that are using the Bidali Services to launder money or finance terrorist activities.
You represent and warrant that you shall:
- (a) not make any promise, mislead or misrepresent the Program or your possible Referral Rewards or benefits to any person;
- (b) provide appropriate disclosure, as required by applicable laws, that you will be rewarded for referring others; and
- (c) participate in the Program in accordance with all applicable laws, including, any anti-spam legislation applicable to the jurisdiction in which you live, and where necessary, enable Bidali to comply with such laws.
- (d) be responsible for the performance of all of your Partner obligations under the Agreement, regardless of whether you sublicense or subcontract any such obligations to any third party, including but not limited to any affiliates or subsidiaries of a Partner.
3.5 Other Partner Terms
To become a Partner, you must create a Partner Account by providing all information indicated as required. Bidali may reject an application for a Partner Account for any reason, in its sole discretion. You acknowledge that Bidali will use the email address provided by the Partner as the primary method for communication. You are responsible for keeping your Partner Account password secure. Bidali cannot and will not be liable for any loss or damage arising from a Partner’s failure to maintain the security of their Partner Account and password.
If you sign up for a Partner Account on behalf of a legal corporate entity or other organization ("Organization"), this Organization shall be deemed to be the Partner for the purpose of this Agreement, and you represent and warrant that you have the authority to bind this Organization to this Agreement. Each Partner is responsible for assuring that its directors, shareholders, employees, subcontractors, subsidiaries, agents and affiliates comply with this Agreement.
4. Intellectual Property Rights
During the term of this Agreement, Bidali hereby grants to Partner a limited, revocable, non-exclusive, non-sublicensable and non-transferable license to use the Bidali Creative and Services solely as necessary to perform Partner’s obligations under this Agreement.
Bidali Creative and the Bidali brand guidelines ("Bidali Trademark Usage Guidelines") can be accessed on our Brand Resources web page. By using the Bidali Creative, you indicate your acceptance of our Bidali Trademark Usage Guidelines and you understand that a violation of these guidelines or this Agreement may result in the termination of your license and/or permission to use the Bidali Creative.
As between the Partner and Bidali, the Bidali Creative, all demographic and other information relating to Customers and/or Merchants (including Referees), prospective Partners and Partners, the Services, Merchant Data, Customer Data and all software, documentation, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, websites, and any additional intellectual or other property, including partner feedback to Bidali concerning the Partner Program, the Bidali Services, or the Bidali Creative ("Feedback"), used by or on behalf of Bidali or otherwise related to the Services, Bidali Partner Program, Bidali, together with all copyrights, trademarks, patents, trade secrets and any other proprietary rights inherent therein and appurtenant thereto (collectively, "Bidali Property") shall be and remain the sole and exclusive property of Bidali.
To the extent, if any, that ownership of any Bidali Property does not automatically vest in Bidali by virtue of this Agreement, or otherwise, and vests in Partner, Partner hereby transfers and assigns to Bidali, upon the creation thereof, all rights, title and interest Partner may have in and to such Bidali Property (and waives any and all moral rights, as applicable), including the right to sue and recover for past, present and future violations thereof.
You shall not, now or in the future, apply for or contest the validity of any Bidali Creative and you shall not, now or in the future, apply for or use any term or mark confusingly similar to any of the Bidali Creative.
5. Disclaimer of warranty
The Bidali Partner Program, the Services (including without limitation the Commerce SDK and the Bidali Payments Platform), Developer Tools, Bidali Data, and the Bidali Creative are provided "as-is", "where-is", with all faults, on an "as-available" basis. Bidali makes no warranties hereunder, and Bidali expressly disclaims all warranties, express or implied, including, but not limited to, warranties of merchantability and fitness for a particular purpose. Without limiting the foregoing, Bidali further disclaims all representations and warranties, express or implied, that the Services (including without limitation the Commerce SDK and the Bidali Payments Platform), the Bidali Trademarks, and the Bidali Creative satisfy all of Partner’s or Merchant’s requirements and will be uninterrupted, error-free or free from harmful components.
"Confidential Information" shall include, but shall not be limited to, any and all information associated with a Party’s business and not publicly known, including specific business information, technical processes and formulas, software, customer lists, prospective customer lists, names, addresses and other information regarding customers and prospective customers, product designs, sales, costs (including any relevant processing fees), price lists, and other unpublished financial information, business plans and marketing data, and any other confidential and proprietary information, whether or not marked as confidential or proprietary. For the avoidance of doubt, as between Bidali and Partner, Merchant Data and Customer Data is the Confidential Information of Bidali.
Each Party agrees to use the other Party’s Confidential Information solely as necessary for performing its obligations under this Agreement and in accordance with any other obligations in this Agreement including this Section 6 (Confidentiality). Each Party agrees that it shall take all reasonable steps, at least substantially equivalent to the steps it takes to protect its own proprietary information, to prevent the duplication, disclosure or use of any such Confidential Information, other than:
- (a) by or to its employees, agents and subcontractors who must have access to such Confidential Information to perform such Party’s obligations hereunder, who each shall treat such Confidential Information as provided herein, and who are each subject to obligations of confidentiality to such Party that are at least as stringent as those contained herein; or
- (b) as required by any law, regulation, or order of any court of proper jurisdiction over the Parties and the subject matter contained in this Agreement, provided that, if legally permitted, the receiving Party shall give the disclosing Party prompt written notice and use commercially reasonable efforts to ensure that such disclosure is accorded confidential treatment. Confidential Information shall not include any information that the receiving Party can prove:
- (i) was already in the public domain, or was already known by or in the possession of the receiving Party, at the time of disclosure of such information;
- (ii) is independently developed by the receiving Party without use of or reference to the other Party’s Confidential Information, and without breaching any provisions of this Agreement; or
- (iii) is thereafter rightly obtained by the receiving Party from a source other than the disclosing Party without breaching any provision of this Agreement.
7. Limitation of Liability and Indemnification
7.1 Limitation of Liability
Bidali shall have no liability with respect to the Bidali Partner Program, the Services, the Bidali Creative or Bidali’s obligations under this Agreement or otherwise for any direct, indirect, incidental, special, consequential, or exemplary damages, including but not limited to, damages for losses of profits, goodwill, use, data or other intangible losses resulting in any way from the Services, the Bidali Creative, or Partner’s participation or inability to participate in the Bidali Partner Program even if Bidali has been advised of the possibility of such damages. In any event, Bidali’s liability to the Partner under this Agreement for any reason will be limited to any Fees owed to the Partner by Bidali immediately preceding the event giving rise to the claim for damages. This limitation applies to all causes of action in the aggregate, including, but not limited to, breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts.
The relationship between a Merchant and a Partner or a Customer and Partner is strictly between the Merchant and the Partner and the Customer and the Partner, and Bidali is not obligated to intervene in any dispute arising between the Merchant and the Partner or a Customer and the Partner. Under no circumstances shall Bidali be liable for any direct, indirect, incidental, special, consequential, punitive, extraordinary, exemplary or other damages whatsoever, that result from or relate to the Partner’s relationship with any Merchant or the Partner's relationship with any Customer. These limitations shall apply even if Bidali has been advised of the possibility of such damages. The foregoing limitations shall apply to the fullest extent permitted by applicable law.
7.2 Partner Indemnification
The Partner agrees to indemnify, defend and hold harmless Bidali and the directors, officers, employees, subcontractors, affiliated and agents thereof (each, an "Indemnified Party", and collectively, the "Indemnified Parties"), with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys’ fees (collectively, "claims"), to the extent that such claim is based upon or arises out of:
- (a) A Partner’s breach of any representation, warranty, obligation or covenant under this Agreement;
- (b) A Partner’s gross negligence or wilful misconduct;
- (c) any warranty, condition, representation, indemnity or guarantee relating to Bidali granted by the Partner to any Merchant, Customer, prospective Partner or other third party;
- (d) The Partner’s use of the Bidali Services, (including without limitation the Commerce SDK and Bidali Payments Platform);
- (e) The Partner’s breach of any term of this Agreement (including any documents it incorporates by reference) or a Customer Agreement;
- (f) any third party claim that Partner’s products or services, including without limitation any Application or Website infringes the intellectual property or other rights of a third party;
- (g) the performance, non-performance or improper performance of the Partner’s products or services, including without limitation, any Application or Website;
- (h) a security breach on the Partner’s Applications or Websites, which include but are not limited to, the loss of Customer data or Customer funds; and
- (i) The Partner’s relationship with any Customer and/or Merchant.
7.3 Notice of Indemnification
In claiming any indemnification hereunder, the Indemnified Party shall promptly provide the Partner with written notice of any claim which the Indemnified Party believes falls within the scope of the indemnifications provided under this Agreement. The Indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that the Partner shall control such defense and all negotiations relative to the settlement of any such claim and further provided that in settling any claim the Partner will not make any admission on behalf of the Indemnified Party or agree to any terms or conditions that do or reasonably could result in any admission by, or the imposition of any liability upon, the Indemnified Party without the prior written approval of the Indemnified Party.
7.4 Non-exclusive remedies
In the event of any breach or threatened breach by a Partner of any provision of Sections 3, 4 and/or 6 above, in addition to all other rights and remedies available to Bidali under this Agreement and under applicable law, Bidali shall have the right to:
- (a) immediately enjoin all such activity, without the necessity of showing damages or posting bond or other security;
- (b) immediately terminate this Agreement and Partner’s engagement hereunder;
- (c) receive a prompt refund of all amounts paid to Partner hereunder; and
- (d) be indemnified for any losses, damages or liability incurred by Bidali in connection with such violation, in accordance with the provisions of this Section 8 (Limitation of Liability and Indemnification).
8. General provisions
8.1 Force Majeure
If the performance of any part of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action (including, but not limited to, any law, regulation or embargo prohibiting the performance contemplated hereunder and/or the failure or refusal of a government agency to issue a license required for any performance pursuant to this Agreement), labour disputes, act of God or any cause beyond the reasonable control of that Party, the Party shall be excused from such performance to the extent that it is prevented, hindered or delayed by such cause. Notwithstanding anything herein to the contrary, the Party prevented from performing hereunder by a force majeure event shall nevertheless use its best efforts to recommence its performance hereunder as soon as reasonably practicable and to mitigate any damages resulting from its non-performance hereunder.
8.2 Independent Contractors
The Parties to this Agreement are independent contractors. Neither Party is an agent, representative or related entity of the other Party. Neither Party shall have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or otherwise bind, the other Party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the Parties or to impose any liability attributable to such a relationship upon either Party.
Nothing in this Agreement is intended to create, nor shall it be construed as creating, any exclusive arrangement between the Parties to this Agreement. This Agreement shall not restrict either Party from entering into similar arrangements with others, provided it does not breach its obligations under this Agreement by doing so, including without limitation, any confidentiality obligations.
Any notice, approval, request, authorization, direction or other communication under this Agreement shall be given in writing and shall be deemed to have been delivered and given for all purposes:
- (a) on the delivery date if delivered personally, or by email to Partner’s email address listed in the Partner Account, and to firstname.lastname@example.org;
- (b) two (2) business days after deposit with an internationally recognized commercial overnight courier service, with written verification of receipt; or
- (c) five (5) business days after deposit in certified or registered mail, return receipt requested, postage and charges prepaid, to the address provided in the Partner Account, and for Bidali to the contact information as defined in Section 11 (Contact).
8.5 No Waiver
The failure of either Party to insist upon or enforce strict performance by the other Party of any provision of this Agreement or to exercise any right under this Agreement shall not be construed as a waiver or relinquishment to any extent of such Party’s right to assert or rely upon any such provision or right in that or any other instance; rather, the same shall be and remain in full force and effect. Each waiver shall be set forth in a written instrument signed by the waiving Party.
8.6 Entire Agreement
This Agreement, including any completed application form and all guidelines and other documents linked or otherwise incorporated or referenced herein, sets forth the entire agreement and supersedes any and all prior agreements, written or oral, of the Parties with respect to the subject matter hereof (including, but not limited to, any prior version of this Agreement). Neither Party shall be bound by, and each Party specifically objects to, any term, condition or other provision that is different from or in addition to the provisions of this Agreement (whether or not it would materially alter this Agreement) and which is proffered by the other Party in any correspondence or other document, unless the Party to be bound thereby specifically agrees to such provision in writing.
All the terms and provisions of this Agreement shall be binding upon and inure to the benefit of the Parties to this Agreement and to their respective heirs, successors, permitted assigns and legal representatives. Bidali shall be permitted to assign this agreement without notice to or consent from Partner. Partner shall have no right to assign or otherwise transfer this Agreement, or any of its rights or obligations hereunder, to any third party without Bidali’s prior written consent, to be given or withheld in Bidali’s sole discretion.
8.8 Applicable Laws
This Agreement shall be governed by and interpreted in accordance with the laws of the Province of Alberta and the laws of Canada applicable therein, without regard to principles of conflicts of laws. The parties irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of the Province of Alberta with respect to any dispute or claim arising out of or in connection with this Agreement.
8.9 Patent Non-Assertion
Partner and its affiliates covenant not to assert patent infringement claims against Bidali or any Bidali products and services.
By submitting your email to the Partner Program the Partner hereby fully agrees with all terms and provisions of this Agreement, including all documents linked to herein.
8.11 Service Providers
You, as a Partner, may work with service providers as necessary to facilitate your performance under this Agreement. You acknowledge and agree that any act or omission by a Partner’s service provider amounting to a breach of this Agreement will be deemed to be a breach by the Partner.
8.12 Industry Standards
A Partner’s networks, operating system and software of its web servers, routers, databases, and computer systems (collectively, "Partner System") must be properly configured to Internet industry standards so as to securely operate Partner’s Website and Applications, as applicable. If a Partner does not completely control some aspect of the Partner System, the Partner will use all influence that the Partner has over the Partner System to do so. As a Partner you must diligently correct any security deficiency, and disconnect immediately any known or suspected intrusions or intruder.
In addition, if a Partner has access to Merchant Data or Customer Data, a Partner:
- (a) shall only use or store such information for the purpose of providing the Partner’s services to the Merchant to whom the Merchant Data or Customer to whom the Customer Data relates, and shall not share, sell, disclose or otherwise provide such information to any third party, except as provided for in this Agreement;
- (b) shall not communicate with Customers directly or indirectly, provided however that the Partner may contact Customers if the information is obtained from another source, such as from the Customers themselves;
- (c) shall only store such information for as long as reasonably necessary to provide the Partner’s services to the Merchant to whom the Merchant Data or to the Customer to whom the Customer Data relates;
- (d) shall use industry standard measures to protect against unauthorized access to, disclosure or use of such information;
- (v) shall comply with all applicable laws and regulations relating to the protection and privacy of personally identifiable information in the Partner’s provision of the Partner’s services; and
- (e) shall notify Bidali of any actual or suspected breach or compromise of Merchant Data or Customer Data (a "Data Breach") within two (2) business days of becoming aware of such occurrence. Upon learning of the Data Breach, at its own cost, the Partner will: (a) promptly remedy the Data Breach to prevent any further loss of Merchant Data and/or Customer Data; (b) investigate the incident; (c) take reasonable actions to mitigate any future anticipated harm to Bidali, the Bidali Related Entities, Merchants or Customers; and (d) regularly communicate the progress of its investigation to Bidali and cooperate to provide Bidali with any additional requested information in a timely manner.
Unless otherwise specified in the Agreement, either Party may terminate this Agreement at any time, with or without cause, effective immediately upon notice to the other Party.
Fraudulent or other unacceptable behaviour by a Partner, including breach of Bidali's User Agreement, as determined by Bidali in its sole discretion, may result in one or more of the following actions being taken by Bidali: (a) termination of the Partner’s affiliation with Merchants within the Partner Account; (b) suspension of some or all Partner privileges under the Partner Program; and (c) termination of the Partner Account entirely without notice to, or recourse for, Partner.
Bidali reserves the right to cancel or modify the Partner Program Agreement in its entirety, including Fees, at any time. If a significant change is made to the Partner Program Agreement, including any material change to Fees, Bidali will provide reasonable notice by email, posting a notice on the Bidali blog and/or other notification channels.
Any Fees owed by Bidali to the Partner upon cancellation of the Partner Program Agreement will be paid within thirty (30) days of the effective termination date.
9.2 Obligations Upon Termination
Upon termination of this Agreement:
- (a) each Party shall return to the other Party, or destroy (and provide certification of such destruction), all property of the other Party in its possession or control (including all Bidali Creative and all Confidential Information);
- (b) The Partner shall immediately cease displaying any Bidali Creative and/or any Bidali Trademarks on any Website or otherwise; and
- (c) all rights granted to Partner hereunder will immediately cease, including but not limited to the right of Partner to access their Partner Account, Partner Dashboard, Bidali Services, or to receive any payments of Fees hereunder, unless otherwise determined by Bidali in its sole discretion.
10. Changes to Terms or Program
You agree to Bidali’s E-Sign Consent. We have the right, in our sole discretion, to completely terminate, add to, remove, modify or otherwise change any part of these Terms and/or the Program, in whole or in part, at any time.
If we do so, we will publish the modified Terms to our website, and if a material change is made, will notify you by providing you with a notice in a manner we deem reasonable including notifications within the product’s dashboard, and through other communications. Such changes shall be effective immediately as per the "last updated" date.
It’s important that you review the Program whenever we modify it because your continued participation in the Program after any such changes to these Terms will constitute acceptance of those changes. If any change to these Terms or the Program is not acceptable to you, you must discontinue your participation in the Program immediately. These Terms apply exclusively to your participation in the Program and do not alter the terms or conditions of any other agreement you may have with us.
If you have questions or concerns regarding this Agreement, or if you have a complaint, you should contact us at email@example.com, our support page, or by writing to us at:
Bidali Inc. #600 - 630 8th Ave SW Calgary, AB, Canada T2P 1G6
Telephone: +1 (855) 886-4830 (international call charges may apply)
Part B: Additional Terms and Conditions For Developer Partners
All Partners or Developers that utilize our APIs, SDKs, Plugins, developer documentation or any data or content obtained via our APIs ( "Bidali Data"), SDKs, or plugins (collectively the "Developer Tools") in their Applications, systems, platforms and Websites are subject to the terms defined in Part A: General Partner Program Terms and Conditions of this Agreement 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 should not agree to be a Developer Partner.
In the event of any conflict between the content in this Development Agreement and the policies or agreements referenced above, this Developer 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 thirty (30) days notice.
You acknowledge that an update, modification, or termination of the Developer Tools may adversely affect how your Application access 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.
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.
As a Partner, 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 support to share your grievances, but you should cease all use of the Developer Tools.
3. Your Account
In order to use the Developer Tools, you are required to sign a Bidali Partner Program 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 firstname.lastname@example.org.
The Developer Partner 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 Partner will be expected to upgrade the Developer Tools they are using and release a software update of their Application and/or Website within seventy-two (72) hours of being notified of an update by Bidali. Maintenance updates will be released by the Partner within thirty (30) days of notice of an update by Bidali.
Bidali will work with the Partner to ensure the Developer Tools upgrade process is as smooth as possible. If the Partner requires more time or resources to update the Developer Tools, the Partner may ask Bidali for an extension and Bidali, may choose to assist the Partner, in order to make the agreed upon deadlines.
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. 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 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 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 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 or content accessed via the Developer Tools other than for purposes allowed under this Agreement. You may not share such data or content 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 in order to avoid serving legal process directly on Bidali.
- (h) Use the Developer Tools 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 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 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 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. Our Developer Tools (with the exception of our Checkout SDK) do not include any third party analytics services. In many of 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.
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.