- Agreement and Introduction
1.1 Zippie BVI Limited including our affiliated companies (“Affiliates”) (“Zippie”, “we", “us", “our") serves as a gateway to the decentralized internet by providing scalable access to the Ethereum blockchain and IPFS infrastructure. Zippie provides a platform including but not limited to Sign in with Zippie, Explorer, Zippie Wallet and Zippie ID that software, content, digital materials and other items and services whether centralised or decentralised (“Application(s)”) can connect to using APIs provided by Zippie. By registering an Zippie ID a public key will be associated to you (“Developer Account”). Your Application(s) will be associated with this public key and you are responsible for everything published in connection to your Zippie ID.
1.2 Any connection with Third Party Material and links provided on the Zippie Platform are not covered by these Terms and by accessing such Third Party application(s), content or links, Zippie is not responsible or liable, directly or indirectly, for any damage or loss or for the availability of such Applications, external sites or resources. Zippie does not endorse and is not responsible or liable for anything available from Third Party Material.
1.4 If you are agreeing to be bound by this Developer Agreement on behalf of your employer or other entity, you represent and warrant that you have full legal authority to bind such employer or such entity to this Developer Agreement. If you do not have the requisite authority, you may not use your Developer Account.
1.5 Capitalised terms have the meanings provided in these Developer Terms as well as specified elsewhere in our Developer Agreement. “Developer” or “you” means the developer (if registering as an individual), or the business employing the applicant (if registering as a business).
1.6 Zippie may provide commercial APIs or commercial licenses that will be accessible on additional commercial terms.
1.7 You are responsible for making sure your usage of the Developer Account complies with this Developer Agreement and you are solely responsible for your Applications that are distributed, or connecting to Zippie APIs under your Developer Account and for the consequences of your actions, including any loss or damage which Zippie or any user may suffer.
- Distribution and use of Zippie APIs
2.1 You agree that by using the Developer Account any Application(s) you connect will be automatically available in the Zippie Explorer.
2.2 You agree that you will not engage in any activity, including the publishing or distribution of Applications, that interferes with, disrupts, damages, or accesses in an unauthorised manner any devices, servers, networks, or other properties or services of any Third Party. You may not use the Zippie code base or use any information obtained from Zippie to replicate a similar or competing service or to sell or distribute your Application outside of the Zippie Platform on any such service using the Zippie code base.
2.3 Any API connectivity to Third Party applications or services is subject to the terms and conditions set out by the agreement entered between you and such third parties.
2.4 You are solely responsible for support and maintenance of your Applications. Any problems or complaints about your Applications are your responsibility and you agree to supply and maintain valid and accurate contact information to users for customer support and legal purposes.
2.5 Except for the licence or other rights granted by you in these Developer Terms, we do not obtain any right, title or interest from you (or your licensors) under this Developer Agreement in or to any of your Applications, including any Intellectual Property Rights.
- Token Model and Fees
3.1 For Developers, Zippie aims to gradually start provide three fees in the Zippie Platform:
- Review reward fee - Zippie enables Developers to reward users automatically for rating and reviewing Applications in the Zippie Explorer, in any currency supported by Zippie. Zippie is planning to charge a fee for providing the service. The fee might be lower if the Developer chooses to use ZIPT as the reward currency. Your Applications may be subject to user ratings to which you may not agree. We do not have control over such ratings as they are published in a decentralised way and Zippie can therefore not change any such ratings or reviews.
- Explorer visibility - Applications and brands can increase their visibility in the Zippie Explorer by holding ZIPT. There are prominent placements in the Explorer UI, such as being one of the top featured Applications. The more ZIPT a Developer holds for each Application, the more visible it will be in the UI.
- Sign in button - Zippie provides Applications with an easy way to onboard users with the ‘Sign in with Zippie’ button. Initially, Zippie offer the button for interested parties without requiring them to hold any ZIPT.
3.2 Considering that any payments will be managed and processed through a decentralized platform, which does not allow any intervention from Zippie, Zippie cannot be held liable for any divergences, inconsistencies or problems related with the execution of payments.
3.3 You are responsible for all your expenses in connection with this Developer Agreement, unless expressly provided otherwise.
3.4 You agree to pay all applicable taxes or charges imposed by any government entity. You have the responsibility to collect and remit all direct and indirect taxes to the appropriate taxation authorities. You are responsible for determining if you are liable to pay tax in any jurisdiction, the applicable rate of tax to be collected, and for remitting the taxes to the appropriate taxing authority.
- License Grants to You
4.1 Subject to this Developer Agreement, except as provided to you based on a commercial or open-source license, we grant you a limited, revocable, non-sublicensable, non-assignable, nonexclusive and royalty-free license to:
- Access and use the Zippie Platform and our APIs in the manner permitted by this Developer Agreement;
- install, copy, and use any materials we may provide, solely in conjunction with your access to and use and operation of your Developer Account;
4.2 We reserve the right to determine and control all aspects (including all functionality) of the Zippie Platform as well as the right to re-design, modify and remove, stop providing any or all aspects of the Zippie Platform or our Services and API access.
4.3 You may not and may not authorize any other party to do the following with the Zippie Platform or other materials provided by Zippie; (a) reverse engineer, decompile, disassemble, modify or create derivative works based upon the Zippie Platform in whole or in part; (b) distribute copies, remove any proprietary notices or labels or resell, lease, rent, transfer, sublicense, or otherwise transfer any rights under this Developer Agreement. In addition to any other rights or remedies that we may have, any use in violation of this section will immediately terminate your right to use the Zippie Platform.
4.4 You acknowledge and agree that Zippie (or our licensors, as applicable) owns all right, title and interest in and to the Zippie Platform or materials provided by Zippie or Zippie trademarks, and, except as explicitly included in this Developer Agreement, you do not, acquire any ownership interest or rights in or to them.
4.5 All licenses not expressly granted in are reserved and no other licenses, immunity or rights, express or implied are granted by us, by implication, estoppels or otherwise.
- License Grants from You
- Use of Brand and other Graphic Assets
6.1 Except to the limited extent expressly provided under this Developer Agreement, neither party grants, nor will the other party acquire, any right, title or interest (including, without limitation, any implied licence) in or to any Intellectual Property Rights of the other party.
6.2 Developer grants Zippie and its Affiliates a limited, non-exclusive, royalty-free licence during the term of this Developer Agreement to copy, perform or display your Application, visual elements of your Application, name and trademark, for use solely in connection with the display of your Application on the Zippie Platform, marketing and communication as well as administrative and demonstration purposes or otherwise to fulfil its obligations under this Developer Agreement.
6.3 Zippie grants you a non-exclusive, non-transferable, non-assignable, revocable right and license to use the Zippie trademarks marks, graphic elements or other materials provided solely in connection with your use of the Developer Platform for which the Zippie marks were provided to you. You may not state any affiliation or cooperation with Zippie unless specific permission is given to you by Zippie and only use the Zippie trademarks, graphics elements or other material provided by Zippie in connection to your Applications connectivity and promoting such connectivity with the Zippie Platform.
6.4 You may not change, alter, amend, vary, or modify the Zippie trademarks, graphic elements or other materials in any way, at any time. Zippie may revoke your license to any or all of the Zippie trademarks, graphic elements or other materials at any time in its sole discretion. Upon the termination the Developer Agreement, termination or suspension of your Developer Account by which any Zippie trademarks, graphic elements or other materials was provided to you, you shall immediately cease and discontinue all further use of such Intellectual Property Rights.
- Legal, Privacy and Intellectual Property
7.1 Through your Developer Account you can distribute Applications owned by you or to which you were granted with a distribution licence by the respective owner. It is your sole responsibility to ensure that any content you distribute does not violate any copyright, trademark, trade secret, trade dress, patent or other intellectual property right (“Intellectual Property Right") of any person or defames any person or violates their rights of publicity or privacy. Zippie will not be liable for any infringement in such respect.
7.2 You agree to use Zippie Developer Platform or Zippie Platform only for purposes that are permitted by the Developer Terms and any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software). If you provide regulated services or functions, you are responsible for being properly licensed for your activity in the jurisdictions where users can access your Application. You agree that by distributing Applications you will protect the privacy and legal rights of users and to store and use any sensitive user data in a secure manner and only for as long as it is needed. If the users provide you with, or your Application accesses or uses, user names, passwords, or other login information or personal information, you must make the users aware that the information will be accessed. You must provide legally adequate privacy notice and protection for those users and only use such information for the limited purpose where such permission has been given to you.
7.3 Your Application shall not contain any virus or malware, spyware or similar that could have an adverse impact our infrastructure or user devices and shall not contain or promote any terrorist content, sale of dangerous goods, child endangerment, hate speech, violence, deceptive or malicious content.
8.1 This Developer Agreement will continue to apply until terminated, subject to the terms that will survive termination. Sections 9 (Representations and Warranties), 10 (Limitation of Liability) and 11 (Indemnification) will survive any expiration or termination of these Developer Terms.
8.2 You may remove your Application from future distribution via the Zippie Platform at any time, but you agree to comply with this Developer Agreement until you have closed your Developer Account. Such removal will only affect the visibility of your Application in the Zippie Platform and not affect users who have previously marked your Application for easy usage or if the user has downloaded your Application. By removing your Application and closing your Developer Account your Application will not be able to communicate with our Services and the Zippie Platform.
8.3 Zippie does not undertake an obligation to monitor the Applications or their content. If we become aware or determine in our sole discretion that your Application or any content; (a) violates any of this Developer Agreement or any of our policies; (b) violates any applicable law or could create any liability for Zippie; (c) violates the intellectual property rights or any other rights of any third party; (d) could cause serious harm to user devices, users privacy or is deemed by us to have a virus, malware, spyware or otherwise have an adverse impact on Zippie infrastructure or Services, we may remove or disable your Application immediately from the Zippie Platform and require you to stop using your Developer Account as well as our Trademarks and other IP rights.
8.4 Zippie reserves the right to terminate this Developer Agreement with you for any reason with thirty (30) days' prior written notice including email or other electronic communication.
- Representation and Warranties
9.1 You represent and warrant that you have all Intellectual Property Rights in and to Your Application(s). If you use third-party materials, you represent and warrant that you have the right to distribute the third-party material in the Application. You agree that you will not submit any material that is subject to third-party Intellectual Property Rights unless you are the owner of such rights or have permission from their rightful owner to submit the material.
9.2 You represent and warrant that you and your Application(s) will comply with all applicable laws. You agree that you are solely responsible for (and that Zippie has no responsibility to you or to any third party for) any breach of your obligations under this Developer Agreement, any applicable third-party contract or terms of service, or any applicable law or regulation, and for the consequences (including any loss or damage which Zippie or any third party may suffer) of any such breach.
- Limitation of Liability
10.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE DISTRIBUTION OF YOUR APPLICATION(S) ARE AT YOUR SOLE RISK AND THAT ZIPPIE PLATFORM IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND.
10.2 YOUR USE OF ZIPPIE PLATFORM AND ANY MATERIAL DOWNLOADED OR PROVIDED BY ZIPPIE IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO ANY COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE.
10.3 ZIPPIE FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
10.4 ZIPPIE IS NOT INVOLVED IN TRANSACTIONS BETWEEN USERS AND YOU AND IF A DISPUTE ARISE, YOU RELEASE ZIPPIE (AND ITS CONTRACTORS, EMPLOYEES AND AFFILIATES) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
10.5 YOU EXPRESSLY UNDERSTAND AND AGREE THAT ZIPPIE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT ZIPPIE OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. FURTHER, OUR AGGREGATE LIABILITY ARISING OUT OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS DURING THE PRIOR SIX MONTHS PERIOD PAID BY YOU TO ZIPPIE IN CONNECTION WITH THE PARTICULAR SERVICE GIVING RISE TO THE CLAIM.
11.1 To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Zippie, its affiliates and their respective directors, officers, employees, consultants and agents, from and against any and all third-party claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including attorney or other legal fees) arising out of or accruing from: (a) your use of the Zippie Platform in violation of this Developer Agreement; (b) infringement or violation by your Application(s) of any Intellectual Property Right or any other right of any person; (c) you or your Application(s)’s violation of any law; or (d) any and all taxes due by you as a result of any sales, advertising or any other activity conducted through your distribution or usage of the Zippie Platform.
- Changes to the Agreement
12.1 Zippie may make changes to this Developer Agreement at any time with written notice to you, including email or other electronic communication, and you will be bound by such new terms from the notification if you continue to use the Zippie Platform and your Developer Account. If you don’t agree by being bound by such changes you can terminate this Developer Agreement by ending your use and any connection to the Zippie Platform and your Developer Account, which is your sole and exclusive remedy. You should look at the Developer Agreement and check for notice of any changes regularly.
- General Legal Terms
13.1 You and Zippie are independent contractors, and nothing in this Developer Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. You will have no authority to make or accept any offers or representations on our behalf. This Developer Agreement will not create an exclusive relationship between you and us.
13.2 The rights granted in this Developer Agreement may not be assigned or transferred by either party without the prior written approval of the other party unless otherwise specified. Zippie has the right to assign or transfer this Developer Agreement to its affiliates or a member of the group of companies comprising Zippie. You acknowledge and agree that each member of the group of companies comprising Zippie and its affiliates will be third-party beneficiaries to this Developer Agreement and that such other companies will be entitled to directly enforce, and rely upon, any provision of this Developer Agreement that confers a benefit on (or rights in favour of) them. Other than this, no other person or company will be third-party beneficiaries or have any legal or equitable right, remedy, or claim under or in respect to this Developer Agreement.
Last updated: 5 December 2018