These are the general conditions (the "Conditions") that regulate the relationship between Smart Developer Network, the Operators and the Developer in all aspects related to the to the publication and use of APIs, Network Capacities, Software Development Kits (SDKs) and Other Services (collectively, the "Materials") when developing through the Smart Developer Network Portal & Platform, including loading and use of Contributions and Applications (collectively, the "Apps") and/or marketing of the Applications by the Developer.
The Materials are licensed subject to these Conditions and which shall form a legally binding contract between you (alternatively, the "Developer) and Smart Communications, Inc. (SMART) in relation to your use of the Materials.
"SMART" means Smart Communications, Inc., a corporation duly organized and existing under the laws of the Republic of the Philippines with principal place of business located at Ayala Avenue, Makati City, Philippines.
The following are the Conditions:
To facilitate the development of Apps, Smart Developer Network, through the Smart Developer Network Portal, provides the Developer with certain Application Programming Interfaces (APIs), from which the developer can access certain Network Capacities of the Operators. Also, Smart Developer Network provides the Developer with certain APIs which cannot access Network Capacities including the Software Development Kits (SDKs) and Other Services.
The Developer may upload their Apps to the Smart Developer Network Portal. The Developer grants (a) to the End User the license to use the App/s and
to Smart Developer Network the license to market and distribute those Apps.
In order to use the Materials, the Developer must agree to the Conditions. You may not use the Materials if you do not accept the Conditions.
You agree and accept the Conditions when you either: (a) click to accept/agree to the Conditions, where applicable; or (b) use the Materials.
You may not use the Materials and may not accept the Conditions if you are a person prohibited from receiving the Materials under the laws of the Philippines or other countries including the country in which you are a resident or from which you use the Materials.
If you are agree to be bound by the Conditions on behalf of your employer or another entity, the Developer represents and warrants full legal authority to bind such employer or such other entity to the Conditions, otherwise, you may not accept the Conditions or use the Materials on behalf of such employer or such other entity.
License to Use the Materials
Subject to the Conditions, SMART grants you a limited, worldwide, royalty-free, non- assignable and non-exclusive license to use the Materials solely to develop Apps.
You agree that SMART and/or third parties own all legal right, title and interest in and to the Materials, including any Intellectual Property Rights that subsist in the Materials. "Intellectual Property Rights" means any and all rights under patent law, copyright law, trade secret law, trademark law, and any and all other proprietary rights. SMART reserves all rights not expressly granted to the Developer.
Except to the extent required by applicable third party licenses, the Developer may not copy the Materials other than for backup purposes, or otherwise modify, adapt, redistribute, decompile, reverse engineer, disassemble, or create derivative works of the Materials or any part thereof. Except to the extent required by applicable third party licenses, the Developer may not load any part of the Materials onto a mobile handset or any other hardware or device except a personal computer, or combine any part of the Materials with other software, or distribute any software or device incorporating a part of the Materials.
The use, reproduction and distribution of components of the Materials licensed under an open source software license are governed solely by the terms of that open source software license and not the Conditions.
The Developer agrees that the form and nature of the Materials provided by SMART may change without prior notice and that future versions of the Materials may not be compatible with Apps developed based on previous versions of the Materials. SMART at its sole discretion may permanently cease or temporarily suspend the provision of the Materials (including any of its features) without prior notice to the Developer or the users.
Nothing in the Conditions gives the Developer a right to use any of SMART's trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.
The Developer must not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that are affixed in or contained or indicated in the Materials.
Use of the Materials
SMART obtains no right, title or interest in or to any Apps that is developed using the Materials, including any intellectual property rights that subsist in those Apps.
The Developer may use the Materials and develop Apps only for purposes that are allowed under (a) the Conditions and (b) any applicable law or rules, regulations or generally accepted practices in the relevant jurisdictions (such as but not limited to laws on the export of data or software).
When the Materials are used to develop Apps for use of the general public, the Developer must protect the privacy and rights of such users. The Developer must inform the users that any user provided information such as user names, passwords, or other login information or personal information will be made available in the Apps. In addition, the Developer must provide legally adequate privacy notice and protection for such users. Any user-provided personal or sensitive information must be stored by the Developer in a secure manner. The App may only use such user provided information for a limited purpose as permitted by the user and within a limited duration.
he Developer shall not engage in any activity that uses the Materials, including the development or distribution of an Apps/s, that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of SMART or any third party.
The Developer is solely responsible and shall hold SMART free from any responsibility to you or to any third party for any data, content, or resources that you create, transmit or display and/or Apps developed, and for the consequences resulting from such creation, transmission, or display of such data, content, or resources and/or development of Apps (including any loss or damage which SMART may suffer).
The Developer is solely responsible and shall hold SMART free from any responsibility to you or to any third party for any breach of your obligations under the Conditions, any applicable third party contract or terms of service, or any applicable law or regulation, and for the consequences resulting from such breach including any loss or damage which SMART or any third party may suffer.
If the Developer uses the Materials to run Apps developed by a third party or use the Materials to run Apps that access data, content or resources provided by a third party, the Developer agrees that SMART is not responsible for those Apps, data, content, or resources. All data, content or resources which the Developer may access through such third party Apps are the sole responsibility of the person from which they originated and that SMART is not liable for any loss or damage that the Developer may sustain resulting from such use or access of any of those third party Apps, data, content, or resources.
Data, content, and resources from a third party application may be protected by intellectual property rights and as such the Developer may not modify, rent, lease, loan, sell, distribute or create derivative works based on these data, content, or resources unless specifically licensed to do so.
The use of third party applications, data, content, or resources is subject to a separate agreement between the Developer and such third party.
The Materials provided to the Developer by SMART may be protected by the intellectual property rights of SMART or of any third party and hence, the use of any such Materials by the Developer may be subject to additional terms of service. The Developer may not modify, rent, lease, loan, sell, distribute or create derivative works unless specifically allowed by the additional terms of service.
The Developer acknowledges and agrees that the App it developed from the Materials shall only retrieve user data and information with the express consent of the user and for a limited purpose and duration as permitted by the user.
Authorization and Privacy
The Developer is solely responsible for preserving the confidentiality and security of any authorization credentials issued by SMART. The Developer is likewise solely responsible for all Apps that are developed under the same authorization credentials and under the Conditions.
Termination of Conditions
The Conditions shall continue to be in full force and effect until terminated by either the Developer or by SMART under this section.
The Developer may terminate the Conditions by stopping its use of the Materials and/or any relevant authorization credentials given to the Developer.
The Conditions may be terminated by SMART at any time if: (a) the Developer has breached any of the provisions of the Condition; or (b) SMART is required to do so by any lawful order of the courts of relevant jurisdiction, any administrative body or by law; or (c) the third party who owns the Materials or part thereof has ceased to offer such Materials or part thereof; or (d) SMART has decided at its sole discretion to cease from providing the Materials for any reason whatsoever.
Upon the termination of the Conditions, the Developer shall stop using the Materials and the obligations of SMART hereunder shall cease.
Warranties and Limitation of Liability
The use of the Materials is at the sole risk of the Developer and that the Materials are provided "as is" and "as available" without warranty of any kind.
The use of the Materials is at the Developer's discretion and the latter is solely responsible for any damage to your equipment or hardware or device or loss of data that results from such use.
All warranties and conditions of any kind, whether express or implied, are expressly disclaimed by SMART, including, but not limited to the implied warranties and conditions of merchantability, fitness for a particular purpose and non-infringement.
SMART, its officers, directors, and subsidiaries, including its third party licensors (if any) shall not in all cases be held liable to the Developer 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 SMART or its officers, directors, and subsidiaries, including its third party licensors (if any) or its representatives have been advised of or should have been aware of the possibility of any such losses arising.
The Developer shall defend, indemnify and hold SMART, its affiliates and their respective directors, officers, employees and agents harmless from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorney's fees) arising out of or accruing from (a) the use of the Materials, (b) any App that the Developer has developed from the Materials that infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy, and (c) any non-compliance by the Developer with the Conditions.
Amendments to the Conditions may be made by SMART if and when necessary. The latest version of the Conditions shall be made available on the website where the Materials are provided. The continued use by the Developer of the Materials or the authorization credentials constitutes its agreement to the amended and latest version of the Conditions.
No waiver by SMART of any breach of any provision of this Agreement shall constitute a waiver of any other breach of that or any other provision of the Conditions. No delay by SMART in exercising a right under the Conditions shall operate as a subsequent waiver of such right.
If any provision of the Conditions is declared by a court to be invalid, such declaration shall not affect the rest of the provision in the Conditions, in which case, such remaining provisions shall continue to be valid and enforceable.
The Materials provided under the Conditions may be subject to applicable export laws and regulations. The Developer must comply with all domestic and international export laws, administrative rules and regulations that apply to the Materials.
The rights granted in the Conditions may not be assigned or transferred by the Developer without the prior written approval of SMART.
The Developer may not delegate its responsibilities or obligations under the Conditions without the express prior written approval of SMART.
The interpretation of the Conditions and the relationships of the parties under the Conditions shall be governed by the laws of the Republic of the Philippines without regard to its conflict of laws provisions. The Developer expressly submits to the exclusive jurisdiction of the appropriate courts located in Makati City, Philippines only to resolve any dispute arising from the Conditions. Notwithstanding this provision, SMART may be allowed to apply for an injunctive writ in any jurisdiction against the Developer or any of its agents or representatives.