Terms of Use

Last Updated: Nov 17, 2023

Masterpiece X - Developer Tools - Terms of Use

TERMS OF USE

These Masterpiece terms of use for developers (the "Developer Tools Terms" or "Agreement") govern access and use of the Developer Tools provided by Masterpiece. These Developer Tools Terms are supplemental to the Masterpiece X Terms of Use (the “Terms”) which bind all Users of the Masterpiece Offerings. Capitalized terms not defined in these Developer Tools Terms have the meanings given in the Terms.

PLEASE READ THESE DEVELOPER TOOLS TERMS CAREFULLY. IF YOU DO NOT AGREE WITH THESE DEVELOPER TOOLS TERMS IN THEIR ENTIRETY, YOU MAY NOT USE THE DEVELOPER TOOLS AND BY PROCEEDING WITH ONBOARDING YOU WILL BE DEEMED TO HAVE AGREED TO THESE DEVELOPER TOOLS TERMS WHICH WILL CONSTITUTE A BINDING LEGAL AGREEMENT BETWEEN YOU AND MASTERPIECE. IF YOU ARE AGREEING TO THESE DEVELOPER TOOLS TERMS ON BEHALF OF AN ENTITY OR ORGANIZATION, YOU HEREBY REPRESENT AND WARRANT THAT YOU HAVE ALL THE NECESSARY PERMISSIONS AND AUTHORITY TO AGREE AND TO BIND SUCH ENTITY OR ORGANIZATION TO THIS AGREEMENT.

1.About the Developer Tools

These Developer Tools Terms permit developers who have registered a developer Account ("Developer"/"You") to generate Content programmatically and build their own applications that read/write data to Masterpiece or otherwise integrate with Masterpiece Offerings ("Developer Apps"). We may update, change, or discontinue the Developer Tools in whole or in part, at any time at Our sole discretion without any liability to You or anyone else. We may also impose limits on certain features and services or restrict Your access to the Developer Tools. The Developer Tools may be unavailable from time to time due to maintenance or malfunction of computer or network equipment or other reasons. We will notify You of changes to these Developer Tools Terms by posting notice on the Website, updating the “Last Updated” date at the top of these Developer Tools Terms, or otherwise delivering notice through the Developer Tools or to the contact information You provided to Masterpiece. Any material amendments to these Developer Tools Terms shall become effective thirty (30) days following the date of the notice and Your acceptance of the revised Developer Tools Terms or decision to continue using the Developer Tools thereafter (as applicable) shall constitute acceptance of the revised Developer Tools Terms.

2. Eligibility

You must enter into the Terms, create a Developer Account (which may include, without limitation, registration of Your application with Us), and be at least eighteen (18) years old to access and use the Developer Tools.  Masterpiece reserves the right to refuse any person or entity access to the Developer Tools.

3. Registration; Account Security

By registering for the Developer Account, You consent to Masterpiece’s processing of Your registration information and related data in accordance with Our Privacy Policy. If You register for a Developer Account, You agree to: (a) provide accurate, current and complete information as may be prompted by any registration forms ("Registration Data"); (b) maintain the security of your password; maintain and promptly update the Registration Data, and any other information You provide to Masterpiece, and to keep it accurate, current, and complete. You are responsible for all activity in Your Developer Account, and for all charges incurred by Your Developer Account. You shall not sell, transfer, sublicense or otherwise disclose Developer Tools or account information or Developer Accounts to any third party and must promptly notify Masterpiece of any unauthorized use of Developer Tools and Developer Accounts.

4. Developer Tools Terms

a. License

Subject to the terms of this Agreement, including payment of Developer Fees, Masterpiece hereby grants to You a limited, worldwide, royalty-free, non-exclusive, non-transferable, non-sub-licensable, revocable right and license to access and use Developer Tools for the sole purpose of enabling technical integration and creating Developer Apps. 

b.  License Restrictions

The foregoing license to the Developer Tools is subject to the following general restrictions:

  1. You shall not distribute, sell, lease, rent, lend, transfer, assign or sublicense any rights granted under these Developer Tools Terms to any third party or use or access the Developer Tools in order to monitor the availability, performance, or functionality of the Developer Tools, the Masterpiece Offerings or any portion thereof or for any similar benchmarking purposes;

  2. You shall not remove or destroy any copyright notices, proprietary markings or confidentiality notices placed upon, contained within or associated with the Developer Tools;

  3. You shall not engage in any activity that interferes with, disrupts, harms, damages, or accesses in an unauthorized manner the servers, security, networks, data, applications or other properties or services of Masterpiece or any third party;

  4. You shall not modify, translate, reverse engineer, disassemble, reconstruct, decompile, copy, or create derivative works of the Developer Tools or Masterpiece Offerings, or any aspect or portion thereof, except to the extent that this restriction is expressly prohibited by applicable law;

  5. You shall not attempt to circumvent any technology limits or restrictions for any reason or create any content to distribute spyware, adware or other objectionable programs or to carry out any unlawful or fraudulent activities;

  6. You shall not build a product or software that is competitive with any Developer Tools;

  7. Your use of the Developer Tools must be in accordance with all applicable laws and governmental regulations, as well as industry best practices.

5.  Usage and Fees

  1. Developer Fees and access levels will differ depending on Your requested version of the Developer Tools and/or desired level of access. Developer Fees will be made available to You at the time of Developer Account registration.  

  2. Masterpiece reserves the right to set and enforce limits on use of the Developer Tools, including but not limited to limiting the number of requests that You may make.

  3. Use of the Developer Tools may be monitored by Masterpiece at any time and Masterpiece reserves the right to test and review any Developer App for compliance with the terms of this Agreement including requiring access to descriptions of features and functionality and source code for testing purposes. Developers shall not block or interfere with any such monitoring efforts. Masterpiece reserves the right to immediately terminate Developer access for breach of any of the foregoing restrictions.

6.  Development Support

Developers are provided secure remote access to Masterpiece’s development environment, comprising Masterpiece’s Developer Tools and any related documentation. Masterpiece shall provide reasonable support to the Developer to answer questions and provide advice regarding the Developer Tools.

7.  Intellectual Property

  1. Masterpiece IP. The Developer Tools and all software, documentation, information, hardware, equipment, devices, templates, tools, documents, processes, methodologies, know-how, websites and any additional intellectual or other property used by or on behalf of Masterpiece or made available pursuant to these Developer Tools Terms together with all related intellectual property rights in the same (collectively, "Masterpiece IP") will be and remain the sole and exclusive property of Masterpiece and its licensors. Masterpiece does not acquire ownership in any Developer App, and by using the Developer Tools, You do not acquire ownership of any rights in the Masterpiece IP. 

  2. Reservation of Rights. Except for the specific licenses granted to You herein, We and Our licensors retain all right, title, and interest in and to the Masterpiece IP and the underlying software and technology, including all related intellectual property rights in the same. The Masterpiece IP and related software and technology are protected by applicable intellectual property laws, including copyright laws and international treaties. 

  3. Feedback. We welcome Your suggestions, comments and feedback on any of the Developer Tools (“Feedback”). If You provide Us with Feedback, You agree that: (i) We are not subject to any confidentiality obligations in respect to the Feedback; (ii) the Feedback is not confidential or proprietary information belonging to You or any third party and You have all of the necessary rights to disclose the Feedback to us; (iii) Masterpiece (including all of its affiliates and all of its and their successors and assigns) may freely use Feedback without any restrictions; and (iv) You are not entitled to receive any compensation or re-imbursement of any kind in respect of Feedback.

8. Termination and Suspension of Access

  1. Termination. Masterpiece may terminate Your access to the Developer Tools due to (i) Your breach of the Terms or these Developer Tools Terms; (ii) a request by You to cancel or terminate Your Developer Account; (iii) discontinuance or material modification to the Developer Tools  or any part thereof; (iv) a request and/or order from law enforcement, a judicial body, or other government agency; (v) where provision of any of the Developer Tools  to You is or may become unlawful; (vi) unexpected technical or security issues or problems; or (vii) Your participation in fraudulent or illegal activities. Any termination or suspension shall be made by Masterpiece in its sole discretion, and Masterpiece will not be responsible to You or any third party for any damages that may result or arise out of such termination or suspension of Your Developer Account and/or access to the Developer Tools.  

  2. Result of Termination. Any termination or suspension as specified in Section 8a shall not release You from payment of Fees owing up to and including the effective date of termination or suspension. The following previsions shall survive any termination of these Developer Tools Terms: Sections 2, 3, 4b, 5, 7, 8b, and 9-13.

9. Confidentiality

Each party shall maintain in confidence, and shall not disclose to third parties without the other's prior written consent, information that is proprietary or confidential to the other party and is marked as such or a reasonable person in the circumstances would understand to be confidential, whether it is marked or not (“Confidential Information”). The confidentiality provisions of this Agreement shall not apply to, and shall exclude, Confidential Information which (a) is or becomes generally available to the public through no fault of the receiving party, (b) is generally disclosed to a third parties by the disclosing party without restriction, (c) is rightfully obtained by the receiving party from other sources without restriction, (d) is independently developed by the receiving party without reference to the disclosing party's Confidential Information, (e) was previously known to the receiving party or (f) is required to be disclosed by law or court order. Each party shall be entitled to seek injunctive relief to enforce the provisions of this section, it being agreed that other damages may be inadequate in the event of breach thereof.

10. Disclaimers

The Developer Tools are provided "as-is" and “as-available”. Masterpiece makes no warranties hereunder, and Masterpiece expressly disclaims all warranties, express or implied, including warranties of non-infringement, merchantability, and fitness for a particular purpose. Without limiting the foregoing, Masterpiece further disclaims all representations and warranties, express or implied, that the Developer Tools satisfy all of Your requirements or will be uninterrupted, error-free or free from harmful components. No advice or information, whether oral or written, obtained by You from Masterpiece or through the Developer Tools will create any warranty or condition not expressly stated herein.

11. Indemnification

YOU SHALL INDEMNIFY AND HOLD MASTERPIECE AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, AGENTS, AND EMPLOYEES, HARMLESS FROM ALL CLAIMS, ACTIONS, PROCEEDINGS, DEMANDS, DAMAGES, LOSSES, COSTS, AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES), INCURRED IN CONNECTION WITH ANY MATERIALS SUBMITTED, POSTED, TRANSMITTED OR MADE AVAILABLE BY YOU INCLUDING ANY DEVELOPER APPS.

12. Limitation of Liability

UNDER NO CIRCUMSTANCES SHALL MASTERPIECE BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR OTHER DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES THAT RESULT FROM (A) YOUR USE OF OR YOUR INABILITY TO USE THE DEVELOPER TOOLS, (B) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, DATA, INFORMATION OR SERVICES, (C) ERRORS, MISTAKES, OR INACCURACIES IN THE DEVELOPER TOOLS, OR (D) ANY OTHER LOSS OR DAMAGE OF ANY KIND ARISING FROM OR RELATING TO YOUR USE OF THE DEVELOPER TOOLS. THESE LIMITATIONS SHALL APPLY EVEN IF MASTERPIECE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, MASTERPIECE’S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE DEVELOPER FEES PAID TO MASTERPIECE IN THE 12 MONTH PERIOD IMMEDIATELY PRECEEDING THE EVENT GIVING RISE TO LIABILITY. THE FOREGOING LIMITATIONS SHALL APPLY TO THE FULLEST EXTENSION PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

13. General Provisions

  1. Assignment. This Agreement shall not be assigned or transferred by the Developer, whether voluntarily or involuntarily or by operation of law, in whole or in part, to any other entity without the prior written consent of Masterpiece. Masterpiece may assign this Agreement at any time and for any reason.

  2. Waiver and Amendment. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. No failure or delay by either party in exercising any right, power, or remedy under this Agreement, except as specifically provided herein, shall operate as a waiver of any such right, power or remedy.

  3. Severability. No failure or delay by Masterpiece in exercising any right, power, or remedy under these Developer Tools Terms, except as specifically provided herein, shall operate as a waiver of any such right, power or remedy.  If any provision of these Developer Tools Terms is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Developer Tools Terms shall remain in effect.

  4. Choice of Law. Any Dispute or claim relating in any way to Your use of the Developer Tools will be governed and interpreted by and under the laws of Ontario, Canada without giving effect to any principles that provide for the application of the law of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods is expressly excluded from these Terms. You hereby attorn to the exclusive jurisdiction of the Provincial and Federal courts located in the Province of Ontario with respect to any Dispute or claim arising out of or in connection with these Terms. The Arbitration Agreement in Section 17 of the Terms will apply to the Developer Tools and these Developer Tools Terms. 

  5. Notices. All notices, demands or consents required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above. Notice shall be considered delivered and effective on the earlier of actual receipt or when: (a) personally delivered; (b) the day following transmission if sent by telex, telegram or facsimile when followed by written confirmation by registered overnight carrier or certified mail; or (c) three (3) days after posting when sent by registered private overnight carrier (e.g., DHL, Federal Express, etc.); or (d) ten (10) days after posting when sent by certified mail. Notice shall be sent to the parties at the addresses set forth on the first page of this Agreement or at such other address as shall be specified by either party to the other in writing in accordance with this Section 13e.

  6. Independent Contractors. The parties are independent contractors. Neither party shall be deemed to be an employee, agent, partner, joint venturer or legal representative of the other for any purpose and neither Party shall have any right, power or authority to create any obligation or responsibility on behalf of the other. Any use of the term "partner" or "partnering" or similar terminology (except as used in the immediately preceding sentence of this Section) does not mean or refer to a legal partnership, but instead means or refers to a co-operative business or contractual relationship.

  7. Entire Agreement. These Developer Tools Terms, including all other documents linked or otherwise incorporated or referenced herein by Masterpiece, 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 any prior version of these Developer Tools Terms).