These Intercom Developer Terms ("Agreement") are between Intercom, Inc. ("Intercom" or "we") and you, the developer entering into this Agreement ("Developer" or "you"). If you are agreeing to this Agreement on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company, and all references to "you" or "Developer" reference your company. This Agreement governs your access to and use of the Intercom Developer Platform.
BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING THE INTERCOM DEVELOPER PLATFORM, YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, YOU MAY NOT USE THE INTERCOM DEVELOPER PLATFORM. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT.
1.1. Overview. Intercom makes available the Intercom Developer Platform to developers to build Developer Apps that interoperate with and enable End Users to access the Intercom Service.
1.2. Creation of Developer Account. Developer agrees to follow the registration requirements established by Intercom for creating a developer account and accessing the Intercom Developer Platform.
1.3. Developer Use of the Intercom Service. This Agreement does not grant Developer the right to use the Intercom Service directly. Any use of the Intercom Service by Developer (including access through any free platform account) is subject to Developer entering into Intercom's separate Subscription Terms of Service (the "Intercom Customer Agreement").
1.4. Intercom Policies. Developer's use of the Intercom Developer Platform is subject to Developer's compliance with the Intercom Policies, which are incorporated herein by reference. In the event of any conflict between the Intercom Policies and this Agreement, this Agreement will control.
1.5. Use of Data 1.5.1. Developer Data. Intercom will use all Developer Data (as defined below) You or anyone acting on Your behalf provides or transfers to Intercom in accordance with these Intercom Developer Terms and the Intercom online privacy notice located at https://www.intercom.com/legal/privacy. Developer Data may be used to analyze and understand how You are using the Intercom Service and usage statistics from the Intercom App Store about Developer Apps.
1.5.2. Developer shall not collect or store any Developer Data without end-user's authorization. You acknowledge that Intercom may collect, and process Developer Data as set forth in Intercom's online terms of service located at:https://www.intercom.com/legal/terms-and-policies or online privacy notice. Intercom shall not be liable for any Developer Data retained, or otherwise processed by You or Your Developer App.
1.5.3. Intercom is not responsible for anything submitted by You or other users to the Developer Platform, Developer Service, and Intercom App Store or for modifying or removing Your Data or Others' Data from the Developer Platform, Developer Service, and Intercom App Store.
1.6. You shall at all times comply with under the Applicable Data Protection Legislation and obligations in respect of personal data under these Intercom Developer Terms, and you will not do, or permit anything to be done, which might cause Intercom to be in breach of the Applicable Data Protection Legislation.
1.7. Developer has implemented technical and organisational measures to ensure an appropriate level of security, taking into account the nature, scope, context and purpose of the processing of personal data, and the risks for the rights and freedoms of natural persons.
"Acceptable Use Policy" means the then-current version of Intercom's Acceptable Use Policy available at https://www.intercom.com/terms-and-policies#aup or any successor URL.
"Access Credentials" means any Developer Credentials or Access Tokens.
"Access Token" means an authentication token or other technological credential issued by Intercom that enables a Developer App to access a specific End User's account and End User Data on the Intercom Service.
"App Guidelines" means the then-current version of Intercom's App Guidelines available at https://developers.intercom.com/build-an-integration/docs/intercom-developer-guidelines or any successor URL.
"Applicable Data Protection Legislation" refers to laws and regulations applicable the processing of personal data, including but not limited to (a) the GDPR, (b) in respect of the UK, the GDPR as saved into United Kingdom law by virtue of section 3 of the United Kingdom's European Union (Withdrawal) Act 2018 and the Data Protection Act 2018 (together, "UK Data Protection Laws"), (c) the Swiss Federal Data Protection Act and its implementing regulations ("Swiss DPA"), and (d) the California Consumer Privacy Act ("CCPA"), in each case, as may be amended, superseded or replaced.
"Approval" has the meaning set forth in Section 4.2 (Approvals).
"Brand Guidelines" means the then-current version of Intercom's trademark usage guidelines available at https://www.intercom.com/press#brand_assets or any successor URL.
"Developer Apps" means any integration, interoperability or compatibility between the Intercom Service and Developer Service built by Developer. Messenger Apps are a type of Developer App.
"Developer Credential" means an authentication token or other technological credential issued by Intercom that enables a Developer App to interoperate with the Intercom Service via Intercom APIs.
"Developer Data" means any data provided or generated by You when using the Developer Platform, Developer Service, and Intercom App Store and Intercom Service and usage statistics from the Developer Platform, Developer Service, and Intercom App Store about Developer Apps.
"Developer Guidelines" means the then-current version of Intercom's Developer Guidelines available at https://developers.intercom.com/build-an-integration/docs/intercom-developer-guidelines or any successor URL.
"Developer Marks" means all trademarks, service marks, logos or trade names used to identify Developer or its products or services.
"Developer Service" means Developer's own products or services.
"End User" means an end user of the Intercom Service.
"End User Data" means any data of any type that is accessible through the Intercom Developer Platform, including any data (a) submitted to the Intercom Service by or on behalf of an End User (including via a Developer App) or (b) stored within an End User's account on the Intercom Service.
"Harmful Code" means viruses, worms, time bombs, Trojan horses or other harmful, malicious or destructive code.
"Intercom App Store" means Intercom's website(s) for promoting and making available Developer Apps for use by End Users currently located at www.intercom.com/app-store or any successor URL.
"Intercom Developer Hub" means Intercom's portal for developers currently located at https://developers.intercom.com/ or any successor URL.
"Intercom Developer Platform" means the services and tools that Intercom makes available to third-party developers via the Intercom Developer Hub, such as application programming interfaces (APIs), software development kits (SDKs), design frameworks, scripts, plug-ins, webhooks, Access Credentials and documentation.
"Intercom Marks" means all trademarks, service marks, logos or trade names used to identify Intercom or its products or services that Intercom makes available to Developer under this Agreement.
"Intercom Messenger" means Intercom's product currently-branded as "Messenger".
"Intercom Policies" means the then-current versions of Intercom's Acceptable Use Policy, App Guidelines, Brand Guidelines, Developer Guidelines and any other Intercom developer policies, requirements, documentation or guidelines that Intercom posts on the Intercom Developer Hub from time-to-time or otherwise provides to developers.
"Intercom Service" means Intercom's proprietary messaging or other software-as-a-service solutions offered by Intercom. Intercom Service includes Intercom Messenger.
"Intercom User Connect Flow" means Intercom's End User permissions flow for accessing End User Data.
"Laws" means all laws, rules, regulations or orders, including those relating to data privacy, data transfer, international communications or the export of technical or personal data, including the EU General Data Protection Regulation ("GDPR").
"Make Available" means to publicly promote and list.
"Messenger Apps" means any Developer App that End Users can access within Intercom Messenger.
3.1. Use of Intercom Developer Platform. Subject to this Agreement, Intercom grants Developer a limited, non-exclusive, non-sublicensable and non-transferable right to (a) use the Intercom Developer Platform to develop and test Developer Apps and (b) upon Approval, Make Available and support Developer Apps and allow End Users to access the Intercom Service through Developer Apps, in each case, only as permitted by and in accordance with the terms of this Agreement and the Intercom Policies.
3.2. Conditions on Use. As conditions on the rights granted to Developer herein, Developer agrees not to (and will not permit any third party to): (a) use the Intercom Developer Platform or enable access to the Intercom Service in violation of this Agreement or any Intercom Policies; (b) modify (except as expressly permitted in the applicable Intercom Policies), or create any derivative works of (except to the extent Developer Apps are deemed derivative works under applicable law), the Intercom Developer Platform; (c) copy, distribute, sell, sublicense, rent or lease the Intercom Developer Platform or use the Intercom Developer Platform for hosting, service provider or like purposes; (d) publicly disseminate performance information (including uptime, response time and/or benchmarks) relating to the Intercom Developer Platform; (e) use the Intercom Developer Platform to develop any products or services similar to or competing with the Intercom Service; (f) circumvent any limitations on access to the Intercom Developer Platform specified by Intercom; (g) introduce into the Intercom Service any Harmful Code; (h) interfere with or disrupt the Intercom Service or the Intercom Developer Platform, or Intercom's monitoring thereof; (i) directly or indirectly enable any party other than the applicable individual End User for whom an Access Token was issued to use Developer Apps to access such End User's account or End User Data on the Intercom Service; (j) interfere with other Intercom end-user access to, or use of, the Intercom Service, or with its security; (k) facilitate the attack or disruption of the Intercom Service, including a denial of service attack, unauthorized access, penetration testing, crawling, or distribution of malware; (l) cause an unusual spike or increase in Your use of the Intercom Service; (m) will not sell, resell, distribute, rent or lease the Intercom Service, include the Intercom Service, or otherwise commercialize the Intercom Service except as integrated within your Developer App; (n) use any Developer Data or End User Data from the Developer Platform, Developer Service, Intercom App Store, or Intercom Service in any advertisements or for purposes of targeting advertisements; or (o) use contact information of other users of the Developer Platform, Developer Service, Intercom App Store, or Intercom Service without their consent.
3.3. Open Source Software. If any open source license is designated by Intercom for any separately installable software code provided as part of the Intercom Developer Platform, the terms of such open source license will apply in lieu of the terms of this Agreement with respect to use of such code, including, without limitation, any provisions governing access to source code, modification or reverse engineering.
3.4. Changes to Intercom Developer Platform. From time-to-time, Intercom may change the Intercom Developer Platform. Future versions of the Intercom Developer Platform may not be compatible with Developer Apps developed using previous versions. Intercom will have no liability resulting from changes to the Intercom Developer Platform or any effect such changes may have on Developer Apps. Intercom will make reasonable efforts to provide notice in accordance with Section 18 (Notices) if such changes will materially affect the features or functionality of the Intercom Developer Platform.
3.5. Suspension. Without limiting Intercom's termination or other rights hereunder, Intercom reserves the right to suspend, throttle or limit Developer's access to the Intercom Developer Platform (and any related services) in whole or in part, without liability to Developer for any or no reason, including for (i) load-balancing purposes, (ii) if Intercom reasonably believes Developer's continued access could adversely impact the performance or operation of the Intercom Developer Platform or Intercom Service, or (iii) violations of this Agreement or any Intercom Policies. Intercom will use reasonable efforts to notify Developer, in accordance with Section 18 (Notices) below, prior to suspending Developer's access unless Intercom believes suspension is necessary to prevent or avoid imminent harm.
4.1. Developer Apps and End Users. Developer is solely responsible, at Developer's own expense, for (a) Developer Apps and their operation and support (including any integration issues) and (b) Developer End User Agreements.
4.2. Approvals. Prior to Making Available a Developer App or enabling a Developer App to access any End User Data, Developer must submit the Developer App to Intercom for approval, which Intercom may withhold in its sole discretion. Developer must provide all information requested by Intercom, including, but not limited to, the permissions for End User Data that Developer is requesting for the Developer App and the reasons such permissions are necessary. Intercom's approval of a Developer App may be indicated by Intercom's issuing Developer Credentials for the Developer App or through other Intercom communications ("Approval"). Developer acknowledges and agrees that Intercom's Approval may be for fewer End User Data permissions than Developer requested and Developer Credentials will be specifically limited to the End User Data permissions granted by Intercom.
4.3. Access Credentials.
4.3.1. Developer Credentials. If Intercom Approves a Developer App, Intercom will provide Developer Credentials to Developer to enable the Developer App to interoperate with the Intercom Service.
4.3.2. Access Tokens. Developer must obtain an Access Token for each End User before the Developer App accesses any of that End User's End User Data. Intercom will provide an Access Token to Developer upon an End User's authorization of a Developer App to access End User Data via the Intercom User Connect Flow. Except for such Access Tokens, Developer will not collect, request or require that End Users provide any login credentials for the Intercom Service (including name, email address or password) or copy, use or store any Intercom login credentials.
4.3.3. Access Credential Restrictions. Developer must keep all Access Credentials confidential. Developer must not: (a) sell, share, disclose, transfer, or sublicense Access Credentials to any third party; (b) attempt to circumvent any limitations associated with Access Credentials (e.g., call limits or limits on End User Data permissions); or (c) use Developer Credentials with any Developer App other than the Developer App for which Intercom issued such Developer Credentials. Developer is responsible for all activities that occur using its Developer Credentials and for any unauthorized use or disclosure of Access Tokens stored by Developer or a Developer App.
4.4. Security. Developer will: (a) use industry best-practice information security policies and processes (including technical, administrative and physical safeguards) that prevent loss, theft, damage or unauthorized access to or disclosure of the any End User Data, Access Credentials, the Intercom Developer Platform or Developer Apps; (b) promptly report to Intercom any known or suspected security breach involving any of the foregoing (but in any event within seventy-two (72) hours of becoming aware of such occurrence), remediate such breach and provide such other assistance reasonably requested by Intercom to minimize the impact of such breach on End Users and Intercom; and (c) prior to issuing any public statements or responding to third-party inquiries regarding such breach, coordinate a response with Intercom in good faith, unless prohibited by Laws.
4.5. Ongoing Review by Intercom. Notwithstanding Intercom's prior Approval of a Developer App, Intercom reserves the right to review Developer Apps and Developer's security policies and processes for compliance with this Agreement at any time. In connection with such review, Developer agrees to provide free access to Developer Apps, copies of such policies and any additional information relating to Developer Apps upon Intercom's reasonable request. Upon such review, if Intercom determines that Developer Apps or such policies are not compliant with this Agreement, Intercom may revoke Developer's Access Credentials in Intercom's sole discretion and Developer agrees to immediately cease providing the Developer App and enabling access to the Intercom Service until otherwise notified by Intercom.
4.6. Private Developer Apps. If Developer wishes to create a Developer App for its own internal use that only connects to Developer's account on the Intercom Service and not to the account of any other End User ("Private Developer App"), Developer may do so without Approval, subject to its compliance with this Agreement and its Intercom Customer Agreement. Developer may generate its own Access Token for a Private Developer App using the Intercom Service dashboard.
5.1. Intercom App Store.
5.1.1. Listing. Intercom may, in its discretion, Make Available Approved Developer Apps in the Intercom App Store in accordance with Section 9.2 (Developer) below. Intercom's right to Make Available such Developer Apps includes the right to provide demonstrations of such Developer Apps to End Users and to use and reference such Developer Apps in connection with Intercom's marketing and promotion of the Intercom Service, Intercom Developer Platform, and Intercom App Store. Upon Intercom's request, Developer will provide Intercom with free access to an account for Developer Apps in connection with the foregoing. Intercom is free to use any descriptions of Developer Apps (including links to the applicable Developer End User Agreements and Developer's website pages where it describes Developer Apps) and Developer Marks provided to Intercom in connection with Making Available such Developer Apps. Developer may also apply to have Intercom Make Available Developer's Approved Developer Apps in the Intercom App Store, which application Intercom may accept or reject in its sole discretion.
5.1.2. No Expectation. For avoidance of doubt, Intercom does not have any duty or obligation, express or implied, to Make Available any Developer Apps and Developer has no expectation of any minimum distribution or usage.
5.1.3. Editorial Control. Notwithstanding anything to the contrary herein, Developer acknowledges and agrees that Intercom has sole editorial control of the Intercom App Store and may choose the placement and location of Developer Apps and size and prominence of Developer Marks. Intercom will also have final approval of any description of the Developer Apps appearing on the Intercom App Store. Intercom reserves the right to remove the Developer Apps, Developer Marks and Developer Apps descriptions from the Intercom App Store at any time in its sole discretion without notice to Developer.
5.1.4. Fees. Intercom reserves the right to charge fees for Making Available Developer Apps in the Intercom App Store, subject to Section 17 (Changes to this Agreement).
5.1.5. Additional Terms for Messenger Apps. The Additional Terms for Messenger Apps apply to all Messenger Apps and are hereby incorporated in the Agreement by reference.
5.2. By Developer. During the term of this Agreement, Developer may Make Available its own Approved Developer Apps on its own website (and provide links to the Intercom App Store entries for such Developer Apps (if any)). Any use by Developer of Intercom Marks in connection with the foregoing must be in accordance with Section 8.1 (Use of Intercom Marks) below.
6.1. End User Data.
6.1.1. In General. Developer agrees to access End User Data only if Developer has received Access Credentials as set forth in Section 4.3 (Access Credentials) above. Developer will ensure that all End User Data is collected, processed, transmitted, maintained and used (collectively, "Processed") in accordance with: (a) the Developer End User Agreements; and (b) all Laws. The Developer End User Agreements must clearly describe what End User Data Developer is Processing, how Developer Processes such End User Data and how Developer shares End User Data. The Developer End User Agreements must also indicate that Developer, not Intercom, is responsible and liable for the privacy, security and integrity of any End User Data Processed by Developer.
6.1.2. Termination of Access. Developer agrees that it will permit an End User to terminate the Processing of its End User Data by Developer Apps at any time upon such End User's request. Developer acknowledges and agrees that an End User may revoke an Access Token at any time via its Intercom account.
6.2. Usage Data. Intercom may monitor and collect certain aggregate data and information regarding Developer's use of the Intercom Developer Platform that is non-personally identifiable with respect to Developer, including data about Developer's API requests, Developer Apps (including information identifying Developer Apps or their source) or actions taken within the Intercom Service and the Intercom End User accounts that are accessed by Developer Apps ("Usage Data"). Intercom may use Usage Data in connection with operating, improving and supporting the Intercom Developer Platform, Intercom Service and Intercom App Store. Intercom may also disclose Usage Data to third parties in reports or other publications, provided that Intercom does not identify Developer as the source of any Usage Data.
7.1. No Representations. Developer shall not: (a) hold itself out as a reseller of the Intercom Service; (b) make any representations, guarantees or warranties of any type on behalf of Intercom or with respect to the specifications, features, capabilities or otherwise concerning the Intercom Service, or describe the Intercom Service in a manner inconsistent with the product descriptions or promotional materials made publicly available by Intercom; or (c) engage in any deceptive, misleading illegal or unethical practices under this Agreement. Developer will not suggest or imply that Intercom sponsors, endorses or guarantees the Developer Apps except for describing the interoperability of the Intercom Service and Developer Apps as expressly permitted hereunder.
7.2. Developer Representations and Warranties. Developer represents and warrants that: (a) Developer will have full power and authority to enter into and perform its obligations under this Agreement and to exploit the Developer Apps without violating any other agreement; (b) the Developer Apps and their use or Intercom's exercise of any of the licenses granted hereunder will not violate any third-party rights (including intellectual property rights and rights of privacy or publicity) or any Laws; (c) the Developer Apps will comply with all applicable Intercom Policies; (d) all information Developer provides to Intercom (including any descriptions of the Developer Apps) will be true, accurate and complete; and (e) Developer will not interfere with Intercom's business practices or the way in which it offers or provides the Intercom Service.
7.3. Indemnification. Developer will indemnify, defend (at Intercom's request) and hold harmless Intercom and its affiliates and their respective directors, officers, employees, agents, contractors and licensees from and against any claims, losses, costs, expenses (including reasonable attorneys' fees), damages or liabilities arising from or relating to: (a) Developer Apps; (b) Developer's relationships or interactions with End Users, including Developer End User Agreements and provision of the Developer Service; (c) Developer's breach or alleged breach of this Agreement (including, but not limited to, breach of Sections 4.4 (Security) or 6.1 (End User Data)); or (d) Developer Marks. Intercom may at its own expense participate in the defense and settlement of any claim with its own counsel, and Developer may not settle a claim without Intercom's prior written consent (not to be unreasonably withheld).
8.1. Use of Intercom Marks. Subject to this Agreement, Intercom grants Developer a non-exclusive, non-transferable, non-sublicensable, revocable license to use the Intercom Marks solely for the purposes of Making Available its own Approved Developer Apps, in compliance with the Brand Guidelines. All goodwill arising out of use of the Intercom Marks will inure to the benefit of Intercom. Except as expressly licensed under this Agreement, Intercom retains all right, title and interest in and to the Intercom Marks, including all intellectual property rights. Intercom reserves the right to review Developer's use of Intercom Marks and Developer agrees to cease use of Intercom Marks upon Intercom's request (in Intercom's sole discretion).
8.2. Use of Developer Marks. Intercom may (but is not obligated to) use Developer Marks to identify Developer as a developer and to promote Developer Apps. Subject to this Agreement, Developer grants to Intercom a non-exclusive, non-transferable right to use the Developer Marks and any descriptions that Developer publishes about the Developer Apps for the purposes described above (including in Section 5.1.1 (Listing)) and any additional purposes approved by Developer, in compliance with any Developer trademark usage guidelines provided by Developer to Intercom. All goodwill arising out of use of the Developer Marks will inure to the benefit of Developer. Except as expressly licensed under this Agreement, Developer retains all right, title and interest in and to the Developer Marks, including all intellectual property rights.
9.1. Intercom. Developer agrees that Intercom or its suppliers retain all right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Intercom Developer Platform, Intercom Service and any and all related and underlying technology and documentation; and any derivative works, modifications or improvements of any of the foregoing, including as may incorporate Feedback (collectively, "Intercom Technology"). Except for the express license rights set forth in this Agreement, no right, title or interest in any Intercom Technology is granted to Developer. Developer, from time-to-time, may submit comments, questions, suggestions or other feedback relating to Intercom's products and services to Intercom ("Feedback"). Intercom may freely use or exploit Feedback in connection with any of its products or services.
9.2. Developer. Developer retains all of its right, title and interest (including all patent, copyright, trademark, trade secret and other intellectual property rights) in and to the Developer Service and Developer Apps (excluding to the extent incorporating or reflecting any Intercom Technology). Developer hereby grants Intercom a non-exclusive, royalty-free, worldwide right and license to Make Available Developer Apps on the Intercom App Store, including the right to copy, host, distribute, publicly perform and display and sublicense any software code of Developer incorporated therein, under all applicable intellectual property rights of Developer. Except for the express license rights set forth in this Agreement, no right, title or interest in any Developer Apps are granted to Intercom.
Intercom may disclose to Developer information relating to Intercom's business and technology, including, without limitation, the Intercom Technology, Intercom Policies, information relating to business opportunities, marketing plans or product plans or any other information marked as confidential or proprietary or that Developer should reasonably understand to be confidential or proprietary under the circumstances ("Confidential Information"). Confidential Information also includes the terms of this Agreement. Except as authorized herein, Developer will (i) hold in confidence and not disclose any Confidential Information to third parties and (ii) not use Confidential Information for any purpose other than fulfilling its obligations and exercising its rights under this Agreement. Developer may disclose Confidential Information to its employees, agents, contractors and other representatives having a need to know, provided that such representatives are bound to confidentiality obligations no less protective of Intercom than this Section and that Developer remains responsible for compliance by any such representative with the terms of this Section. Developer acknowledges that disclosure of Confidential Information would cause substantial harm for which damages alone would not be a sufficient remedy, and therefore that upon any such disclosure by Developer, Intercom will be entitled to seek appropriate equitable relief in addition to whatever other remedies it might have at law.
Intercom works with many developers and nothing in this Agreement limits Intercom's right to develop or acquire, or to permit others to develop or acquire, any products, technology or services, even if they are similar to or compete with the Developer Apps.
12.1. Term. This Agreement will remain in effect until terminated as set forth herein.
12.2. Termination by Intercom. Intercom may terminate this Agreement: (a) for no or any reason upon thirty (30) days' notice to Developer; (b) immediately upon notice if Developer breaches any provisions of this Agreement and does not cure such breach within fifteen (15) days after written notice of the breach; or (c) immediately upon notice if (i) required by Laws, (ii) Intercom determines or reasonably believes that Developer or the Developer Apps may cause harm or loss to Intercom, the Intercom Service or its End Users or (iii) in order to address any security threat or breach.
12.3. Termination by Developer. Developer may terminate this Agreement at any time by ceasing all use of the Intercom Developer Platform (including use by Developer Apps) and any relevant developer account with Intercom.
12.4. Effect of Termination. Upon any termination of this Agreement: (a) Developer's rights to use the Intercom Developer Platform will expire; (b) Developer will cease use of the Intercom Developer Platform and all Access Credentials; (c) Developer will disable any access by Developer Apps to the Intercom Service (and in any event Intercom reserves the right to disable such access itself by revoking applicable Access Credentials); (d) Developer will return or destroy Confidential Information; and (e) all licenses to the other party's marks will terminate, and each party (as licensed party) will cease use of such marks and related promotional activities, subject to a reasonable period, not to exceed thirty (30) days, to take down marks from properties in such party's control; provided, however, that in no event will either party be obligated to remove the other party's marks from any physical copies of promotional materials that were distributed prior to the effective date of termination. Developer acknowledges and agrees that upon termination of this Agreement, End Users' ability to access the Intercom Service through Developer Apps will terminate.
12.5. Survival. This Section 12 and Sections 3.2 (Conditions on Use), 7.3 (Indemnification), 9 (Intellectual Property Rights), 10 (Confidential Information), 11 (Independent Development), 13 (No Warranty), 14 (Limitation of Liability), and 19 (General) will survive any expiration or termination of this Agreement.
THE INTERCOM DEVELOPER PLATFORM, INTERCOM APP STORE AND INTERCOM MARKS ARE PROVIDED "AS IS". NEITHER INTERCOM NOR ITS SUPPLIERS MAKES ANY OTHER WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. INTERCOM DOES NOT WARRANT THAT INTERCOM WILL CONTINUE TO OFFER THE INTERCOM DEVELOPER PLATFORM OR THAT DEVELOPER'S USE OF THE INTERCOM DEVELOPER PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE. INTERCOM SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE THE REASONABLE CONTROL OF INTERCOM, INCLUDING ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS. DEVELOPER MAY HAVE OTHER STATUTORY RIGHTS, BUT THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE SHORTEST PERIOD PERMITTED BY LAW.
IN NO EVENT SHALL INTERCOM OR ITS SUPPLIERS BE LIABLE FOR ANY LOSS OF USE, LOST OR INACCURATE DATA, FAILURE OF SECURITY MECHANISMS, INTERRUPTION OF BUSINESS, COSTS OF DELAY, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING LOST PROFITS), REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF INFORMED OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, INTERCOM AND ITS SUPPLIERS' ENTIRE LIABILITY TO DEVELOPER UNDER THIS AGREEMENT (FOR DAMAGES OR LIABILITY OF ANY TYPE) SHALL NOT EXCEED THE GREATER OF (I) ANY FEES ACTUALLY PAID BY DEVELOPER TO INTERCOM UNDER THIS AGREEMENT OR (II) ONE THOUSAND DOLLARS (USD $1,000).
Intercom will use reasonable efforts to answer Developer's questions regarding use of the Intercom Developer Platform, but is not obligated to provide any updates or other support for the Intercom Developer Platform.
Developer acknowledges that the Intercom Developer Platform is subject to export restrictions by the United States government and import restrictions by certain foreign governments. Developer shall not and shall not allow any third party to remove or export from the United States or allow the export or re-export of any part of the Intercom Developer Platform or any direct product thereof: (a) into (or to a national or resident of) any embargoed or terrorist-supporting country; (b) to anyone on the U.S. Commerce Department's Table of Denial Orders or U.S. Treasury Department's list of Specially Designated Nationals; (c) to any country to which such export or re-export is restricted or prohibited, or as to which the United States government or any agency thereof requires an export license or other governmental approval at the time of export or re-export without first obtaining such license or approval; or (d) otherwise in violation of any export or import restrictions, laws or regulations of any United States or foreign agency or authority. Developer agrees to the foregoing and warrants that it is not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list. The Intercom Developer Platform is further restricted from being used for the design or development of nuclear, chemical, or biological weapons or missile technology, or for terrorist activity, without the prior permission of the United States government.
Intercom may modify this Agreement from time-to-time, including the Intercom Policies and Additional Terms for Messenger Apps. Intercom will use reasonable efforts to notify you of any modifications as provided in Section 18 (Notices). The modified Agreement will be effective on the date specified by Intercom. If Developer does not agree to the revised Agreement, Developer's sole remedy is to terminate this Agreement in accordance with Section 12.3 (Termination by Developer). By continuing to access or use the Intercom Developer Platform after the revised Agreement becomes effective, Developer agrees to be bound by the revised Agreement.
All notices, requests and other communications under this Agreement must be in writing, and must be mailed by registered or certified mail, postage prepaid and return receipt requested, or delivered by hand to the party to whom such notice is required or permitted to be given. Intercom may also provide notice to the email provided by Developer or by posting a notice on the Intercom Developer Hub. Notices to Intercom must be delivered in writing to:
Intercom 55 2nd Street, 4th Floor San Francisco, CA 94105 Attn: Legal
This Agreement will be governed by and construed under the laws of the State of California. Any suit or proceeding arising out of or relating to this Agreement will be commenced exclusively in the state or federal courts in San Francisco, California, and each party irrevocably submits to the exclusive jurisdiction and venue of such courts. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed. The parties are independent contractors and no employment, agency, or joint venture is created hereunder. Except as set forth in Section 17 (Changes to this Agreement), all amendments must be in writing and signed by both parties. Waivers must be in writing and no waivers will be implied. This Agreement may not be assigned by Developer, and any purported assignment or amendment in violation of the foregoing will be void. Intercom may assign this Agreement to any affiliate or in connection with a merger, reorganization, acquisition or other transfer of all or substantially all of Intercom's assets or voting securities. If any provision of this Agreement is held by a court of competent jurisdiction to be unenforceable for any reason, the remaining provisions hereof will be unaffected and remain in full force and effect. This Agreement is the final, complete and exclusive agreement between the parties relating to the subject matter hereof and supersedes all prior or contemporaneous understandings and agreements relating to such subject matter, whether oral or written. Elements of the Intercom Developer Platform are commercial computer software. If the user or licensee of the Intercom Developer Platform is an agency, department, or other entity of the United States Government, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Intercom Developer Platform, or any related documentation of any kind, including technical data and manuals, is restricted by a license agreement or by the terms of this Agreement in accordance with Federal Acquisition Regulation 12.212 for civilian purposes and Defense Federal Acquisition Regulation Supplement 227.7202 for military purposes. The Intercom Developer Platform was developed fully at private expense. All other use is prohibited.
These Additional Terms for Messenger Apps (the "Addendum") supplement and are incorporated by reference into the Intercom Developer Terms (the "Agreement"). All capitalized terms not defined herein shall have the meaning given to them in the Agreement. Except as expressly set forth herein, all of the terms and conditions of the Agreement shall remain in full force and effect. In the event of any conflict between this Addendum and the Agreement, this Addendum will control.
"Copyleft License" means any Open Source Software license which seeks to require any party which uses, modifies or distributes the licensed code to make such code (or modification or derivative work thereof) or any other code which may be combined with or linked to such code available in source code form or which may impose any other obligation or restriction with respect to such party's patent or other intellectual property rights (such as, for example purposes only, any version of the GPL or LGPL, Affero, CPL, CDDL, Eclipse or Mozilla licenses). "Open Source Software" means any open source, community or other free code or libraries of any type, including, without limitation, any code which is made generally available on the Internet without charge (such as, for example purposes only, any code licensed under any version of the Apache, BSD, GNU GPL or LGPL, Mozilla or MIT licenses).
Developer must upload its Messenger Apps through the Intercom Developer Hub for review and listing in the Intercom App Store.
In addition to Developer's representations and warranties set forth in Section 7.2 (Developer Representations and Warranties) of the Agreement, Developer represents and warrants to Intercom that: (a) Developer has procured all rights necessary to grant the licenses granted under this Addendum; (b) the Messenger Apps shall be free of any: (i) Harmful Code and (ii) except as expressly disclosed in the Developer End User Agreements, software disabling devices, time-out devices, counter devices and devices intended to collect data regarding usage of the Messenger Apps or to track users; (c) Developer will comply with the terms governing any Open Source Software used in any Messenger Apps, including by providing all required attributions and notices to Intercom (prior to Intercom Making Available the Messenger App) and to End Users; (d) the Messenger Apps do not and will not contain any code licensed under a Copyleft License; (e) Intercom's exercise of its rights with respect to the Messenger Apps hereunder will not subject Intercom to any third-party terms or conditions nor require Intercom to provide attribution to any third-party source; (f) Developer is not aware of any pending or threatened claims pertaining to the Messenger Apps, including without limitation any claims or allegations that any Messenger App infringes, violates, or misappropriates the intellectual property rights of any third party. Developer agrees that it will notify Intercom immediately if Developer becomes aware of any such claims; and (g) Developer is not subject to sanctions or otherwise designated on any list of prohibited or restricted parties maintained by the United States government or other applicable government authority nor are the Messenger Apps subject to any restrictions on export by the United States government or import by any foreign governments that would require obtaining government licenses or approvals for export or import.