Developer Rules

Inkling is offering developers an opportunity to evaluate its developer tools for retrieving and displaying interactive digital content built using Inkling Habitat on the web and native app platforms. We believe that content creation and distribution is a hard problem for companies to solve and we invite you to check out our tools to see if it can help power your content experiences.

We want to encourage you to explore the Subscription Services and our Application Development Tools, but there are a few terms and conditions that you must abide by if you don’t have a signed contract with us already. Your use of the Subscription Services, including any Application Development Tools, means that you agree to these terms.

All capitalized terms not defined in these Developer Rules shall have the meanings assigned to them in the Defined Contract Terms for the Inkling platform.

1. License Grant

Inkling grants you a non-sublicensable, non-transferable and non-exclusive right to access and use those portions of the Subscription Services made available to you, in accordance with the terms and conditions of this Agreement.

2. Platform Guidelines

Your use of the Subscription Services, including the Application Development Tools, must at all time be in compliance with the Inkling Platform Guidelines, which are hereby incorporated by reference.

3. Development of Supported Applications

You may use the Application Development Tools provided to you solely for the development and use of Supported Applications during the applicable Subscription Term, provided that such Supported Applications are used for testing purposes only and not in any commercial product (whether or not offered for a fee). You must ensure that the Supported Applications operate in accordance with the Documentation at all times, and promptly correct any errors that cause the Supported Applications not to comply with the Documentation.

4. Ownership

(a) Inkling Property. As between you and Inkling, Inkling retains all rights, title and interest in and to the Inkling Property, and except as expressly set out in this agreement, no right, title or license under any Inkling Property is granted to you or implied hereby.

(b) Developer Property. As between you and Inkling, you retain all rights, title and interest in and to any Supported Application that you develop and any content you create and use in connection with the Supported Application. You hereby grant to Inkling a limited, non-exclusive, non-transferable (except in connection with the permitted assignment of this Agreement) and royalty-free, license under your intellectual property rights to access and use your Content and any other materials or applications provided to Inkling, solely as necessary for Inkling to provide the Subscription Services to you.

5. Termination

You may terminate this agreement by ceasing access to the Subscription Services and deleting all copies of Inkling Property in your possession. Inkling may also terminate this agreement and/or suspend access to the Subscription Services for any reason. Upon receiving notice of Inkling’s termination of this agreement, you must immediately cease using the Subscription Services and delete all copies of Inkling Property in your possession.

6. Confidentiality

You may be given access to certain non-public information, software, and specifications relating to the Subscription Services, including Authentication Keys (collectively, “Confidential Information”), which is confidential and proprietary to Inkling. You may use this Confidential Information only as necessary in exercising the rights granted to you by this agreement. You may not disclose any of this Confidential Information to any third party without Inkling’s prior written consent. You agree that you will protect this Confidential Information from unauthorized use, access, or disclosure in the same manner that you would use to protect your own confidential and proprietary information of a similar nature and in any event with no less than a reasonable degree of care.

7. Representations and Warranties; Disclaimer

(a) You represent and warrant that: (i) you have the necessary power and authority to enter into this agreement, and that your performance under this agreement will not constitute a breach of any agreement or otherwise violate the rights of any third party; (ii) you will maintain throughout the term of this agreement all rights and licenses that are required with respect to any Supported Application you develop; and (iii) your Supported Application and its use, distribution, sale and license, including the use of any license hereunder, does and will continue to comply with all applicable foreign, federal, state, and local laws, rules, and regulations.

(b) Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (1) INKLING HEREBY SPECIFICALLY DISCLAIMS ALL EXPRESS AND IMPLIED WARRANTIES, CONDITIONS, REPRESENTATIONS, UNDERTAKINGS AND GUARANTIES, INCLUDING, WITHOUT LIMITATION, ANY WITH RESPECT TO TITLE, MERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE AND (2) INKLING’S LIABILITY UNDER ANY IMPLIED OR STATUTORY WARRANTY, CONDITION, REPRESENTATION, UNDERTAKING OR GUARANTY WHICH CANNOT BE LEGALLY EXCLUDED IS LIMITED IN RESPECT OF THE SERVICES TO SUPPLYING THE SERVICES AGAIN. INKLING DOES NOT REPRESENT OR WARRANT THAT: (I) THE SUBSCRIPTION SERVICES WILL MEET YOUR BUSINESS REQUIREMENTS; (II) THE SUBSCRIPTION SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED OR THAT THE RESULTS OBTAINED FROM ITS USE WILL BE ACCURATE OR RELIABLE; OR (III) ALL DEFICIENCIES IN THE SERVICES CAN BE FOUND OR CORRECTED.

8. Limitation of Liability

IN NO EVENT WILL INKLING BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE SUBSCRIPTION SERVICES WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. IN ANY CASE, INKLING’S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AGGREGATE FEES YOU PAID FOR ACCESS TO THE SUBSCRIPTION SERVICES IN THE LAST TWELVE (12) MONTHS.

9. Indemnification

In addition to any other remedy available to Inkling, you shall indemnify, defend and hold harmless Inkling, its affiliates and their respective directors, officers, employees and agents (“Inkling Indemnified Parties”) from and against any and all losses, expenses, damages and costs (including reasonable attorneys’ fees) suffered or incurred by any Inkling Indemnified Party to the extent resulting from, arising out of or in connection with any claims made or suits brought by any third part against an Inkling Indemnified Party that arise or result from your breach of this agreement; provided that Inkling gives you reasonably prompt notice of such claim or suit. You shall in no event settle any claim or suit without Inkling’s prior written consent, which will not be unreasonably withheld. Further, Inkling at its sole expense may participate in the defense and settlement of the claim or suit with counsel of its own choosing.

10. Miscellaneous

This agreement constitutes the entire agreement among the parties with respect to the subject matter and supersedes and merges all prior proposals, understandings and contemporaneous communications. Any modification to this agreement by you must be in a writing signed by both you and Inkling. You may not assign any of the rights or obligations granted hereunder, voluntarily or by operation of law (including without limitation in connection with a merger, acquisition, or sale of assets) except with Inkling’s prior written consent, and any attempted assignment in violation of this paragraph is void. This agreement does not create or imply any partnership, agency or joint venture. This agreement will be governed by and construed in accordance with the laws of the State of California, without regard to or application of conflicts of law rules or principles. All claims arising out of or relating to this agreement will be brought exclusively in the federal or state courts of San Francisco County, California, USA, and you consent to personal jurisdiction in those courts. No waiver by Inkling of any covenant or right under this agreement will be effective unless memorialized in a writing duly authorized by Inkling. If any part of this agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the remaining provisions of this agreement will remain in full force and effect.

These Developer Rules were last updated on April 7, 2022.