Effective date - 20th August, 2019
Welcome to the Developer Portal!
If You access or use the Developer Portal, You agree to be bound by these Terms. If You do not agree with these Terms, You must not accept these Terms and may not use the Developer Portal. We may update the Developer Portal from time to time and may change content at any time. However, please note that any of the content on the Developer Portal may be out of date at any given time, and we are under no obligation to update it.
1. USE OF THE DEVELOPER PORTAL AND SDK
1.2 Use of Our SDKs: Subject to Your compliance with these Terms, You have the limited, worldwide, royalty-free, non-exclusive, non-transferrable right to install and use Our Software Development Kit including any APIs (as licensed in Section 1.3 below), Freshworks Development Kit if and as available on the app development platform, programs, tools, documentation, relevant source code and other materials/content (collectively referred to as “Our SDKs”) made available to You as a part of Our SDKs to develop, test and operate Apps. You further agree that Your right to access and use the APIs is also subject to the restrictions, guidelines and policies which are published, implemented and updated On Our Website from time to time with respect to such APIs.
1.3 Use of Our APIs: Subject to Your compliance with these Terms, You have the limited, worldwide, royalty-free, non-exclusive, non-transferrable right to access and use Our APIs for internal business purposes. Our APIs may contain open source software which may be subject to certain licenses. We will provide You with the link to or copy of such licenses. You understand and agree such that open source software are not governed by these Terms but by their own respective licenses. Further, our APIs may also contain third party content which may be governed by the terms and conditions of the entity that makes such content available. You, therefore, understand and agree that such third party content is the sole responsibility of the entity that makes it available and is not governed by these Terms but by such entity’s terms and conditions.
1.4 Use of third party Software Development Kits (“third party SDKs”): If You use, reproduce, develop, test, operate or publish Apps based on such third party SDKs or APIs, be advised that Your using, reproducing, developing, testing, operating and publishing of such third party applications are governed solely by their terms and conditions. You may need licenses, including without limitation patent and copyright licenses from third parties, to use, develop, reproduce, test, operate, publish or distribute Your Apps, when you use third party SDKs and You agree that We have no obligation to You with respect to providing notice of or acquiring such licenses. You agree that You will obtain or comply with such appropriate third party licenses and indemnify Us against third party claims per Section 11 of this Agreement.
1.5 Grant of Rights to Us: Until termination according to Section 8 of these Terms, You agree to grant Us a worldwide, irrevocable, non-exclusive, royalty-free license to reproduce, use, store, transmit, display, access, remove, distribute and analyze, in any way, now known or in the future discovered, the App in connection with making it available in the Developer Portal.
1.6 In addition to complying with the other terms, conditions and restrictions set forth below in these Terms, You agree not to (a) modify, amend, adapt, replicate or hack the APIs, Developer Portal or otherwise attempt to gain unauthorized access to the Developer Portal or related systems or networks; (b) falsely imply any sponsorship, partnership, or association with Us or misrepresent the ownership or source of the APIs; (c) use the Developer Portal in any unlawful manner or to promote unlawful activity, including but not limited to, violation of any person’s proprietary or privacy rights; (d) use the Developer Portal to send unsolicited or unauthorized junk mail, spam, pyramid schemes or other forms of duplicative or unsolicited messages; (e) use the Developer Portal to store or transmit files, materials, data, text, audio, video, images or other content that infringes on any person’s intellectual property rights; (f) use the Developer Portal in any manner that interferes with or disrupts the integrity or performance of the Developer Portal and its components; (g) attempt to decipher, decompile, reverse engineer, disassemble, reproduce, or modify the source code or underlying applications provided in the APIs or Our SDKs; (h) use the Developer Portal to knowingly post, transmit, upload, link to, send or store any content that is unlawful, racist, hateful, abusive, libelous, obscene, defamatory, threatening, harassing or discriminatory; (i) use the Developer Portal to store or transmit any “protected health information” as that term is defined in 45 C.F.R. 160.103 unless expressly agreed to otherwise in writing by Our; (j) use the Developer Portal to knowingly post, transmit, upload, link to, send or store any viruses, worms, malware, Trojan horses, time bombs, or any other similar harmful software (“Malicious Software”); (k) mask Your identity to circumvent the API calls limits We specify; (l) use the Developer Portal contrary to the Purpose of its use. “Purpose” herein refers to the intention of the App Marketplace to be used as a platform for publishing Your Apps and content solely related to the use or functionality of Your Apps; (m) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share or otherwise commercially exploit the APIs for purposes other than those specified in these Terms; or (n) try to use, or use the Developer Portal in violation of these Terms.
1.7 Limits on API calls: We may set forth limits for use of the APIs in our API policies. By using our APIs, you understand that We have the sole discretion to set and enforce limits for use of our APIs. We may to temporarily suspend Your access to Our APIs if You exceed the specified limits. Any circumvention or attempts to circumvent shall be deemed as a violation of these Terms and may result in termination of Your Account. Unused API calls will not be carried forward to the next month or subscription, whichever is applicable.
1.8 You shall comply with these Terms, the requirements under our Terms of Service as applicable, API policies as implemented from time to time, in Your use of Our APIs. You are responsible for compliance with the provisions of these Terms by You and for any and all activities that occur under Your Account, as well as for all Your Data. Without limiting the foregoing, You are solely responsible for ensuring that Your use of the Developer Portal to store and transmit Your Data is compliant with all applicable laws and regulations. You agree and acknowledge that each user will be identified by a unique username and password (“Login”) and that a user Login may only be used by one (1) individual. You will not share a user Login among multiple individuals. You and Your users are responsible for maintaining the confidentiality of all Login information for Your Account. The Group Companies will not be held liable for any damage or loss that may result from Your failure to protect Your login information, including Your password.
1.9 Where Our Websites contain links to other websites and resources provided by third parties, these links are provided for Your information only. We have no control over the contents of those websites or resources.
2. INTELLECTUAL PROPERTY RIGHTS
2.1 Ownership of Intellectual Property: Except for the rights granted to You in Sections 1.1, 1.2 and 1.3, all rights, title and interest in and to all Our patents, inventions, copyrights, trademarks, domain names, trade secrets, know-how and any other intellectual property and/or proprietary rights in or related to Our SDKs, APIs and any part of it (collectively, “Intellectual Property Rights”) shall belong to and remain exclusively with Us. We acknowledge that You own the Apps You develop for the App Marketplace. We do not claim intellectual property rights over the content, Apps, You upload or publish in the App Marketplace. In the event that We market or promote Your Apps in accordance with Section 4 herein, You agree that We shall have the right to copy, display, publish, reproduce, distribute, modify, create derivative works of the screenshots of Your Apps and take all steps necessary solely for the purposes of marketing or promoting Your Apps.
2.2 Feedback; Recommendations: We shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate or otherwise use any suggestions, enhancement requests, recommendations or other feedback We receive from You with respect to Our Developer Portal.
2.3 Trademark Licenses: App Marketplace and Our other product and service names, and logos used or displayed on the Service or Websites are registered or unregistered trademarks of Us (collectively, “Marks”), and You may only use such Marks to identify You as a developer or App Marketplace user; provided You do not attempt, now or in the future, to claim any rights in the Marks, degrade the distinctiveness of the Marks, or use the Marks to disparage or misrepresent Us, Our services or products. Your use of third party service names or logos will be governed by their licenses only.
2.3.1 Use of Marks in online advertisements: If you wish to use the Marks in, or as a part of, any advertisements displayed using online advertisement services, please seek our prior permission by writing to firstname.lastname@example.org or email@example.com. You must ensure that You do not, in these advertisements, use the names, marks or logos of any third party service provider who provides products or services similar to Our Services.
2.4 Copyright Notices: You agree that you will maintain and not remove, obscure or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the Our SDKs, including APIs and other third party SDKs.
2.5 All rights not expressly provided to You herein in Sections 1.1, 1.2, 1.3, 2.3 and 2.4 are reserved.
2.6 Modifications to the APIs: We reserve the right to modify Our APIs from time to time. We will take commercially reasonable steps to notify You of such modifications. Notifications of such modifications may be through the Websites or Services or the Developer Portal or through communications as specified in Section 19 below and may, at Our sole discretion, be implemented at any time without notifying You. Your continued use of Our APIs shall constitute acceptance of our modifications. You acknowledge that such modifications may affect how the Apps work and agree that We shall have no liability towards You or users of Your Apps if such modifications affect the use of Your Apps including rendering the Apps inaccessible.
2.7 Compliance with DMCA: If You or Your users believe, in good faith, that We are, or a third party is, violating Your or Your users’ copyrights, please follow the procedure specified in the Takedown Policy on our Website to notify us.
3. APP SUBMISSION AND APPROVAL PROCESS
Each App developed for the App Marketplace shall be submitted for an approval process before it is published. The approval process may consist of reviews pertaining to Q&A, code checks, security permissions and content. As a part of the approval process, Your code may be shared with authorized third parties for the purpose of evaluation. We shall make suggestions as to addition, modification, removal of any portion of the App submitted for approval before accepting it for publication. If You refuse to comply with Our suggestions, We reserve the right to reject Your App and not publish it in the App Marketplace. In any event, You shall remain responsible for the accuracy and completeness of the content, permissions or all other aspect pertaining to Your App. We also reserve the right to monitor Your Apps to ensure Your compliance with these Terms.
4. MARKETING THE APPS
We may choose to promote or market Your App at Our discretion. You may promote or market Your App provided You do not violate the Terms or the terms of third parties whose applications You have developed for the App Marketplace.
5. SUPPORT MAINTENANCE AND SECURITY
5.1 You shall be responsible for providing all technical support pertaining to Your App. To this extent, You shall provide current, accurate and complete contact information on the App Marketplace for providing customer support. Any comments, queries, complaints or feedback about Your App shall be directed to You for resolution.
5.2 Security: You understand and agree that We do not provide the facility for audit trails or computer records for the Apps or user activity-related events pertaining to such Apps. You shall address the requirement for audit trails for Your App in the terms of service that You provide while publishing the App in the App Marketplace and You shall be solely responsible to Your users for such audit trails. Further, You shall comply with all applicable laws and regulations including applicable privacy laws to protect Your users’ information and in order to do so, You agree to use all physical, administrative and technical safeguards to protect Your users’ information.
6. CHARGES, PAYMENT OF REVENUE SHARE AND RELATED TERMS
6.1 Charges: Subject to the Pricing Policy and these Terms, You have the discretion to set the commercial pricing tiers for Sales of Your Apps (the "Charges"). Provided that in the event there is a change in the commercial pricing tiers to reflect an increase in the pricing of the Apps (“New Pricing”), You agree that this New Pricing shall be applicable only to Your new customers and not to Your existing customers who use Your App. For the purposes of these Terms, "Sale" includes any initial or renewal sale, subscription or license of an App through the App Marketplace.
6.2 Revenue Share: For each Sale, We will pay You an amount ("Revenue Share") equal to eighty percent (80%) of the amount received by Freshworks from the Sale. Such amounts exclude taxes and any separately stated fees or charges. A Revenue Share is due only for Sales for which We have received final payment from or on behalf of an end user. If an App is sold to an end user using a credit card, final payment will be deemed to have occurred when the applicable credit card company or bank has fully settled the payment for the applicable purchase. For purposes of clarity, in the event We refund the applicable Sale amount (or a portion thereof) to an end user You agree and acknowledge that You will not receive and will have no right to receive a Revenue Share on that portion of the Sale amount that was refunded.
6.3 Payment by Us: Subject to these Terms, approximately thirty (30) days after the end of the calendar month in which the applicable Sale is made, We will make available to You a report detailing Sales of Apps and corresponding Revenue Share along with payment of the Revenue Share due in connection with such report. All payments will be made in US dollars ("$"). You agree to provide Us with information on a valid bank account in Your name, and We will make payments to that account via Electronic Funds Transfer ("EFT"). We are entitled to accrue and withhold payments, without interest, until the total amount due to You (net of any tax withholding, as further described below) is at least $300.00. If We pay You a Revenue Share on a Sale and later issue a refund or credit to the end user for such Sale (or receives a chargeback related to the Sale), We may adjust the amount of the Revenue Share that We previously paid You against future Revenue Share or other amounts that would otherwise be payable to You under these Terms, or require You to remit that amount to Us. We may also withhold and offset sums You owe to Us against amounts that are payable to You. You agree that any fees charged by Your bank in connection with wire transfers pursuant to this Section 6.3 are solely Your responsibility. When these Terms terminate, We may withhold all Revenue Share due for a period of sixty (60) days from the date they would otherwise be payable, in order to ensure Our ability to offset any end user refunds or make any other offsets to which We are entitled.
6.4 Use of Certain Information: We shall use Your banking and payment information solely for purposes related to this Section 6. We shall not disclose Your sales and related financial data to third parties. The foregoing sentence notwithstanding, We may use or disclose aggregated sales and other financial data related to the App Marketplace, which may include Your sales and related financial data but does not identify You or Your data specifically.
6.5 Taxes: Except as described in these Terms, We are responsible for collecting and remitting any taxes imposed on sales of Apps to end users in accordance with applicable laws. You are responsible for any income or other taxes due and payable resulting from Our payments to You. Accordingly, unless otherwise stated, the amounts due to You hereunder are exclusive of any taxes that may apply to such payments. We maintain the right to deduct or withhold any applicable taxes payable by You from amounts due from Us in accordance with applicable US taxation laws, and the amounts due, as reduced by such deductions or withholdings, will constitute full payment to You.
7. CUSTOM APPS
Subject to these Terms and on such terms and conditions as set forth in a Form, We may, at our sole discretion, engage You to develop Custom Apps for Our customer(s). You acknowledge and agree that You shall be responsible to provide to such customer, the terms and conditions required for inter alia, the customer’s access and use of the Custom Apps. With respect to the Custom Apps, (i) You warrant that You will not discuss, determine or disclose any pricing with Our customer for the Custom Apps; and (ii) You hereby authorize Us to determine the pricing with Our customer. We shall receive payments from Our customer for such Custom Apps and shall pay You the one-time fee as agreed in the relevant Form upon receipt of payment from Our customer. Further, You acknowledge and agree that You shall be responsible to provide to the customer of such Custom App support and maintenance that may be requested by the customer or by Us on behalf of the customer. In the event You breach this section 7, without prejudice to any other remedy that We may have under law and/or these Terms, We reserve the right to terminate Our engagement with You with immediate effect.
8. CANCELLATION AND TERMINATION
8.1 You may elect to terminate Your Developer Account or seek removal of Your App from the App Marketplace at any time by providing us a 45 day notice via email to firstname.lastname@example.org. You shall remain liable for all technical support pertaining to Your App for said 45 day period.
8.2 We reserve the right to modify, suspend or terminate the App Marketplace including the limited rights granted to You (or any part thereof), Your Account or Your rights to access and use the App Marketplace, and remove, disable and discard any of Your Data if We believe that You have violated these Terms. If applicable, You will be liable to pay Us any fees outstanding or due until the date of termination. Unless legally prohibited from doing so, We will use commercially reasonable efforts to contact You directly via email to notify You when taking any of the foregoing actions, and provide You with an opportunity to cure such breach within 15 days from notification by Us to You. We shall not be liable to You or any other third party for any such modification, suspension or discontinuation of Your rights to access and use the App Marketplace. Any suspected fraudulent, abusive, or illegal activity by You may be referred to law enforcement authorities at Our sole discretion. We shall not be liable to You or any third party for any modification, suspension or discontinuation of the App Marketplace.
9. DISCLAIMER OF WARRANTIES
THE WEBSITES AND THE DEVELOPER PORTAL, INCLUDING ALL SERVER AND NETWORK COMPONENTS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND WE EXPRESSLY DISCLAIM ANY AND ALL CONDITIONS, REPRESENTATIONS, WARRANTIES OR OTHER TERMS, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
YOU ACKNOWLEDGE THAT WE DO NOT WARRANT THAT THE DEVELOPER PORTAL OR WEBSITES WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR FREE FROM VIRUSES OR OTHER MALICIOUS SOFTWARE, AND NO INFORMATION OR ADVICE OBTAINED BY YOU FROM US OR THROUGH THE DEVELOPER PORTAL OR WEBSITES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.
THE CONTENT ON OUR WEBSITES IS PROVIDED FOR GENERAL INFORMATION ONLY. IT IS NOT INTENDED TO AMOUNT TO ADVICE ON WHICH YOU SHOULD RELY. YOU MUST OBTAIN PROFESSIONAL OR SPECIALIST ADVICE BEFORE TAKING, OR REFRAINING FROM, ANY ACTION ON THE BASIS OF THE CONTENT ON OUR WEBSITES.
10. LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE, OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE TO ANY PERSON FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COVER OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, REVENUE, SALES, GOODWILL, USE OR CONTENT, IMPACT ON BUSINESS, BUSINESS INTERRUPTION, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS OPPORTUNITY) HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, WARRANTY, BREACH OF STATUTORY DUTY,NEGLIGENCE OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE FORESEEN SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, OUR AGGREGATE LIABILITY AND THAT OF OUR AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS AND LICENSORS, RELATING TO THE DEVELOPER PORTAL WILL BE LIMITED TO AN AMOUNT EQUAL TO USD ONE THOUSAND, PRIOR TO THE FIRST EVENT OR OCCURRENCE GIVING RISE TO SUCH LIABILITY. THE LIMITATIONS AND EXCLUSIONS ALSO APPLY IF THIS REMEDY DOES NOT FULLY COMPENSATE YOU FOR ANY LOSSES OR FAILS OF ITS ESSENTIAL PURPOSE.
You will indemnify and hold Us harmless against any claim brought by a third party against the Group Companies, and their respective employees, officers, directors and agents arising from or related to use of the Developer Portal by You in breach of these Terms or matters which You have expressly agreed to be responsible pursuant to these Terms; provided that We promptly notify You of the threat or notice of such a claim.
12. INJUNCTIVE RELIEF
You acknowledge that the limitations and restrictions in these Terms are necessary and reasonable to protect Us and our Group Companies. You expressly agree that monetary damages may not be a sufficient remedy for Your breach of these Terms. Accordingly, You agree that We will be entitled to seek temporary or permanent injunctive relief against any violation or threatened violation of such limitations or restrictions in any court of competent jurisdiction.
The APIs and Our SDKs We make available may contain Confidential Information. If You receive any Confidential Information, You agree to keep it confidential, not use it except in connection with Your permitted use under these Terms, and not disclose it to any third party without Our prior written consent. If You are compelled to disclose such Confidential Information by law, You may do so with prior notice to Us unless You are prohibited by a competent authority or court of competent jurisdiction to give Us prior notice.
14. ASSIGNMENT; ENTIRE AGREEMENT; REVISIONS
14.1 You may not, directly or indirectly, by operation of law or otherwise, assign all or any part of these Terms or Your rights under these Terms or delegate performance of Your duties under these Terms without Our prior consent. We may, without Your consent, assign Our agreement with You to any member of the Group Companies or in connection with any merger or change of Our control or the sale of all or substantially all of Our assets provided that any such successor agrees to fulfill Our obligations pursuant to these Terms. Subject to the foregoing restrictions, these Terms will be fully binding upon, inure to the benefit of and be enforceable by the parties and their respective successors and assigns.
14.2 These Terms constitute the entire agreement, and supersede any and all prior agreements between You and Us with regard to the subject matter hereof. These Terms shall prevail over the terms or conditions in any purchase order or other order documentation You or any Entity which You represent provides (all such terms or conditions being null and void), and, except as expressly stated herein, there are no other agreements, representations, warranties, or commitments which may be relied upon by either party with respect to the subject matter hereof. Notwithstanding the foregoing, additional terms may apply to certain features or functionality We offer through the Developer Portal (the “Additional Terms”). In those instances, We will notify You of such Additional Terms prior to the activation of these features or functionality and the activation of these features or functionality in Your Account will be considered acceptance of the Additional Terms. All such Additional Terms will be considered incorporated into these Terms when You or any user authorized as an administrator in Your Account activate the feature or functionality. Where there is a conflict between these Terms and the Additional Terms, the Additional Terms will control in respect of those functionalities or features.
15. SEVERABILITY; NO WAIVER
If any provision in these Terms is held by a court of competent jurisdiction to be unenforceable, such provision shall be modified by the court and interpreted so as to best accomplish the original provision to the fullest extent permitted by applicable law, and the remaining provisions of these Terms shall remain in effect. Our failure or delay to exercise any right provided for herein shall not be deemed a waiver of any right hereunder.
16. EXPORT COMPLIANCE AND USE RESTRICTIONS; FEDERAL GOVERNMENT END USE PROVISIONS
The Developer Portal and other Software or components of the Service(s) which We may provide or make available to You or users may be subject to U.S. (or other territories) export control and economic sanctions laws. You agree to comply with all such laws and regulations as they relate to access to and use of the Developer Portal or Service(s), Software and such other components by You and users. You shall not access or use the Developer Portal or Service(s) if You are located in any jurisdiction in which the provision of the Developer Portal or Service(s), Software or other components is prohibited under U.S. or other applicable laws or regulations (a “Prohibited Jurisdiction”) and You shall not provide access to the Developer Portal or Service(s) to any government, entity or individual located in any Prohibited Jurisdiction. You represent, warrant and covenant that (i) You are not named on any U.S. government (or other government) list of persons or entities prohibited from receiving U.S. exports, or transacting with any U.S. person, (ii) You are not a national of, or a company registered in, any Prohibited Jurisdiction, (iii) You shall not permit users to access or use the Developer Portal or Service(s) in violation of any U.S. or other applicable export embargoes, prohibitions or restrictions, and (iv) You shall comply with all applicable laws regarding the transmission of technical data exported from the United States and the country in which You and Your users are located. If You are a U.S. federal government department or agency or contracting on behalf of such department or agency, this Developer Portal or Service(s) is a “Commercial Item” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as those terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Developer Portal or Service(s) is licensed to You with only those rights as provided under the terms and conditions of these Terms.
17. RELATIONSHIP OF THE PARTIES
The parties are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship among the parties.
Sections 1.2 (Use of Our SDKs), 2 (Intellectual Property Rights), 6 (Charges, Payment of Revenue Share and Related Terms), 8 (Cancellation and Termination), 9 (Disclaimer of Warranties), 10 (Limitation of Liability), 11 (Indemnification), 12 (Injunctive Relief), 13 (Confidentiality), 18 (Survival), 19 (Notices; Consent to electronic communication) and 20 (Governing Law and Dispute Resolution) shall survive any termination of our agreement with respect to use of the Developer Portal by You. Termination of such agreement shall not limit Your or Our liability for obligations accrued as of or prior to such termination or for any breach of these Terms.
19. NOTICES; CONSENT TO ELECTRONIC COMMUNICATIONS
You agree that we may send You communications or data regarding Your Account and the Developer Portal, including but not limited to: (a) notices about Your use of the Developer Portal, including any notices concerning violations of use; (b) updates; and (c) any other issues related to Your Account, via electronic mail.
All notices to be provided by Us to You under these Terms may be delivered in writing (i) by nationally recognized overnight delivery service (“Courier”) or US mail to the contact mailing address provided by You; or (ii) electronic mail to the electronic mail address provided for Your Account.
Our address for a notice to us in writing by Courier or US Mail is: Freshworks Inc., Attn: Chief Executive Officer, 1250 Bayhill Drive, Suite 315, San Bruno, CA 94066 with a CC to email@example.com by electronic mail. All notices shall be deemed to have been given immediately upon delivery by electronic mail, or if otherwise delivered upon receipt or, if earlier, two (2) business days after being deposited in the mail or with a Courier as permitted above.
20. GOVERNING LAW AND DISPUTE RESOLUTION
20.1 These Terms shall be governed by the laws of the State of California without regard to conflict of laws principles. You hereby expressly agree to submit to the exclusive personal jurisdiction of the federal and state courts of the State of California, San Francisco County, for the purpose of resolving any dispute relating to the Terms or access to or use of the Developer Portal by You.
20.2 Any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of these Terms to arbitrate, shall be determined by arbitration in San Francisco, California before three arbitrators. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those Rules. Judgment on the Award may be entered in any court having jurisdiction. Any arbitration under these terms shall take place on an individual basis. Class action and class arbitrations are not permitted. You understand that by agreeing to these Terms, You waive Your right to participate in class actions. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
You agree that We may identify You as Our Developer on Our Websites and/or marketing collateral and use Your logo for that purpose, unless you have notified us otherwise by an e-mail to: firstname.lastname@example.org.
When used in these Terms with the initial letters capitalized, in addition to terms defined elsewhere in these Terms, the following terms have the following meanings:
Account: means any Developer Portal accounts or instances created by or on behalf of You for access and use of the Developer Portal.
API: means the application programming interfaces developed, enabled and made available by Us that permits a user to access certain functionality provided by the Service(s)
App Marketplace: means an online marketplace for Apps that interoperate with applicable Service(s).
App: mean the software applications listed on the App Marketplace which are created, developed, licensed or owned by Developers. It also includes any updates, upgrades and other changes to such software applications and versions thereof. For clarity, the end user shall pay all fees associated with the Apps to Us who shall then pay the Developer a Revenue Share as described in these Terms.
Confidential Information: means all information disclosed by You to Us or by Us to You which is in tangible form and labeled “confidential” (or with a similar legend) or which a reasonable person would understand to be confidential given the nature of the information and circumstances of disclosure. For purposes of these Terms, Your Data shall be deemed Confidential Information. Notwithstanding the foregoing, Confidential Information shall not include information that (a) was already known to the receiving party at the time of disclosure by the disclosing party; (b) was or is obtained by the receiving party by a third party not known by the receiving party to be under an obligation of confidentiality with respect to such information; (c) is or becomes generally available to the public other than by violation of these Terms; or (d) was or is independently developed by the receiving party without use of the disclosing party’s Confidential Information.
Custom Apps: means an application developed specifically by You for Our customer where such application is not listed in the App Marketplace.
Developer Portal: means a portal through which a Developer may distribute or publish Apps which may be published on the App Marketplace or any other online forum.
Documentation: means any written or electronic documentation, images, video, text or sounds specifying the functionalities of the Service(s) provided or made available by Our to You or Your users through the Service(s) or otherwise.
Form: means any service order form referencing these Terms and executed or approved by You and Us with respect to Custom Apps.
Group Companies: means Freshworks Inc. together with its Affiliates.
Service(s): mean and include Freshdesk, Freshservice, Hotline, Freshsales, Freshchat, Freshteam and Glowboard, including individually and collectively, Software, the API and any Documentation. Our customers may subscribe to one or more of the Service(s). They may be subject to separate and distinct Service Plans.
Software: means software provided by Us (either by download or access through the internet) that allows You to use any functionality in connection with the Service(s) and includes an App.
Us: means Freshworks, Inc., a Delaware corporation, or any of its successors or assignees. In these Terms, Us may also be referred to as “We”, and “Our”.
Websites: means https://developers.freshdesk.com and other websites that Freshworks operates.
Your Data: means all electronic data, text, messages or other materials submitted to the Developer Portal or the Service(s) by You through Your Account or the App users in connection with the use of the Service(s), including, without limitation, Personal Data.
Effective date - 20th August, 2019