Posted: May 31, 2019
Welcome to the Guru Developer Network! This Guru Developer Agreement ("Agreement") enables the development, testing, demonstration and limited deployment of Guru API developed integrations designed to interoperate with a designated Guru Service account.
By clicking a box indicating your agreement as part of an online process or by using the APIs and other technology made available by Guru under this Guru Developer Agreement (the "Agreement"), , the terms and conditions contained in this Agreement form a binding contract between you (the "Developer", as defined below) and Guru Technologies, Inc. ("Guru") with respect to: (a) the development of integrations to Developer Applications through the use of Guru APIs and/or through the use of Guru Documentation; and (b) the use of a Developer Edition of the Guru Service to test the interoperability of the Developer Applications therewith. You represent that you have the authority to bind the Developer to the terms of this Agreement and that you and Developer will comply with the terms and conditions hereof. All rights and privileges granted under this Agreement are contingent upon Developer's agreement to, and compliance with, the terms and conditions hereof.
In accordance with the terms and conditions above, this Agreement enables Developer to gain access to the APIs, Documentation and DEGS(s) to develop Developer Applications, conduct non-production testing of the interoperability of such Developer Applications with the associated Guru Application(s), and conduct limited, non-production demonstrations of such Developer Applications to prospective customers. In addition, subject to the terms and conditions of this Agreement, Guru grants Developer a non-exclusive, non-transferable, limited right to deploy (i.e., grant rights to use) Developer Applications, along with integrations to the Guru Service which are developed hereunder, for use by Developer's customers from a Developer-controlled (and non-Guru) production environment at fees (or at no charge) to be determined by Developer. For clarity, and notwithstanding anything to the contrary above, Developer may not deploy or advertise any Developer Application or its integration to the Guru Service from or within any marketplace, app store or similar platform (including, by way of example and not limitation, the Salesforce AppExchange, the Microsoft AppSource or similar platform/store created by Developer) without first seeking and obtaining Guru's prior written consent in each instance (which consent may be provided, withheld or conditioned in the sole discretion of Guru). Notwithstanding the above, Developer is not authorized under this Agreement to, and warrants that it shall not use the DEGS or Documentation in any manner other than for: (a) its internal, non-production development and testing of integration of Developer Applications with the Guru Service; and; (b) the non-production demonstration of Developer Applications to prospective customers for the limited time period authorized under Section 3 above. For clarity, in no event may Developer use the DEGS for any production (i.e., "live") use for itself or any customer or other party. Developer acknowledges that its expenditure of time and money in developing integrations to Developer Applications is at its own risk and Guru makes no guarantees with regard to the availability of Guru Applications.
Guru owns all Guru Services, APIs, Sample Code and Documentation, any other materials or technology made available to Developer, and all derivative works of any of the above. Developer owns the Developer Applications. Developer acknowledges and agrees that: (i) other developers and third parties, and Guru, may utilize the APIs and Documentation to develop and make available applications and integrations which are similar to or compete with the Developer Applications and integrations; and (ii) Guru and other third parties may develop and make available applications and integrations that are similar to or otherwise compete with, the Developer's integrations developed hereunder and the Developer Applications.
If Developer provides any suggestions or feedback (collectively, "Feedback") regarding the DEGS, the APIs, the Documentation, the Guru Service or any other intellectual property of Guru, Guru shall own such feedback without compensation to Developer and Developer hereby assigns such Feedback to Guru.
Developer shall, indemnify, defend and hold Guru (and all of its officers, employees, agents and Clients; collectively, the "Indemnified Parties") harmless and from any and all damages, losses, judgments, liabilities, costs and expenses (including reasonable attorneys' fees; collectively, "Damages") arising out of or relating to:
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL GURU OR ITS LICENSORS BE LIABLE, EVEN IF WE WERE ADVISED IN ADVANCE OF THE POSSIBILITY, FOR: (A) ANY LOSS OF BUSINESS, CONTRACTS, PROFITS, ANTICIPATED SAVINGS, GOODWILL OR REVENUE; (B) ANY LOSS OR CORRUPTION OF DATA, OR (C) ANY INCIDENTAL, INDIRECT OR CONSEQUENTIAL LOSSES OR DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES). IN NO EVENT SHALL GURU AND OUR LICENSORS' CUMULATIVE AND AGGREGATE LIABILITY FOR ALL CLAIMS ARISING FROM OR RELATING TO THE AGREEMENT, REGARDLESS OF THE NATURE OF THE CLAIM, EXCEED ONE HUNDRED DOLLARS ($100). FOR CLARITY, MULTIPLE CLAIMS OR LIABILITY EVENTS SHALL NOT INCREASE THIS CAP. THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THE AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE OR HAVE FAILED OF THEIR ESSENTIAL PURPOSE.
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