Zeplin Developer Terms

These Zeplin Developer Terms (“Developer Terms”) apply to any use of Zeplin, Inc.’s (“Zeplin”, “we” or “us”) Application Programming Interfaces (APIs), Software Development Kits (SDKs), and related documentation (collectively, “Developer Resources”). The term “you” or “your” means the person using the Developer Resources (whether an individual or entity). If you are an individual using the Developer Resources on behalf of a company (such as your employer) or other legal entity, then “you” or “your” means that entity and you represent and warrant that you have the authority to bind that entity to these Developer Terms.

Zeplin is in the business of providing certain Services (as defined in Section 1 below) and Zeplin is willing to permit Customer to access and use the Services, subject to the terms and conditions of this Agreement.

These Developer Terms do not grant you any right to access or use our online collaboration tools (the “Zeplin Services”), which are instead governed by a separate agreement with us (our agreement with you for Zeplin Enterprise or Zeplin Organization or, if we do not have one, our Terms of Service (available at https://zeplin.io/terms/) and our Privacy Policy (https://zeplin.io/privacy/), the “Agreement”). These Developer Terms supplement the Agreement with respect to use of Developer Resources and are subject to the terms of the Agreement, including the limitations of liability set forth in the Agreement. If and to the extent language in these Developer Terms conflicts with the Agreement, these Developer Terms will control.

Subject to your compliance with these Developer Terms, we grant you a non-exclusive, royalty-free, worldwide (except to the extent prohibited by applicable law), non-transferable (subject to the section titled “Assignment”, below), limited license to access the Developer Resources only as necessary to develop, test, and support an integration between your software, application, website, tool, service, or product (collectively, “Your Application(s)”) and the Zeplin Services as permitted in the associated documentation.

1. You will (i) not share any keys or credentials obtained for use of the Developer Resources (“Credentials”), except as where necessary to develop your application, (ii) keep any such Credentials and all login information secure and confidential, and (iii) use them as your sole means of accessing the Developer Resources. For Publicly Available Applications, at no time are any Keys or Credentials permitted to be shared with external users, even for development purposes.
2. Your Application will adhere to industry best practices on security and privacy. You represent and warrant that Your Application does not contain any security vulnerabilities and operates with the Developer Resources in a secure manner.

You acknowledge and agree that:

1. Zeplin may conduct security testing on Your Application, including, at Zeplin’s option and in Zeplin’s sole discretion, penetration testing and submission to bug bounty programs. Zeplin also reserves a right to audit Your Application to ensure it does not violate law or our terms or policies. You agree that you will cooperate with inquiries related to such an audit and provide us with proof that Your Application complies with law and our terms and policies.
2. Zeplin may update or change the Developer Resources in its sole discretion. Zeplin will use commercially reasonable efforts to ensure that changes to the APIs and SDKs are backward compatible, but reserves the right to change related documentation in any way. In the event that Zeplin decides to depreciate any Developer Resources, Zeplin will use commercially reasonable efforts to provide you with advanced notice. You acknowledge that changes to the Developer Resources may require you to download new or different copies of the Developer Resources, and you agree to update to the latest version of the Developer Resources promptly after any update.
3. Zeplin may suspend or terminate your and/or Your Application’s access to the Developer Resources at any time and for any reason. In the event that you are a Zeplin Organization or Zeplin Enterprise customer, Zeplin will only suspend or terminate Your Applications that are private if Zeplin has a good faith belief that you have violated these Developer Terms.
4. Either party may terminate these Developer Terms upon written notice to the other. Upon termination, you will delete all Developer Resources and any data about or from users of the Zeplin Services and you will cease any use of our marks.
5. Zeplin may have or develop products or features that may be competitive with Your Application. You agree that nothing will serve to impair Zeplin’s right to develop, make, use, procure, or market such products or features now or in the future or will require Zeplin to compensate you in any way related to Your Application.

TO THE EXTENT LEGALLY POSSIBLE, THE DEVELOPER RESOURCES ARE MADE AVAILABLE AS-IS AND AS-AVAILABLE, AND ZEPLIN MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND CONCERNING THE DEVELOPER RESOURCES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHER. THIS INCLUDES, WITHOUT LIMITATION, WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ABSENCE OF LATENT OR OTHER DEFECTS, ACCURACY, OR THE PRESENCE OR ABSENCE OF ERRORS, WHETHER OR NOT KNOWN OR DISCOVERABLE. WHERE DISCLAIMERS OF WARRANTIES ARE NOT ALLOWED UNDER APPLICABLE LAW IN FULL OR IN PART, THIS DISCLAIMER MAY NOT APPLY TO YOU; HOWEVER, THE DISCLAIMER OF WARRANTIES PROVIDED ABOVE WILL BE INTERPRETED IN A MANNER THAT, TO THE EXTENT POSSIBLE, MOST CLOSELY APPROXIMATES AN ABSOLUTE DISCLAIMER AND WAIVER OF ALL LIABILITY.

You will indemnify and hold harmless Zeplin and its officers, directors, employees, and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your access to or use of the Developer Resources; (ii) your Applications; or (iii) your violation of these Developer Terms or your user agreement or privacy policy.

If Your Application is made available to users outside your organization, then the following additional restrictions and requirements apply:

1. Once Your Application has been made available, you may not materially change the purpose or nature of Your Application. You may always choose to create a new application or integration or take down an existing application or integration.
2. If Your Application processes Application Data, you must maintain a publicly available privacy policy covering such activities that satisfies applicable legal standards and covers how you collect, use, store and share data in clear, understandable and accurate terms. You must process such data solely in accordance with applicable laws, your terms with your users, and your privacy policy. “Application Data” means content and data collected through or used by Your Application, including information about end users or others with whom they interact through the Zeplin Services, or any information relating to an identifiable natural person or otherwise governed by privacy laws.
3. You and Your Application will employ technical, administrative, and physical safeguards that: (i) comply with applicable laws and regulations, including privacy laws; and (ii) protect the confidentiality, integrity, and availability of Application Data, including Application Data that relates to any identifiable natural person and other information governed by privacy laws.
4. You must notify us promptly upon becoming aware of a Security Incident. You will preserve evidence regarding the Security Incident, and provide us with information we request regarding the Security Incident. You agree to take such actions, at your expense, as Zeplin may reasonably request to respond to, investigate, and mitigate adverse effects of any Security Incident. Before you communicate with the public (e.g., via press release, blogs, or social media) or any third party (other than your Representatives) about a Security Incident, you will consult with Zeplin regarding such communication, provided doing so does not unreasonably interfere with your investigation or remediation of the Security Incident or your compliance with your legal obligations. For purposes of this section, “Security Incident” means the accidental, unlawful, or unauthorized access to, use, disclosure, alteration, loss, or destruction of (i) the Developer Resources; (ii) Application Data; and/or (iii) Your Application.

1. Beta Services: Any products or features clearly identified as Alpha or Beta version (collectively “Beta Services”) made available by Zeplin are provided to you for testing purposes only, and Zeplin does not make any commitment to provide Beta Services. You are not obligated to use Beta Services. Zeplin may immediately and without notice remove Beta Services for any reason without liability to you. Notwithstanding anything to the contrary in these Developer Terms, all Beta Services are provided “AS IS” without warranty of any kind and without any fit-for-purpose or performance obligations.
2. Fees: Zeplin reserves the right to change the fees it charges for access to or use of the Developer Resources on thirty days’ written notice (including by updating its website).
3. Export Restrictions: You represent and warrant that you are not located in, under the control of, or a national or resident of any country on the United States Commerce Department’s Table of Denial Orders. In connection with these Developer Terms, you will comply with all applicable import, re-import, sanctions, anti-boycott, export, and re-export control laws and regulations, including all such laws and regulations that apply to a U.S. company.