TANGOME, INC. SDK GUIDELINES AND POLICIES Tango provides ...

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Dec 10, 2013 (3 years and 6 months ago)

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TANGOME, INC.

SDK GUIDELINES AND POLICIES


Tango provides the Tango App
and Services
to its
members

in order to
give them unique and
meaningful ways to interact with the people in their life.


Key
Developer
Principles
:




Enhance the user experience
.



Encourage authentic, meaningful interactions among
members
.



Provide
social and engaging applications
.



Enable
members

to share relevant and expressive content
.



Respect
members

privacy, choice and control
.



Do not spam, mislead, confuse, defraud

or surprise
members
.



TANGOME, INC.

SDK
TERMS
AND CONDITIONS

These terms and conditions
is a legal agreement
(the “
Agreement
”) between
TangoM
e
, Inc. dba
Tango (“
Tango
”)
and the [undersigned party] (“
Developer
” or “
you
”)
regarding
your

use of the
Tango
Software Development Kit
which may be
provided to
you

by Tango

(the

SDK

).

You
agree

to
abide by

the provisions of this Agreement and all
additional guidelines, policies and
future modifications hereof

provided by Tango
. If at any time you do not agree
with any of the
provisions

of this Agreement, you must immediately terminate your use of the SDK.

1.









The
Tango App and Tango Platform
.

Tango provides a software app program (the

Software
” or the “
Tango App
”) that is downloaded by users from an on
line application store
(such as the Apple App Store or
Google Play Store
) to a mobi
le device or personal computer
in
order to use the services enabled by the Software (
not including any Developer App
s
,
the

Services
”). The
SDK (also referred to herein as
the

Tango Platform

)

is a set of application
programming interfaces (API) and tools provided by Tango to certain third party developers (as
selected by Tango in its sole discretion) to enable such developers to
include

additional features
and functionalit
y in their

games and other applications
which make
use of certain capabilities
made available to them by Tango

(each

such game or other application
, a “
Developer App
”).


2.

Features and Functionality
.

Y
ou agree:



a.

to use the SDK
only

for the purpose of
connecting

your

Developer App
with

the
Tango
Platform and making use of the
capabilities

made available to you through the Tango
Platform;


b.

not to violate any
law or the rights of any individual or entity, and not to expose
Tango or

its
users to any harm or legal liability as determined by Tango in its sole discretion,
including without limitation, not to infringe, violate or misappropriate any third
-
party right (
such
as
any copyright, trademark, patent, trade secret, moral right, pr
ivacy right, right of publicity, or
any other intellectual property or proprietary right
);

c.

not to

slander, defame, libel, or invade the right of privacy, publicity or other
property rights of any other person
;

d.

not to use your servers
, systems

or other infrastructure
to take
actions
that could
mislead others into believing such actions were
taken by users in
the Developer App
;

e.

not
to

circumvent Tango intended limitations on Tango features and functionality,
and not enable or encourage users to violate the terms of the Tango App Terms of Use

(
which
can be found at

http://www.tango.me/te
rms
-
of
-
use
)
;

f.

without Tango’s prior permission,
not to use any aspect of the Tango Platform to
promote, or to export user data to, a product or service that
(i) is outside

the Tango Platform
or
(ii)
replicates any
of the
Service
s
;

and

g
.

not to use or m
ake derivative use of Tango icons or
logos without
Tango’s
prior
permission
.

3
.

Data.

You

agree:


a.

not to request any data
through

the
SDK, and not

to
use

any

data you receive
through
your
use of the SDK
, for any purpose other than

to improve
the

user experience
in your
Developer App
;


b
.

(i) to respect the privacy of Tango users and not act in contravention of the terms
of Tango’s Privacy Policy
(
which can be found at
http://www.tango.me/privacy
-
policy
)
; (ii)
to
provide a privacy policy that tells users what user data you are going to use
in connection with
the Developer App

and how you will use, display, share, or transfer that data;
(iii)
to include
your privacy policy URL in the
user interface

of your
Developer App
;

and
(iv)
to include a link
to your Developer App's privacy policy in any online application store that provides the
functionality to do so;



c
.

f
or all data obtained through use of the Tango Platform,
to
obtain explicit consent
fr
om the user who provided the data to us before using it for any purpose other than displaying it
back to the user
in

your Developer App
;


d
.

not to
(i)
sell data obtained from us

to anyone, and (ii) share data obtained from us
to anyone

in a manner
that
c
ould be personally identifiable

or that would otherwise violate
Tango’s Privacy Policy
;



e
.

to
delete all data concerning each Tango user if (i) such user requests that you do
so, (ii) you stop using
the Tango
Platform
,

(iii)

we disable your
Developer App, or
(iv)
we
request

you to do so;


f
.

not to use
a user’s contact list outside of your Developer App
,

however you may
use connections between users who have both connected to your Developer App

in order to
enhance their use of your Developer

App
;

and



g
.

not to
give your secret key
or

access tokens to another party and that you are
responsible
and liable
for all activities that occur under your account identifiers.

5.


License Grant
; Subcontractors
.

Subject to compliance with the terms and

conditions
set out in this
Agreement
, Tango grants you
(including
through sub
contractors)
a personal,
limited, non
-
exclusive, non
-
sublicensable, non
-
assignable, revocable license
during the term of
this Agreement
to download, install and use the
SDK
, in o
bject code format

for the sole purpose
of
enabling users to use your
Developer App(s
)
.

You retain
responsibility for your
subcontractors and will indemnify
Tango
against any liability
or damages arising from
acts or
omissions of your subcontractors

to
the

same extent if you had taken such acts or omissions.

6
.









Ownership.

The
SDK is

protected by copyright laws and international copyright treaties,
as well as other intellectual property laws and treaties.


The
SDK includes

trade secrets and
informat
ion that is confidential and proprietary to Tango
. You

agree to take all necessary actions
to protect the confidentiality of
the SDK and
such information

and not to disclose any such items
to any third party (other than your subcontractors who have a bona

fide need to know such
information to further your use of the SDK as permitted herein)
.


All ownership rights in the

SDK
,
data you receive through your use of the SDK, and

any related documentation and any new
releases, modifications, and enhancements the
reto belong solely to Tango and its licensors, if any,
including all intellectual property rights therein.

The
SDK is

licensed, not sold.

Title does not
pass to you.

There is no implied license, right or interest granted in any copyright, patent, trade
secret, trademark, invention or other intellectual property right.


TANGO HEREBY
EXPRESSLY RESERVES A
LL RIGHTS WHICH ARE
NOT EXPRESSLY GRANTE
D TO
YOU HEREUNDER.

7
.









Restrictions.

You only obtain a license to use the object code version of the S
DK
.


You
shall not
and shall not permit any
other
person to:
(i) modify, adapt, translate, distribute

(except
as expressly permitted herein)
, or create derivative works based on the
SDK,
Software or any of
the Services; (ii) sublicense, sublease, lease, lend,
assign, sell, license, rent, export, re
-
export or
grant other rights in the
SDK

and any attempt by you to take such action shall be void; (iii)
decompile, disassemble, reverse engineer, or attempt to reconstruct, identify, or discover any
source code, unde
rlying ideas, underlying user interface techniques, or algorithms of the
Software
, SDK

or any of the Services by any means whatsoever; (iv) remove, obscure or alter
any copyright and/or other proprietary notices contained on or in or otherwise connected to

the
Software
, SDK

or any of the Services; or (v) circumvent any copy protection or other digital
rights management mechanism.


8
.







Additional Restrictions.



a
.

You further

agree

that you
will

not (i) use the
SDK

for any illegal or unauthorized
purpose, (ii) use the
SDK

in any manner which could damage, disable, overburden or impair
the
SDK, Software or
any of the Services, (iii) transmit worms, viruses or any code of a destructive
nature, (iv) display, transmit o
r share any content consisting of text, sounds, audio, pictures,
photos, video
,
images,
animations, games
and/or any type of materials, information or
communications (“
Content
”) deemed hateful, threatening, pornographic, obscene, abusive,
racially or ethni
cally offensive, libelous or defamatory, or any Content that encourages conduct
that would be considered a criminal offense or bring forth civil liability,
or
(v) attempt to hack,
destabilize or adapt Tango’s website, the
SDK (or its source code), the
Soft
ware (or its source
code) or any of the Services, or alter another website
or application
so as to falsely imply that it
is affiliated with Tango.

b.

You will not use any open source code or similar software that may require Tango
to: (i) make publicly av
ailable
, license or offer to license

any modifications; (ii) license
any
intellectual property to any third p
arty; or (i
ii
) include attribution, act as a reference for or
otherwise provide m
arketing support for or to any third party.

c.

You agree not to us
e or launch any automated system, including without
limitation, "robots," "spiders," "offline readers," etc. or "load testers" such as wget, apache bench,
mswebstress, httpload, blitz, Xcode Automator, Android Monkey, etc., that accesses the Service
in a m
anner that
, or enables a Developer App to,

sends more messages to the
Tango
servers in a
given period of time than a human can reasonably produce in the same period by using the
messaging features of the Services

or Developer App
, and you are forbidden fro
m ripping the
content unless specifically allowed. While we don't disallow the use of sniffers such as Ethereal,
tcpdump or HTTPWatch in general, we do disallow any efforts to reverse
-
engineer
the Tango
Platform,
our system, our protocols, or explore outs
ide the boundaries of the normal requests
made by
the Service
s
. We have to disallow using request modification tools such as fiddler or
whisker, or the like or any other such tools activities that are meant to explore or harm, penetrate
or test the
Tango P
latform, Service or web
site. You must secure our permission before you
measure, test, health check or otherwise monitor any network equipment, servers or assets hosted
on our domain. You agree not to collect or harvest any personally identifiable informati
on,
including phone number, from the
Tango Platform or
Service, nor to use the communication
systems provided by the
Tango Platform or
Service
s

for any solicitation or spam purposes. You
agree not to spam, or solicit for any commercial purposes, any users
of the Service
s
.

9
.









Content.



a.

You acknowledge and agree that you are solely responsible for any Content
in
, or
that
you
display,
transmit or
share

through
,

your Developer App
, including
advertisements

and

any
other
Content hosted, streamed or otherwise delivered to users by third parties.
W
ith respect
to user
-
generated Content, you will
direct
users
of your Developer App to comply with
standards
of conduct no less than those requirements set forth in Tango’s Terms o
f Use
.


As between you
and Tango, you are solely responsible for any user
-
generated Content displayed
, transmitted or
shared

through your Developer App.
Tango is not responsible for any Content and you agree to
make it clear to users that Content is not pr
ovided by Tango.

b.

You agree to pay for all royalties, fees, and any other monies owing any person
by reason of any of your Content.


In addition, you represent and warrant that
, in connection with
your Developer App
:


(a) you are the creator and owner
of or have the necessary rights to
use,
display,
transmit
and

share

the Content

you
display,
transmit or
share
; and (b) the Content you
display,
transmit or
share

does not and will not:


(i) infringe, violate, or misappropriate any third
-
party right, inclu
ding any copyright, trademark, patent, trade secret, moral right, privacy right,
right of publicity, or any other intellectual property or proprietary right, or (ii) slander, defame,
libel, or invade the right of privacy, publicity or other property rights

of any other person.



c.

You
will
use commercially reasonable geo
-
filtering technology to block access to
your
C
ontent in countries where you are unauthorized to deliver such Content, or where delivery
of such Content would otherwise infringe the rights

of a third party.

d.

You acknowledge and agree that you are responsible for providing users with a
quality experience and that you will not confuse, defraud, mislead, spam or surprise users. You
will avoid excessive advertisements or bugs, and ensure
the description of your Developer App
is consistent with
the performance of
your Developer A
pp and C
ontent.

You will abide by the
terms of use, privacy policy and other terms as required by the relevant online application stores.


10
.






New Versions of the
SDK
.


Tango
, in its sole discretion, reserves the right to add
additional features or functions, or to modify or provide programming fixes, updates and
upgrades, to the
SDK
.


Tango has no obligation to make available to you any
modifications,
updates, support, maintenance or subsequent versions of the
SDK
.

However, if Tango makes
available to you any such modifications, updates or subsequent versions of the
SDK
,

you will
promptly integrate
such modifications, updates or subseque
nt versions

to
your Developer Apps
.
You may h
ave to agree to a renewed version of
this Agreement in the event you want to
download, install or use any modifications, updates or new versions of the SDK.



11.







Economics; Related Terms
.

You agree to t
he financial and other terms set forth in
Schedule A

hereto.

1
2
.



Termination.


Without limiting any other remedies, Tango may
in its sole discretion
limit, suspend, discontinue or terminate this
Agreement
and/or your
right to
use of all or any part
of the
SDK and/or your access to
any other capabilities made available to you by

Tango
, with or
without notice, including without limitation if Tango believes that you are (i) in breach of any of
the terms of this
Agreement
, (ii) inf
ringing a third party’s intellectual property rights, or (
iii
)
engaging
or encouraging others to engage

in fraudulent, immoral or illegal activities.


You agree
that Tango is under no obligation to provide the S
DK
, and that no Tango Party
(as defined below
)
shall be liable to you or to any other party for any limitation, suspension, discontinuance,
termination or modification of the
SDK

or your access to other capabilities made available to
you by Tango
.

1
3
.






Indemnification.


You agree to indemnify,

defend and hold harmless Tango and its
officers, directors, employees, contractors
, licensors

and agents (including Tango, the “
Tango
Parties
”) from and against any and all claims, actions, liabilities, damages and costs, including
reasonable attorneys’ f
ees, in connection with or arising from (i) your alleged infringement or
other violation of the rights of a third party,
or
(
ii
) any Con
tent in
,

or displayed, transmitted or
shared by, your Developer App
.
You agree not to settle any
such
matter without th
e prior
written consent of Tango
, such consent not to be unreasonably withheld
.


1
4
.






Assignment.


You are not allowed to assign
or transfer
this
Agreement
or any rights or
obligations hereunder

(whether by merger, consolidation, sale of assets, stock sale or otherwise)

without Tango’s prior written consent
.


15
.

No Warranty.

The S
DK and Tango Platform
are provided to you “AS IS” and “AS
AVAILABLE” with no warranties.


Tango hereby disclaim
s

all

warranties, terms, or conditions,
express or implied, either in fact or by operation of law, statutory or otherwise.


YOUR ONLY
RIGHT OR REMEDY WITH RESPECT TO ANY PROBLEMS OR DISSATISFACTION
WITH THE
SDK
IS TO IMMEDIATELY CEASE USE OF THE
SDK
. You furthe
r
acknowledge that Tango ha
s

no obligation whatsoever to furnish any maintenance or support
services with respect to the
SDK
.


16
.







LIMITATION OF LIABILITY.

IN NO EVENT SHALL TANGO
HAVE ANY
LIABILITY
, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIG
ENCE), OR
ANY OTHER LEGAL THEORY, FOR ANY LOSSES, LIABILITIES, CLAIMS OR
DAMAGES OF ANY KIND, WHETHER DIRECT, INDIRECT, INCIDENTAL,
CONSEQUENTIAL, SPECIAL OR PUNITIVE, OR FOR LOSS OF REVENUE OR PROFITS,
LOSS OF BUSINESS, OR ANY OTHER DAMAGES, ARISING OUT O
F OR IN
CONNECTION WITH THE
SDK

OR

THIS
AGREEMENT
,

EVEN IF TANGO HAS BEEN
ADVISED OF THE POSSIBILITY THEREOF
.





17
.






CLAIMS.


YOU AND TANGO AGREE THAT ANY CAUSE OF ACTION ARISING
OUT OF OR RELATED TO
THE SDK
MUST COMMENCE WITHIN ONE (1) YEAR
AFTER T
HE CAUSE OF ACTION ACCRUES.


OTHERWISE, SUCH CAUSE OF ACTION
IS PERMANENTLY BARRED.



18
.






BASIS OF THE BARGAIN
.


YOU ACKNOWLEDGE AND AGREE THAT TANGO
HAS OFFERED ITS
SDK,
AND SET ITS PRICES
,

IN RELIANCE UPON THE WARRANTY
DISCLAIMERS AND THE LIMITATIO
NS OF LIABILITY SET FORTH HEREIN, THAT
THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH
HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN
YOU AND TANGO, AND THAT THE WARRANTY DISCLAIMERS AND THE
LIMITATIONS OF LIABILITY SET

FORTH HEREIN FORM AN ESSENTIAL BASIS OF
THE BARGAIN BETWEEN YOU AND TANGO
.

19
.

Export
; Restricted Rights
.


Developer

shall not export the SDK in violation of US
Department of Commerce regulations or other regulations or statutes. The SDK and other
softwar
e provided under this Agreement is commercial computer software developed exclusively
at private expense, and in all respects are proprietary data belonging solely to Tango. Use,
duplication or disclosure by the U.S. Government or a U.S. Government subcont
ractor is subject
to the restrictions set forth in this Agreement pursuant to DFARS 227.7202
-
3(a) or as set forth in
subparagraphs (c)(1) and (2) of the Commercial Computer Software
-

Restricted Rights clause at
FAR 52.227
-
19, as applicable. Contractor/man
ufacturer is TangoMe, Inc.
.


2
0
.






GENERAL.

2
0
.1





Notices
.


Tango may provide you with notices by email, or postings on the Tango
website at [http://tango.me/developer.


Notice will be deemed
given
upon the earlier of
twenty
-
four
(24) hours after
email is sent (unless Tango is no
tified that the

email address is invalid
) or
ten (10) days following the initial posting.



2
0
.2





Amendments
.


Tango reserves the right to amend
the SDK Guidelines and Policies
any
time by publishing
such

revised
guideli
nes and policies

on the Tango website or by otherwise
providing notice of such amendment pursuant to the notice provisions above.


This Agreement
may only be amended with the written consent of you and Tango.


2
0
.
3





Entire Agreement
; Survival
.


This
A
greement
(including any schedules or exhibits
hereto)
represents the complete agreement concerning the matters covered and, except as set
forth under Amendments above, may be amended only by a writing executed by both parties.


If
any provision of this
Agr
eement
is held to be unenforceable, such provision shall be modified
only to the extent necessary to make it enforceable and shall not affect the enforceability or
validity of the remaining provisions, which shall remain in full force
and effect.

Develope
r’s
obligations under any provisions

of this Agreement
which expressly or
by
their

nature

survive
s

termination of this Agreement, including but not limited
to
Sections 6
-
8
, 11, 13
,

15
-
20

and
payment obligations (including audit rights),

will
survive
.


2
0
.
4





Waiver
.


The failure of Tango to exercise or enforce any right or provision of this
Agreement
will not constitute a waiver of such right or provision.


Any waiver of any provision
of this
Agreement
will be effective only if in writing and signed by Ta
ngo.


2
0
.
5





Headings.


The heading references herein are for convenience purposes only, do not
constitute a part of this
Agreement
, and will not be deemed to limit or affect any of the
provisions hereof.


2
0
.
6





Governing Law and Venue.


This
Agreemen
t is
governed by the laws of the State of
California as such laws are applied to agreements entered into and to be performed entirely
within California between California residents, and by the laws of the United States.


The United
Nations Convention on Co
ntracts for the International Sale of Goods (1980) is hereby excluded
in its entirety from application to this
Agreement
.


You agree that the state and federal courts
located in Santa Clara County, California shall have exclusive jurisdiction and venue ove
r all
controversies and disputes in connection herewith, including but not limited to any controversies
or disputes arising from or related to the
SDK,
Content or this
Agreement
.


You agree not to
commence or prosecute any action against any Tango Party ot
her than in the state and federal
courts located in Santa Clara County, California, and you hereby consent to, and waive all
defenses of lack of personal jurisdiction and forum non convenience with respect to, venue and
jurisdiction in such state and feder
al courts.


2
0
.
7





Injunctive Relief.


You acknowledge that the obligations made hereunder to Tango are
of a unique and irreplaceable nature, the loss of which shall irreparably harm Tango and which
cannot be replaced by monetary damages alone so that Ta
ngo shall be entitled to injunctive or
other equitable relief (without the obligations of posting any bond or surety) in the event of any
breach or anticipatory breach by you.


You irrevocably waive all rights to seek injunctive or
other equitable relief.



IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
later
date written below
.


TangoMe, Inc.





[Developer]



By:________________________



By:________________________

Name:







Name:

Title:







Title:

Date:







Date: