Developer Terms of Use

These NEAR API Terms of Service (the “Terms”) are a binding legal agreement between you and Lifi Labs Inc. doing business as NEAR (“NEAR” “us,” “our,” or “we”), regarding your use of the NEAR API Service, the NEAR Code, and Licensed API Content and your connection to the NEAR Products using an Application or Hardware (capitalized terms are defined below).  Please read these Terms carefully.  We may change these Terms on a going-forward basis at any time.  In the event that a change to these Terms materially modifies your rights or obligations, we will notify you via email.  Material modifications are effective upon your use of the Services following notification of such modified Terms.  Immaterial modifications are effective upon publication.  For the avoidance of doubt, disputes arising under these Terms will be resolved in accordance with the Terms in effect at the time the dispute arose.  If you continue to access or use the NEAR API Service or connect to the NEAR Products through an Application or Hardware after NEAR modifies these Terms, you will be deemed to have consented to modified Terms as of the date of the modification (or notification in the case of material modifications).  If you do not agree to any provision of these Terms, you must not use the NEAR API Service, the NEAR Code, or any Licensed API Content or connect to the NEARProducts using an Application or Hardware.  BY USING THE NEAR API Service OR CHECKING THE BOX MARKED “I ACCEPT THESE API TERMS OF USE AND SERVICE,” YOU ARE AGREEING TO BE LEGALLY BOUND BY THESE TERMS.

1. DEFINITIONS 
  • 1.1. “Application means a software application developed by or for you that incorporates the NEAR API Service or makes use of the NEAR Code.
  • 1.2. “Effective Date means the date on which you accept these Terms.
  • 1.3. “End User means an end user of both the NEAR Products and the Application or Hardware that wishes to interacts with the NEAR Products using the Application or Hardware.
  • 1.4. “Hardware means a device developed by you or for you that includes software that incorporates the NEAR API Service or makes use of the NEAR Code.
  • 1.5. “NEAR API Service means (a) the use of the NEAR Protocols to communicate with the NEAR Products; and (b) the application programming interface(s) provided or made available by NEARto you with which these Terms or a link to these Terms is displayed.
  • 1.6. “NEAR Code means, collectively, the Redistributable Code and Sample Code.
  • 1.7. “NEAR Credentials means any NEAR API Service application identification code, application key, or other credentials provided to you by or on behalf of NEAR.
  • 1.8. “NEAR Content means any information, data, attributes, or other content obtained from the NEAR Products through the NEAR API Service.
  • 1.9. “NEAR Products means NEAR’s proprietary systems of smart lightbulbs, including specifications, controls, and all product-related information, compilations of data (as well as the underlying data) and documentation regarding NEAR’s designs, specifications, and protocols.
  • 1.10. “NEAR Protocols means a series of messaging instructions that are used to control and obtain the state of NEAR Products either locally via a local area network (LAN) or over the Internet using the Hypertext Transfer Protocol (HTTP).
  • 1.11. “Intellectual Property Rights means all worldwide rights in, arising out of, or associated with:  published and unpublished works of authorship, including compilations, databases, derivative works, maskworks, and software (including source code and object code), and all copyrights and all other rights corresponding thereto, including moral rights;  inventions and discoveries, including all United States and foreign patents, and all registrations and applications therefor and all reissues, divisionals, re-examinations, corrections, renewals, extensions, provisionals, continuations and continuations-in-part thereof;  trademarks, service marks, internet domain names, URLs, and other designations of origin, including all trademark and service mark registrations and applications therefor and all goodwill associated therewith throughout the world; and  trade secrets, know-how, and confidential or proprietary information, including algorithms, customer and supplier lists, formulas, know-how, methods, processes, programs, prototypes, systems, and techniques, including all trade secrets and other rights in know how; and  the right to sue for past, present, or future infringement of any of the foregoing.
  • 1.12. “Licensed API Content means any NEAR Content that is delivered to the Application or Hardware in response to a call on the NEAR API Service.
  • 1.13. “Redistributable Code means any software in object code format, such as a software development kit (SDK), provided or made available by NEAR to you under these Terms, if any.
  • 1.14. “Sample Code means any software in source code format provided or made available by NEAR to you under these Terms.
  • 1.15. “Service means, collectively, use of the NEAR API Service, the NEAR Code, and the Licensed API Content and the NEAR Products.
2. LICENSE GRANT AND RESTRICTIONS
    • 2.1. License Grant.  Subject to the terms and conditions of these Terms, NEAR hereby grants to you a limited, personal, non-exclusive, nonsublicenseable, and nontransferable license to:
      • a. permit your Applications or Hardware to make calls on the NEAR API Service;
      • b. use, reproduce, distribute, and publicly display Licensed API Content delivered to your Applications or Hardware via the NEAR API Service for the benefit of End Users;
      • c. solely to the extent NEAR provides you with NEAR Code:
        • (i) reproduce and internally modify the Sample Code solely as a component of the Application or Hardware;
        • (ii) reproduce the Redistributable Code solely as a component of the Application or Hardware; and
        • (iii) distribute the Sample Code and Redistributable Code
    • 2.2 License Restrictions.  The licenses granted to you in these Terms do not include any right to, and you will not:  use the NEAR API Service in any software other than your Applications or Hardware s; ;  aggregate any NEAR Content to create databases or other compilations of NEAR Content;  share any NEAR Credentials;  sell, lease, loan, provide, distribute, or otherwise transfer any portion of the NEAR API Service or any NEAR Content to any third party except for the limited right to distribute the Sample Code and Redistributable Code and use the Licensed API Content as expressly set forth in Section 2.1 for the benefit of End Users;  reverse engineer, disassemble, decompile, or otherwise attempt to gain access to the source code of the NEAR API Service or the NEAR Products except for the Sample Code and except to the extent permitted by applicable law (and, in which case, you are solely responsible for the products of any reverse engineering, disassembling, decompiling, or access to the source code); except to your employees and contractors who are required to use the NEAR API Service in order for you to develop the Application or Hardware for use with the NEAR Products and except for the limited right to distribute the Sample Code and Redistributable Code as expressly set forth in Section 2.1;  remove, alter, or cover any copyright notices or other proprietary rights notices placed or embedded on or in any part of the NEAR API Service or any NEAR Content;  use the NEAR API Service to create or develop any command set, application, or other application programming interface or software (including without limitation the Application or Hardware) that can be used with any service or product other than the NEAR Products;  create or develop any application or other software (including the Application or Hardware) that exposes or discloses the NEAR API Service to users of the Application or Hardware;  interfere with the normal operation of the NEAR API Service;  release or otherwise commercially distribute to third parties any Application or Hardware that is not fully compatible with the NEAR API Service;  disable or circumvent any security features of the NEAR Products; or  cause or permit any third party to do any of the foregoing.
    • 2.3. Application and Hardware Restrictions.  Your Applications and Hardware must not, directly or indirectly, do any of the following:  adversely impact or damage the NEAR Products belonging to End Users or any other individual;  adversely impact the operation of other applications or hardware using the NEAR API Service;  fail to correctly identify itself to the NEAR Products when requesting authorization;  attempt to modify the NEAR API Service or the NEAR Products in any way;  facilitate or promote illegal activity, including, any activity that is fraudulent, such as engaging in phishing or controlling NEAR Products that do not belong to the End User;  collect, use, or distribute any data regarding users of your Application or Hardware except as provided in a privacy policy of which you must make users aware and that complies with all applicable laws;  retain data regarding users of your Application or Hardware any longer than is reasonably necessary to provide your Application’s or Hardware’s functionality;   engage in spamming or other advertising or marketing activities that violate any applicable laws, regulations or generally-accepted advertising industry guidelines;  engage in any activity that is malicious or harmful to any person or entity, including an activity that may be libelous, defamatory, discriminatory or a nuisance to any individual; and  facilitate the access, storage, distribution, or other exploitation of any NEAR Content except as expressly permitted under these Terms, which includes making the NEAR Content available for download to Application or Hardware end users.
    • 2.4. Availability of the NEAR Products; Support. NEAR will use its commercially reasonable efforts to make the Services available at all times, other than:  periods of planned maintenance work conducted by NEAR (and NEAR will use commercially reasonable efforts to provide you advanced notice of such downtime);  performance issues caused by factors beyond NEAR’s control; or  performance issues that result from any of your actions or omissions.  
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