Effective date: 10/01/2024
The following Exchange Terms of Service (the “Terms of Service” or “Agreement”) set forth your obligations when using the NorthAB, LLC d/b/a North (“North”) Exchange website available at https://www.exchange.north.com. This Website (“Exchange” or “Site”) is owned by North, and is accessed by you under the terms described below. These Terms of Service, together with any documents or terms they expressly incorporate by reference govern your access to and use of the Exchange, including any content, functionality, and services offered on or through this Website, whether as a guest or a Registered User.
1.1 “Account” or “Exchange Account” means the Exchange Account for which you registered and were approved by North.
1.2 “Affiliate” means any entity that controls, is controlled by, or is under common control with, in each case either directly or indirectly, either North or you, respectively.
1.3 “Agreement” means and incorporates these Terms of Service, our Privacy Policy, the Software License and all rights and obligations to which you or North are subject as set forth herein.
1.4 “App” means the software package, program, or other interface that performs a specific function for a user, and which a Developer develops, owns and/or operates.
1.5 “Developer” means a developer that has been approved for a developer account in North's Developer Portal.
1.6 “Developer Portal” means the North hosted platform that allows application developers to interface with North API's, SDK's or other interactive tools.
1.7 “Exchange” means this website, which includes North, its Affiliates and external third-party content, made available to you after successful registration and setting up of your Account.
1.8 “Registered User” means any owner of an Exchange Account or Developer Account.
1.9 “Services” means all products, services, and materials located on or accessible through the website.
1.10 “Third-Party Products” means any third-party information, website, product, service, or materials referenced in, accessible through, or provided in connection with, this website or Services.
PLEASE READ THESE TERMS OF USE BEFORE USING THE SERVICES. BY ACCESSING THE SITE OR ANY CONTENT ON THE SITE, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS, THEN YOU MAY NOT REGISTER FOR ACCESS TO THE SITE OR USE THE CONTENT OR ANY SERVICES IN THE SITE. NORTH'S ACCEPTANCE IS EXPRESSLY CONDITIONED UPON YOUR ASSENT TO ALL OF THESE TERMS AND CONDITIONS, TO THE EXCLUSION OF ALL OTHER TERMS; IF THESE TERMS AND CONDITIONS ARE CONSIDERED AN OFFER BY North, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.
We may, at our sole discretion, revise, modify, replace or update (“Change”) these Terms of Service from time to time in our sole discretion. All changes are effective immediately when we post them. We may make these changes without prior notice to you, but we will use commercially reasonable efforts to provide you with notice of new requirements and changes where they are material. You are responsible for monitoring such changes and modifications. What constitutes a “material change” will be determined at North's sole discretion.
Your use of the Site following any Change constitutes your acceptance of the terms and conditions of the Terms of Service as modified.
3.1 Your use of the Exchange Website and Services must not violate any applicable laws, including copyright or trademark laws, export control, or other laws in your jurisdiction. You are responsible for making sure that your use of the Service is in compliance with laws and any applicable regulations.
3.2 The Services and Website are available only to persons who are the age of majority and can form legally binding contracts under applicable law. Without limiting the foregoing, the Services and Website are not intended to be used by individuals under the age of 18. If you do not qualify, please do not use the Services or access the Website.
In order to access and use the functionalities and Services on the Exchange (excluding those available to Developers in the Developer Portal), you must register first by creating an Exchange Account, including creating a unique username and password (“Login Credentials”). North may in its discretion approve or reject your registration without providing any reason(s). You must keep your Login Credentials secret and take measures that can reasonably be expected to ensure their security. If you register for an Exchange Account on behalf of a legal entity, you represent and acknowledge that you are authorized to legally bind that entity to these Terms of Service. You must provide true, accurate, current, and complete information when registering for an Exchange Account and update the information provided as necessary to keep your Exchange Account and any required payment information current. You are solely responsible for the accuracy of all information you provide in relation to your registration.
Furthermore, you are solely responsible for all activities that occur under your Account and will be held liable for losses or damages incurred by North or another party due to someone else using your Account or Login Credentials. You agree to notify North immediately of any unauthorized use of your Account or any other breach of security. You shall not use anyone else's account at any time without the express permission of the account holder.
When you visit this Site or send electronic messages to us, you are communicating with us electronically. When North sends you communications about the Site or third-party products or services, we will do so in accordance with the https://www.north.com/privacy. By registering for an account, sending us an electronic message, or otherwise communicating with us, you have agreed to communicate with us electronically, which may include receiving emails from North or its partners. You may withdraw your consent at any time by sending us an opt-out or unsubscribe notice or clicking on the “unsubscribe” link in an email.
The technology and content provided on this website are owned by or licensed to North and protected by United States and international intellectual property laws. North and its licensors retain all proprietary rights to all of its content and technology. The trademarks, service marks and logos (“Marks”) of North on this Site are the property of North. We grant Registered Users a worldwide, nonexclusive, nontransferable, revocable, limited license to access and use of the information and Services on this Site, strictly subject to and in accordance with these Terms of Service. You are prohibited from using any of the Marks without the prior written consent of North.
If your name or Marks are displayed on the Exchange, they remain your property and you authorize and instruct North and grant it a non-exclusive, worldwide, revocable, fully paid-up and, royalty-free license to use and display your name, trademarks, service marks, logos, and symbols during the term of this Agreement. You grant us and our successors the right and license to use, store, archive, modify and publicly display, reproduce and distribute any content you contribute to the Exchange, as necessary to provide the Service. You retain any and all of your rights to any content you contribute on or through the Exchange Service, and you are responsible for protecting those rights. You agree that this license includes the right for North to make your content available to other Registered Users of the Exchange Service, who may also use your content subject to these Terms of Service.
“North Confidential Information” means, where applicable, all of the information we provide to you for your use in connection with this Agreement including, but not limited to, documentation and information stored in and retrieved from the Developer Portal, processes, programs, testing procedures, software design and architecture, computer code, internal documentation, design and function specifications, product requirements, problem reports, analysis and performance information, and any other information which gives us the opportunity to obtain some competitive business advantage, or the disclosure of which could be detrimental to our interests, or which is: (i) marked “confidential,” “restricted,” “proprietary information,” or other similar marking; (ii) known to be considered confidential and proprietary; (iii) received under circumstances reasonably interpreted as imposing an obligation of confidentiality; or (iv) any confidential transaction data.
For the avoidance of doubt, North Confidential Information does not include information that you obtain or develop independent of us and the SDK and API made available through this Developer Portal.
7.1 You agree to protect and safeguard the confidentiality of all such North Confidential Information with at least the same degree of care as you would to protect your own proprietary or confidential information, but in no event with less than a commercially reasonable degree of care.
7.2 All North Confidential Information is and remains our property. Unless expressly provided in this Agreement, North retains the entire right, title and interest, including all intellectual property rights, in and to all of its Confidential Information. Access to North's Confidential Information shall not be construed as an assignment, grant, option, license or other transfer of any such right, title or interest whatsoever.
7.3 At any time during the term of this Agreement, on North's request, or on termination of this Agreement, you will promptly destroy or return to us all North Confidential Information in your custody or control. This provision will survive any termination of this Agreement for so long as you are in possession of North Confidential Information.
7.4 You agree that we may collect certain usage data and information related to your use of the Exchange, our APIs, and the Developer Portal, and that we may use such usage data for any business purpose, internal or external, including, but not limited to, providing enhancements to the Exchange and providing related support.
7.5 North reserves the right to charge fees for use of or access to all or part of the Exchange or otherwise monetize the Exchange. Any fees we charge must be agreed to by you and North and such agreement may be accomplished through your acceptance of additional online terms and conditions, other similar terms, or by a separate agreement.
This Agreement is effective until terminated. North may terminate this Agreement, including your Exchange Account, at any time, with or without prior notice to you. You may terminate this Agreement upon written notice to North. If North intends to terminate this Agreement due to any action by you, North may propose options for you that may prevent such termination. If this Agreement is terminated, your Exchange Account will be permanently removed. The Terms of Service shall survive termination.
Use of the Exchange is at your own risk. Developers are responsible for evaluating the accuracy, completeness or usefulness of any information, APIs or other content available on the North Developer Portal. North and its business partners, employees, representatives, and Affiliates are not and shall not be liable to you or any third party for any direct, indirect, special, punitive, exemplary, consequential, or any other damages whatsoever. You waive any and all claims, now known or later discovered, that you or any third party may have against us or our business partners, employees, representatives, or Affiliates arising out of your use of the Exchange or the Developer Portal or any content or information provided to you through either. Notwithstanding the foregoing, our total liability to you or any third party for all damages, losses, and causes of action, whether in contract, tort (including, but not limited to, negligence), or otherwise under these Terms of Service shall not, under any circumstances, exceed one hundred U.S. dollars ($100). The foregoing limitations and exclusions apply except to the extent expressly precluded by Applicable Law. In all cases, North and its business partners, employees, representatives, and Affiliates will not be liable for any expense, loss, or damage that is not reasonably foreseeable.
All Registered Users hereby release North and its business partners, employees, representatives, and Affiliates of any and all losses, costs, damages or claims in connection with, arising from or related to your use of any third-party's products or services, including any fees charged by a third-party.
You will indemnify, defend, and hold harmless North and its Affiliates and each of their respective directors, officers, agents, employees, advertisers, vendors, suppliers, and licensors from and against any and all claims, liabilities, damages (actual and consequential), losses, fines, and expenses arising from or in any way related to:
You may not enter into any stipulated judgment or settlement that limits or interferes with our business activities, confesses any level of liability on our behalf, or purports to bind us without our prior express written authorization, which will not be unreasonably withheld or delayed.
At all times, your applications, registration, and use of the Exchange or the Developer Portal, and available tools, will comply with all applicable laws, regulations and best practices concerning privacy, data protection and on demand or downloadable software.
North recognizes the importance of respecting your privacy. North's Privacy Policy (linked below) provides an overview of what you can expect, unless otherwise expressly provided, when you enroll an account or simply browse our site. For our part, we will treat all information and data you submit to us through use of the Exchange or Developer Portal in accordance with our https://www.north.com/privacy.
The Exchange contains third-party content and links to other websites that are independent of the Exchange Site. Such links are included for the convenience of Registered Users and do not constitute any approval or warranty by North. Moreover, North is not responsible for the accuracy, completeness, or reliability of third-party information, or the products or services offered or sold through any linked websites and you assume sole responsibility for the use of third-party information. Any agreements, transactions, or other arrangements made between you and such third party are made solely at your own risk. When you click on a third-party link, you will leave the Exchange Site. Any personal information you submit on the resulting site will not be collected or controlled by North but will be subject to the privacy notice or Terms of Service of the resulting site. Please review the privacy policy and Terms of Service of the third-party site for more information on its privacy practices.
The Exchange, including the Developer Portal, is provided “as is” without any representations or warranties, and you agree to use them at your sole risk. To the fullest extent permissible by law, North expressly disclaims all warranties of any kind with respect to the Exchange and the Developer Portal, whether express, implied or statutory, including any warranties of merchantability, fitness for a particular purpose, satisfactory quality, accuracy, title or non-infringement of third party rights. North does not warrant the error free and uninterrupted service of this Site. If you notice any problems or security incidents during your use of this Site, please notify us immediately at developers@north.com.
You represent and warrant to us that:
You may provide North with ideas, opinions, recommendations, feedback, or advice in connection with your use of the Exchange Services (collectively, “Feedback”). If you submit Feedback to North, you hereby grant North an irrevocable, perpetual, transferable, non-exclusive, fully-paid-up, royalty-free, worldwide license (sublicensable through multiple tiers) to: (a) use, copy, distribute, reproduce, modify, create derivative works of, adapt, publish, translate, publicly perform, and publicly display such Feedback (or any modification thereto), in whole or in part, in any format, medium or application now known or later developed; and (b) use, and permit others to use, Feedback in any manner and for any purpose (including, without limitation, commercial purposes) that North deems appropriate in its discretion (including, without limitation, incorporating Feedback, in whole or in part, into any technology, product or service).
In addition to any other restrictions set forth in these Terms of Service, you agree not to:
15.1 Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
15.2 Collect personal information of any North user or customer.
15.3 Use robots, spiders, crawlers, scraping or other similar technology to access or use North Confidential Information or any North sites or services to obtain any information beyond what North provides to you.
15.4 Use this Site in any way that violates any applicable federal, state, local, or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).
15.5 Send, knowingly receive, upload, download, use, or re-use any material that does not comply with the standards set out in these Terms of Service.
15.6 Engage in any other conduct that restricts or inhibits anyone's use or enjoyment of this Site, or which, as determined by us, may harm North or other users of the Exchange, or expose them to liability.
15.7 Use any manual or other process to monitor or copy any of the material on this Site, or for any other purpose not expressly authorized in these Terms of Service, without North's prior written consent.
15.8 Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Exchange, the server on which the Exchange is stored, or any server, computer, or database connected to the Exchange.
16.1 These Terms of Service do not supplement or replace any of the terms and/or conditions of any merchant, partner, or other agreements (“Other Agreement”) between you and North or its Affiliates, unless otherwise expressly set forth in such Other Agreement.
16.2 In case any provision of these Terms of Service is or becomes illegal, invalid or unenforceable, the legality, validity or enforceability of any other provision will not be affected.
16.3 Nothing in these Terms of Service is intended to or shall create a partnership, agency, joint venture or co-owner relationship between North and you. North nor you shall have the authority to act in the name of, act on behalf of or otherwise bind the other party.
16.4 North's option not to take immediate action upon your violation of any of these Terms of Service of Service does not constitute a waiver of North's rights for that violation or any subsequent violations of these Terms of Service.
16.5 Nothing herein prohibits or restricts North from creating apps, content, and other products or services that may be similar to or competitive with your Apps and their content. Nothing in this Agreement will restrict or prevent North from creating and fully exploiting such apps, content, and other items, without any obligation to you.
16.6 Each North Affiliate is a third party beneficiary to this Agreement and such Affiliates are entitled to directly enforce, and rely upon, any provision of this Agreement which confers a benefit on (or provides rights in favor of) them. No other person or company is a third party beneficiary to this Agreement.