Chomp Connect Terms of ServiceBack to the Developer Dashboard

Acceptance of Terms

Chomp welcomes you ("Developer"). By checking the Terms and Conditions box, or registering for Chomp's Chomp Connect Service (as defined below), Developer agrees that it has read, understands, and accepts the terms and conditions described below (the "Terms of Service") and Developer agrees to be bound by these Terms of Service and all terms, policies and guidelines incorporated in the Terms of Service by reference (this "Agreement"). If Developer does not agree to this Agreement, Developer should not use the Chomp Connect Service in any way. The Chomp Connect Service is offered to Developer conditioned on Developer's acceptance without modification of this Agreement.

Modification of Agreement

Chomp reserves the right to change or modify any of the terms and conditions contained in this Agreement at any time, in its sole discretion, by posting changes at http://chompapps.com or such other URL that Chomp may provide from time to time). Developer's continued use of any part of the Chomp Connect Service following the posting of such changes or modifications will constitute Developer's acceptance of such changes or modifications.

Description and Use of the Chomp Connect Service

The "Chomp Connect Service" or "Service" means, the services and Software that facilitate allowing a user to review apps on Chomp, within Developer's mobile applications. In order to use the Chomp Connect Service, Developer must integrate Chomp's Chomp Connect software development kit ("SDK") into Developer's mobile applications. The code for the Chomp Connect Service is defined herein as "Software". Developer agrees that Chomp may require Developer to use the then-current version of any and all Software. Any Developer that makes its applications available for Recommendations hereby grants Chomp the right to access, index and cache requests made from Developer's mobile applications to the Chomp Connect Services.

Representations and Warranties

Developer represents and warrants to Chomp that (i) Developer is the owner of each mobile application Developer designates in connection with the use of the Services or that Developer is legally authorized to act on behalf of the owner of such application for the purposes of this Agreement, and (ii) Developer has all necessary right, power and authority to enter into this Agreement and to perform the acts required of Developer hereunder.

Registration

To register for the Chomp Connect Service, Developer must complete the registration process at http://www.chompapps.com (or such other URL that Chomp may provide from time to time) by providing Chomp with current, complete and accurate information. Upon registration for the Chomp Connect Service, Developer will be required to provide Chomp with Developer's email and password.

To function, the SDK requires an authentication key ("Secret"). Developer's use of this Secret for a given application represents that Developer is the owner of that application, or legally authorized to act on behalf of the owner of the application. In order to receive a Secret to use with the SDK, Developer must complete the application registration process once logged in to the developer section of http://www.chompapps.com (or such other URL that Chomp may provide from time to time). Upon registration for a Secret for a given application, Developer will be required to provide Chomp with the id and bundle name of that application.

Developer understands that Developer is solely responsible for maintaining the confidentiality of Developer's password and Secret and that Developer shall be solely and fully responsible for all activities that occur under Developer's email and password. Chomp shall not be responsible for any loss, claim or other liability that may arise from the unauthorized use of any password or Secret. Developer agrees to immediately notify Chomp of any unauthorized use of Developer's password or Secret, or any other breach of security. If a password is lost or stolen, it is the Developer's responsibility to change the password, and immediately notify Chomp, so that Developer's account remains both secure and functional.

Limited License

Developer is hereby granted a nonexclusive, limited, non-transferable, revocable and non-sublicensable license to (i) use the Software, (ii) install and use the Chomp Connect SDK and (iii) copy the Software and the Chomp Connect SDK and solely as necessary to use the Chomp Connect Service in accordance with this Agreement for applications that Developer owns and controls. Developer's use of the Software and accompanying documentation ("Documentation") is subject to this Agreement and does not include: (a) any resale, lease, rental, assignment or other transfer of rights of the Software or Documentation; (b) the distribution, public performance or public display of the Software or Documentation, (c) modification, revision, creation of derivative works from or otherwise making any derivative uses of the Software or Documentation or any information or content therein; (d) decompilation, reverse engineering or otherwise attempting to derive the source code for the Software (except to the extent applicable laws specifically prohibit restriction of such activities); or (e) any use of the Software or Documentation other than for its intended purpose. Chomp hereby reserves all rights not expressly granted herein.

Any use of the Software or Documentation other than as specifically authorized herein, without the prior written permission of Chomp, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws, including, without limitation, copyright and trademark and other intellectual property laws.

Acceptable Use

Developer agrees to use the Chomp Connect Service to only prompt the end users of Developer's applications ("End Users") to review Developer's application a single time per user. Developer must not use the Chomp Connect Service in any way that artificially generates, manually or via a script, users or reviews for a user.

Privacy and Information Collection

As a condition of Developer's access to the Chomp Connect Service, Developer agrees that Chomp has the right, for any purpose, to retain, use, and publish in an aggregate manner, subject to the terms of its Privacy Policy located at http://www.chompapps.com/privacy_policy/ (or such other URL that Chomp may provide from time to time), information collected in Developer's use of the Chomp Connect Service, including without limitation, the characteristics and activities of End Users ("User Data"). Chomp will not disclose to any third parties any User Data collected by the Chomp Connect Service from Developer's applications in a manner that contains or reveals any personally identifiable information or is specifically attributable to Developer, Developer's applications or Developer's customers.

Confidential Information

"Confidential Information" includes any proprietary data and any other information disclosed by one party to the other in writing and marked "confidential" or disclosed orally and, within ten business days, indicated in writing as "confidential". Notwithstanding the foregoing, Confidential Information will not include any information that is or becomes publicly known, which is already in the receiving party's possession prior to disclosure by a party or which is independently developed or collected by the receiving party without the use of Confidential Information. Neither party will use or disclose the other party's Confidential Information without the other's prior written consent except for the purpose of performing its obligations under this Agreement or if required by law, regulation or court order. Upon termination of this Agreement, the parties will promptly either return or destroy all Confidential Information and, upon request, provide written certification of such.

Indemnity

Developer agrees to indemnify, defend and hold harmless Chomp, its employees, officers and directors, or users from and against any and all claims, liabilities, penalties, settlements, judgments, fees (including reasonable attorneys' fees) arising from (i) Developer's use of, or inability to use, the Chomp Connect Service; (ii) Developer's violation of the terms of this Agreement; and (iii) any violation or failure by Developer to comply with all laws and regulations in connection with Developer's use of the Chomp Connect Service, whether or not described herein.

Third Parties

If Developer uses the Chomp Connect Service on behalf of any third party, Developer represents and warrants that Developer is authorized to act on behalf of, and bind to this Agreement, that third party. Developer shall ensure that each third party is bound by and abides by the terms of this Agreement. Developer agrees to indemnify, hold harmless and defend Chomp and its parents, subsidiaries, affiliates, officers and employees, at Developer's expense, against any and all third-party claims, actions, proceedings, and suits and all related liabilities, damages, settlements, penalties, fines, costs or expenses (including, without limitation, reasonable attorneys' fees and other litigation expenses) incurred by Chomp, arising out of or relating to (a) any representations and warranties made by Developer concerning any aspect of the Chomp Connect Service; (b) any claims made by or on behalf of any third party pertaining directly or indirectly to Developer's use of the Chomp Connect Service; (c) violations of Developer's obligations of privacy to any third party; and (d) any claims with respect to acts or omissions of third parties in connection with the Chomp Connect Service.

Disclaimer of Warranties and Limitation of Liability

CHOMP DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY REGARDING THE SERVICE TO THE FULL EXTENT PERMITTED BY LAW. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE CHOMP CONNECT SERVICE IS PROVIDED "AS-IS" AND WITHOUT WARRANTIES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF PERFORMANCE OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. FURTHER, CHOMP DOES NOT MAKE, AND HAS NOT MADE, ANY REPRESENTATION OR WARRANTY THAT THE CHOMP CONNECT SERVICE IS ACCURATE, COMPLETE, RELIABLE, CURRENT, ERROR-FREE, OR VIRUS-FREE OR THAT THE OPERATION OF THE CHOMP CONNECT SERVICE WILL BE UNINTERRUPTED. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO DEVELOPER.

IN NO EVENT SHALL CHOMP, ITS SUBSIDIARIES, AFFILIATES OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS, BE LIABLE TO DEVELOPER OR ANY OTHER PERSON OR ENTITY, UNDER ANY THEORY, INCLUDING WITHOUT LIMITATION NEGLIGENCE, FOR DAMAGES OF ANY KIND ARISING FROM OR RELATED TO THE CHOMP CONNECT SERVICE, THE SOFTWARE OR ANY INFORMATION, CONTENT OR MATERIALS IN OR ACCESSIBLE THROUGH THE SOFTWARE OR CHOMP CONNECT SERVICE, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, ACTUAL, INCIDENTAL, PUNITIVE, SPECIAL OR CONSEQUENTIAL DAMAGES, LOST INCOME, REVENUE OR PROFITS, LOST OR DAMAGED DATA, OR OTHER COMMERCIAL OR ECONOMIC LOSS, THAT RESULT FROM DEVELOPER'S OF, OR INABILITY TO USE, THE SOFTWARE OR THE CHOMP CONNECT SERVICE, EVEN IF CHOMP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS IN THIS AND THE FOREGOING PARAGRAPH MAY NOT APPLY TO DEVELOPER.

Modifications to and Termination of the Chomp Connect Service

Chomp reserves the right to discontinue offering the Chomp Connect Service or to modify the Chomp Connect Service at any time in its sole discretion. If Developer is dissatisfied with any aspect of the Chomp Connect Service at any time, Developer's sole and exclusive remedy is to cease using it. Notwithstanding anything contained in this Agreement to the contrary, Chomp may also, in its sole discretion, terminate or suspend Developer's access to the Chomp Connect Service at any time. Upon any termination of this Agreement, Chomp will cease providing the Chomp Connect Service, and Developer will delete all Software and certify thereto in writing to Chomp within three (3) business days of such termination.

Waiver and Severability

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect. Chomp's acquiescence in the breach of a provision of this Agreement or failure to act upon such breach does not waive Chomp's right to act with respect to subsequent or similar breaches. Likewise, the delay or failure of Chomp to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.

Choice of Law and Forum

This Agreement and the relationship between Developer and Chomp shall be interpreted in accordance with the laws of the State of California without regard to conflict of laws principles. Developer and Chomp hereby agree to submit, exclusively, to the personal jurisdiction of the state courts with jurisdiction over San Francisco, California and/ or the U.S. District Court for the Northern District of California.

Entire Agreement

This Agreement constitutes the entire agreement between Developer and Chomp and governs Developer's use of the Chomp Connect Service, superseding any prior agreements between Developer and Chomp with respect to the Chomp Connect Service.

Survival

The terms and conditions contained in this Agreement that by their sense and context are intended to survive the performance hereof by the Parties hereunder, including but not limited to the provisions relating to Indemnity and Disclaimer of Warranties and Limitation of Liability, shall so survive the completion of the performance, cancellation or termination of this Agreement.