a. “Application” - Any software application, website, or product you create or service you offer using or accessing the Mariana Tek Developer Tools (defined below).
b. “Bypass Bookings” - Reservations created in the Mariana Tek Service that are paid for (in whole or partially) using a third-party billing platform, including but not limited to direct, subscription, and token/credit-based payment schemes.
c. “Customer” – An end-customer of the Developer. A Customer may (and likely will) also be a Client of Mariana Tek.
d. “Data” - Any data and content uploaded, posted, transmitted or otherwise made available by Clients, Customers, End Users, and Partners to the Mariana Tek Services, including via the Application, including messages, files, comments, profile information and anything else entered or uploaded into the Mariana Tek Service by a user of the Mariana Tek Service.
e. “Developer” or “you” - The entity that has agreed to this Developer Tools Agreement, whether a Client or a Partner. If certain terms in this Developer Tools Agreement do not specify that they apply solely to Partners or Clients, then “you” refers to you as a Developer.
f. “Developer Documentation” - The documentation, data and information that Mariana Tek provides regarding the use of the Mariana Tek Developer Tools through the Developer Site.
g. “Developer Tools” or “Mariana Tek Developer Tools” - The application programming interfaces (“APIs”), software development kits (“SDKs”), and cloud-based development tools, as well as the related Developer Tools Documentation made available by Mariana Tek at the Developer Site.
h. “End Users” – Individuals who access and use the Mariana Tek Services (directly or through a Client or Developer (e.g., through the Application)).
i. “Mariana Tek Brand” - The Mariana Tek brand and brand assets, including names, logos, trade names and trademarks.
j. “Mariana Tek Service(s)” - Mariana Tek’s communication, messaging, archiving, and search services and related systems and technologies, as well as the website www.marianatek.com, and all software, applications, data, reports, text, images, and other content made available by or on behalf of Mariana Tek through any of the foregoing. The “Mariana Tek Service” does not include Data or any software application or service that is provided by you or a third party (including Applications), whether or not Mariana Tek designates them as “official integrations”.
Subject to your compliance with this Developer Tools Agreement,Mariana Tek grants you a limited, non- exclusive, non-assignable, non-transferable license to (a) internally use and access the Developer Tools solely as necessary to develop, maintain and support the Application in accordance with the Developer Documentation; (b) access and display the Data in the Application to End Users; and (c) enable End Users to utilize the Mariana Tek Services via the Application. Your license is subject to the limitations set forth in Section 4(a) through 4(k) and Section 10 below, and you agree that violation of Section 4 will automatically terminate your license to use theMariana Tek Developer Tools.
a. Reliance on Developer Tools. Mariana Tek is still evolving, and we need the flexibility to occasionally make changes to our Developer Tools, including backwards incompatible changes. We will try to give notice of these changes but will have no liability to you with respect to such changes. Also, parts of our Developer Tools (APIs/SDKs) are undocumented, including certain methods, events, and properties. Given that these undocumented aspects of our Developer Tools may change at any time, you should not rely on these behaviors.
b. Applicable Laws or Agreements. You may not use the Mariana Tek Developer Tools in violation of any law or regulation, or rights of any person, including but not limited to intellectual property rights, rights of privacy, or rights of personality, orin any manner inconsistent with this Developer Tools Agreement or Mariana Tek’s other agreements to which you are subject.
c. Scope of Acceptable Use. You may not use the Mariana Tek Developer Tools or any other technology in a manner that: (i) accesses or uses any information beyond what Mariana Tek allows under this Developer Tools Agreement or the Developer Documentation; (ii) that breaks or circumvents any of Mariana Tek’s technical, administrative, process or security measures; (iii) that disrupts or degrades the performance of the Mariana Tek Service; or (iv) that tests the vulnerability of Mariana Tek’s systems or networks.
d. Malware. You may not transmit any viruses or other computer programming that may damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system or data.
e. Reverse Engineering. You may not attempt to reverse engineer or otherwise derive source code, trade secrets, or know-how in the Mariana Tek Service, Mariana Tek Developer Tools, or portion thereof.
f. Functionality. You acknowledge and agree that Mariana Tek has or may in the future offer products or services that are similar to your Application, and nothing will prevent Mariana Tek from doing so.
g. Commercial Use. You may charge for use of your Application. However, you may not sell, rent, lease, sublicense, redistribute, or syndicate access to the Mariana Tek Service(s), Mariana Tek Developer Tools, or any Data.
h. Advertising. You may place advertisements on and around your Application. However, you may not:
i. Place any advertisements within Mariana Tek Service channels, and your advertisements may not resemble or be reasonably likely to confuse users as being a Mariana Tek Service message.
ii. Use Data or any content from Mariana Tek in any advertisements or for purposes of targeting advertisements, in your Application or elsewhere without express permission from the Customer.
iii. Use contact information obtained from Mariana Tek (including email addresses) to contact End Users for marketing/advertising purposes without express permission from the End User (or Customer, as applicable), and in accordance with marketing opt-in preferences as may be required by applicable laws, rules, and regulations.
i. Rate Limits. You will not attempt to exceed or circumvent limitations on access, calls and use of Mariana Tek APIs, or otherwise use the Mariana Tek APIs in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of this Developer Tools Agreement or the Developer Documentation.
j. Use for Promotion of Gambling, Adult and Other Types of Content. You may not use the Mariana Tek Developer Tools in any Application that includes (i) adult content, (ii) promotes gambling, (iii) involves the sale of tobacco, e-cigarettes, vaping or similar products, (iv) firearms, (v) illicit drugs or alcohol, or (vi) otherwise violates any applicable law or regulation or bring Mariana Tek into disrepute.
k. Distribution of Mariana Tek Developer Tools. You may not distribute or allow access to the Mariana Tek Developer Tools to any third party and your Application shall not have the primary purposes of enabling such access by a third party.
Mariana Tek calculates and bills its fees and charges on a monthly basis. Commencing 30 days from the date you receive access to Data (“Effective Date”) and continuing on the same day of the month as the Effective Date for each calendar month thereafter and continuing until this Developer Tools Agreement is terminated, you shall pay Mariana Tek any fees charged for use of the DeveloperTools, and any Site Access Integration and/or Bypass Booking fees as described below, which may change from time to time. Usage fees, if any, will be charged via ACH (see Appendix A) and accompanied by an invoice on a monthly basis for activity from the previous calendar month. In addition to the API fees, you will be responsible for all other fees associated with use of any Developer Tools. All fees made by you under thisDeveloper Tools Agreement will exclude, and you will pay, any taxes associated with such fees, your Application, or this Developer Tools Agreement. You covenant that notwithstanding any agreement that you may have with a Customer to the contrary, You alone are responsible for the payment of all Mariana Tek charges and fees.
Bypass Bookings – These booking fees apply to integrations that bypass Mariana Tek’s billing platform: specifically, for reservations created in the Mariana Tek Service that are paid for (in whole orin part) using a third-party billing platform, including but not limited to direct, subscription, and token/credit based payment schemes.
0-999 bookings per month: $1.50 per booking
1000-2500 booking per month: $1.25 per booking
2500+ bookingper month: $1.00 per booking
For the avoidance of doubt, if your integration does not bypass Mariana Tek's billing platform then these fees shall not apply.
You must not use the Mariana Tek Brand in a way that suggests your service is endorsed by, sponsored by, or associated with Mariana Tek without Mariana Tek’s express written consent, and you must abide by Mariana Tek’s Brand guidelines, as may be made available to you from time to time. Mariana Tek will be entitled to make reasonable use of, and reference to, your name, website and trade or service marks in any promotional or corporate material relating to Mariana Tek’s services.
b. Secure Storage Measures. All Data should be stored and served using strong encryption.
c. Delete at Customer Request. You must delete all Data you have collected from a Customer that is both a Customer of you anda Client of Mariana Tek upon request by that Customer. Similarly, when a Customer deauthorizes or stops using your Application, you should delete all Data obtained from that Customer. The restrictions of this Section do not apply to Data that mutual Customers separately provide directly to you (e.g., you do not access through the APIs).
d. Deletion at Termination. If we terminate your use of the Mariana Tek Developer Tools for any reason, then you must permanently delete all Data and any other information that you stored pursuant to your use of the Mariana Tek Developer Tools, except when doing so would cause you to violate any law or obligation imposed by a governmental authority. This provision does not require you to delete Data stored in Mariana Tek if you are prohibited from accessing the Mariana Tek Developer Tools.
e. No Other Storing. You may not copy or store any Data or capture or store any information expressed by the Data (such as hashed or transferred data), except to the extent permitted by this Developer Tools Agreement and your agreement with the Customer.
a. Protections. The network ,operating system and software of your web servers, databases, and computer systems (collectively, “Your Systems”) must be properly configured to securely operate your Application and store Data. Your Application must use reasonable security measures to protect your End Users or Customer’s information. You must not architect or select Your Systems in a manner to avoid the foregoing obligation.
b. Reporting. You must promptly report any security deficiencies in, or intrusions to, your Systems to Mariana Tek in writing via email at email@example.com. This includes any unauthorized access, use, disclosure or destruction of Data. You will work with Mariana Tek to immediately correct any security deficiency, and will immediately disconnect any intrusions or intruder. In the event of any security deficiency or intrusion involving the Application, Mariana Tek Developer Tools or Data, you will make no public statements regarding such deficiencies or intrusions (e.g., press, blogs, social media, bulletin boards, etc.) without prior written and express permission from Mariana Tek in each instance.
c. PCI Compliance. You also agree that you will comply with the relevant portions of the Payment Card Industry (PCI) Data Security Standard (“PCI”) when collecting credit card information from your Customers and/or End Users.
a. Allow or assist any government entities, law enforcement, or other organizations to conduct surveillance or obtain data using your access to the Mariana Tek Developer Tools in order to avoid serving legal process directly on Mariana Tek. Any such use by you for law enforcement purposes is a breach of this Developer Tools Agreement.
b. Display, distribute or otherwise make available Data or any Application to any person or entity that you reasonably believe will use Data to violate the Universal Declaration of Human Rights (located at http://www.un.org/en/documents/udhr/), including without limitation Articles 12, 18, or 19. Any law enforcement personnel seeking information about Mariana Tek Customers will be referred to Mariana Tek’s User Data Request Policy. You will not conduct and your Application will not provide analyses or research that isolates a small group of individuals or any single individual for any unlawful or discriminatory purposes. Exemptions to these restrictions may be requested for exigent circumstances and are subject to prior written approval from Mariana Tek.
The Mariana Tek Developer Tools are “commercial items” as that term is defined at 48 C.F.R. 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. 12.212. Any use, modification, derivative, reproduction, release, performance, display, disclosure or distribution of the Mariana Tek Developer Tools by any government entity is prohibited, except as expressly permitted by the terms of this Developer Tools Agreement. Additionally, any use by U.S. government entities must be in accordance with 48 C.F.R. 12.212 and 48 C.F.R.227.7202-1 through 227.7202-4. The contractor/manufacturer is Mariana Tek Corporation., 1717 K St. NW, Suite 1100, Washington, DC 20006.
As between you and us, we own all rights, title, and interest, including all intellectual property rights, in and to, the (1) Mariana Tek Developer Tools, Developer Documentation, and all elements and components thereof; (2) Mariana Tek Services; and (3) Mariana Tek Brand features (collectively, the “Mariana Tek Materials”). Except for the express licenses granted in this Developer Tools Agreement, Mariana Tek does not grant you any right, title, or interest in the Mariana Tek Materials. You agree to take such actions as Mariana Tek may reasonably request to protect Mariana Tek’s rights to the Mariana Tek Materials.
a. Duration of Terms. This Developer Tools Agreement will go into effect on the date upon which you agree to them, by accessing or using the Mariana Tek Developer Tools, and will continue until terminated as set forth herein.
b. Your Right to Terminate. You may terminate this Developer Agreement at any time by discontinuing use of our Developer Tools and deleting theData.
c. Suspension; Termination. We may change, suspend or discontinue the Mariana Tek Developer Tools and suspend or terminate your use of the Mariana Tek Developer Tools, the Mariana Tek Service, and/or Mariana Tek Brand at any time and for any reason, without notice. Without limiting the foregoing, we may limit your Application’s access to the Mariana Tek Developer Tools if it, in our sole discretion, may negatively affect the Mariana Tek Service or our ability to provide the Mariana Tek Service.
d. Effect of Termination. Upon termination of this Developer Tools Agreement:
i. All rights and licenses granted to you will terminate immediately;
ii. You will promptly destroy Developer Documentation, the Data and any other Mariana Tek information in your possession or control that was received under this Developer Tools Agreement;
iii. Unless we agree otherwise in writing or as stated in this Developer Tools Agreement, you must permanently delete all Data and other information that you stored pursuant to your use of the Mariana Tek Developer Tools. Mariana Tek may request that you certify in writing your compliance with this section; and
iv. Mariana Tek will make commercially reasonable efforts to remove all references and links to your Application from the Mariana Tek Services. (Mariana Tek has no other obligation to delete copies of, references to, or links to your Application.)
a. Legal Representations. You represent and warrant to Mariana Tek that, excluding Mariana Tek Materials, you have the right to use, reproduce, transmit, copy, publicly display, publicly perform, and distribute your Application, and that use of your Application by Mariana Tek and its Partners, Customers and End Users will not violate the rights of any third party (e.g., copyright, patent, trademark, privacy, publicity or other proprietary right of any person or entity), or any applicable regulation or law, the laws of any country in which your Application is made available and any applicable export laws. You acknowledge and agree that it is the established policy of Mariana Tek and its affiliates fully to comply with all applicable laws and regulations of the United States and of all jurisdictions in which it does business. You represent and warrant that you have not and will not take any action that would constitute a violation, or implicate Mariana Tek or its affiliates or personnel in a violation, of any law of the United States or of any jurisdiction in which it performs business including the Foreign Corrupt Practices Act of 1977, as amended, the United Kingdom Bribery Act, and any other applicable anti-corruption legislation enacted by countries in which you provide services to Mariana Tek or its affiliates. You further warrant and represent that you have not and will not take any action that would constitute a violation, or implicate Mariana Tek or its affiliates or personnel in a violation, of economic sanctions laws administered by the United States (including the Department of Treasury, Office of Foreign Assets Control), the United Kingdom, or the European Union. You further certify that the information provided herein, as well as any documentation submitted herewith, is true, accurate, and complete as of the date hereof, and understand and acknowledge that you, or your representatives, may require additional information in order to ensure compliance with applicable anti-corruption and economic sanctions laws and regulations.
b. Modification of the Developer Tools Agreement. We may change, add to or delete this Developer Tools Agreement or any portion thereof from time to time in our sole discretion. If we make a material change to this Developer Tools Agreement, we will provide you with reasonable notice prior to the changes either by emailing the email address associated with your account or by posting a notice on the Developer Site. You acknowledge that these updates and modifications may adversely impact how you access, use, and communicate with the Mariana Tek Service and Developer Tools. If any change is unacceptable to you, then your only recourse is to cease all use of the Mariana Tek Developer Tools. Your continued access or use of the Mariana Tek Developer Tools will mean that you agree to the updates and modifications.
c. Other Applicable Agreements. You and your Application must also comply with the following, which are hereby incorporated by reference:
i. Mariana Tek Terms of Service
In the event of any conflict between the content in this Developer Tools Agreement and the above documents, this Developer Tools Agreement controls with respect to your use of the Mariana Tek Developer Tools.
a. NO WARRANTIES. THE MARIANA TEK DEVELOPER TOOLS AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND MARIANA TEK EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANT ABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT MARIANA TEK DOES NOT WARRANT THAT THE MARIANA TEK DEVELOPER TOOLS WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE MARIANA TEK DEVELOPER TOOLS, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM MARIANA TEK OR THROUGH THE DEVELOPER SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS DEVELOPER TOOLS AGREEMENT.
b. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL MARIANA TEK BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, FIVE HUNDRED ($500) U.S. DOLLARS, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS DEVELOPER TOOLS AGREEMENT BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS DEVELOPER TOOLS AGREEMENT. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE JURISDICTIONS, MARIANA TEK’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
c. Indemnity. You agree to defend, hold harmless and indemnify Mariana Tek, and its subsidiaries, affiliates, officers, agents, employees, and suppliers, from and against any third party claim arising from or in any way related to your Application (including the use of your Application by Customers or End Users), your use of the Mariana Tek Developer Tools or Data, your use of the Mariana Tek Brand, or your violation of this Developer Tools Agreement, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, we will provide you with written notice of such claim, suit, or action.
This Developer Tools Agreement and any claim, cause of action or dispute (“Claim”) arising out of or related to this Agreement shall be governed by the laws of the State of New York, United States, regardless of your country of origin or where you access the Mariana Tek Service, and notwithstanding any conflicts of law principles and the United Nations Convention for the International Sale of Goods. You and Mariana Tek agree that all Claims arising out of or related to this Agreement must be resolved exclusively in the courts located in the county of New York, New York or the U.S. District Court for the Eastern District of New York, and you agree to waive any and all objections to the exercise of jurisdiction over the parties by such courts and to venue in such courts for the purpose of litigating all such Claims. Notwithstanding the above, you agree that Mariana Tek shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
a. Severability. If any provision of this Developer Tools Agreement is found to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable to the maximum extent possible in order to effect the intention of the provision; if a term cannot be so modified, it will be severed and the remaining provisions of this Developer Tools Agreement will not be affected in any way.
b. Language. Where Mariana Tek has provided you with a translation of the English language version of this Developer Tools Agreement or any document referenced in this Developer Tools Agreement, you agree that the translation is provided for your convenience only and that the English language versions of any such document, will control.
c. Notice and Service of Process. We may notify you via postings on the Developer Site or via the email address associated with your Application or Mariana Tek Service account. You agree to the use of electronic communication in order to enter into agreements, and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Mariana Tek Services. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction that require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable law. Mariana Tek accepts service of process by mail or courier at the physical address set forth in Section 17.i below. Any notices that you provide without compliance with this section shall have no legal effect.
d. Entire Agreement. This Developer Tools Agreement and any documents incorporated into this Developer Tools Agreement by reference, constitute the entire agreement between you and Mariana Tek regarding the Mariana Tek Developer Tools and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Developer Tools Agreement.
e. No Informal Waivers, Agreements, or Representations. Our failure to act with respect to a breach of this Developer Tools Agreement by you or others does not waive our right to act with respect to that breach or subsequent similar or other breaches. No representations, statements, consents, waivers or other acts or omissions by any Mariana Tek affiliate shall be deemed legally binding on any Mariana Tek affiliate, unless documented in a physical writing hand signed by a duly appointed officer of Mariana Tek.
f. Injunctive Relief. In no event shall you seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Developer Site or Mariana Tek Service or any Mariana Tek Developer Tools, or other material used or displayed through the Mariana Tek Developer Site or Mariana Tek Service.
g. Assignment and Delegation. You may not assign or delegate any rights or obligations under this Developer Tools Agreement without the prior written consent of Mariana Tek, including in connection with a merger, acquisition, sale of assets, or other change of control. Any purported assignment and delegation in violation of the foregoing shall be ineffective. We may freely assign or delegate all rights and obligations under this Developer Tools Agreement fully or partially without notice to you. We may also substitute, by way of unilateral novation, effective upon notice to you, Mariana Tek Corporation for any third party that assumes our rights and obligations under this Developer Tools Agreement.
h. Potential Other Rights and Obligations. You may have rights or obligations under local law other than those enumerated here if you are located outside the United States but to the fullest extent permitted by local law these are excluded for, and in connection with, this Agreement.
i. How to Contact Us. If you have questions or comments about this Developer Tools Agreement, or wish to make use of our Mariana Tek Developer Tools in any way not permitted by this Developer Tools Agreement, please contact us via email at firstname.lastname@example.org or by physical mail at:
Mariana Tek Corporation, 1717 K St. NW, Suite1100, Washington, DC 20006.