Developer Terms of Use

This Developer Terms of Use (“Developer Terms”) is an agreement between you (“you”, “your”) and Blackhawk Network, Inc. and its affiliates (collectively, “BHN”, “we”, “our”, “us”) governing your access to and use of any BHN Developer Tools that BHN makes available to you. By registering for, accessing, and/or using the BHN Developer Tools, and related materials made available to you, you agree to be bound by this Developer Terms, BHN’s Privacy Notice, and all other terms, policies, and guidelines applicable to your use, including but not limited to any other agreement which you have entered with BHN (e.g., a separate Services Agreement). If you do not agree to these Developer Terms, you may not access or use the BHN Developer Tools.

If you are an Admin or you otherwise use the BHN Developer Tools on behalf of a Business, then “you” means you (in your personal capacity) along with your Business, and you represent and warrant that you (in your personal capacity) have all necessary authority to bind that Business to these Developer Terms.

In the event of any inconsistency between these Developer Terms and a separate services agreement you may have with BHN, the terms of the valid services agreement will control. BHN reserves the right, at our sole discretion, to change or modify portions of the Developer Terms at any time. If we do this, we will post the changes on this page. Any such changes will become effective once they are posted.

Definitions

“Admin” means an administrator who manages the BHN Developer Tools for Business users within your Business.

“API” means each of BHN’s proprietary application programming interfaces, which are used by Developers to interface with BHN’s Services.

“Application” means a third-party software application that contains embedded calls to a BHN API.

“Business” means an organization or group, including but not limited to a business or any other commercial entity, government entity, non-profit organization, or educational institution.

“BHN Developer Tools” means the (A) software development kit files (“SDK”), tools, programs, and utilities; (B) plug-ins or other APIs; (C) sandbox environments; (D) digital certificates; (E) sample code (including runtimes and libraries); (F) the BHN developer portal and any other BHN developer websites; (G) related documentation, technical specifications, notes, and explanatory materials; (H) other development items and associated or related materials provided to you by us; and (I) modifications, updates, upgrades, or copies of any of the foregoing items made available to you by BHN through BHN’s developer websites, including those hosted by BHN’s affiliates, or any other means.

“Feedback” means any and all suggestions, comments, and feedback that you submit to BHN, whether by letter, email, telephone, in-person, or at or via the BHN Developer Tools, in connection with the BHN Developer Tools or any BHN product or service.

License to You

Subject to the Developer Terms and while it remains in effect, BHN grants you a non-exclusive, revocable, non-sublicensable, nontransferable license to access, use, and integrate the BHN Developer Tools into your Application solely to test them in BHN’s sandbox environment.

License to BHN

You provide to BHN a paid-up, royalty-free, revocable, worldwide, non-exclusive, non-transferable license to use your Application for testing, review or other related purposes to ensure that your Application complies with these Developer Terms. You may revoke this license at any time by providing written notice to BHN. If you revoke this license, these Developer Terms will immediately terminate.

Passwords, Credentials, and Access

You must open an account with us to use the BHN Developer Tools. During registration, we will ask you for information, which may include but is not limited to, your name and other personal information and/or information about your Business. You must provide accurate and complete information to us, and you must keep that information current. You are fully responsible for all activity that occurs under your account, including any actions taken by persons to whom you have granted access to the account. We reserve the right to change the account type, suspend, or terminate the account of anyone who provides inaccurate, untrue, or incomplete information, or who fails to comply with the account registration requirements.

You are responsible for maintaining the security of your account, passwords, credentials, codes, certificates, and other files. You will immediately notify us of any unauthorized use of your password or account or any other breach of security. You will immediately take all reasonable steps to mitigate the breach and will cooperate with BHN and provide all information requested to remediate the breach. Any assistance provided by BHN in relation to a security breach does not in any way operate as acceptance or acknowledgement that BHN is in any way responsible or liable to you or any other party in connection with such breach.

Restrictions and Obligations

You may not use the BHN Developer Tools for any purpose other than as expressly set forth herein without BHN’s prior written consent, including without limitation to access BHN user data or information without authorization or in any manner or for any purpose that violates any law or regulation or any right of any person (including but not limited to intellectual property rights or rights of privacy). In addition, you shall not use the BHN Developer Tools in connection with or to promote any Applications or other products, services, or materials that constitute, promote, or are used to deal in: spyware, adware, or other malicious programs or code; counterfeit goods; items subject to U.S. embargo; unsolicited mass distribution of email (“spam”); multi-level marketing proposals; hate materials; hacking/surveillance/interception/descrambling equipment; libelous, defamatory, obscene, abusive or otherwise offensive content; stolen products or items used for theft; or other illegal purposes. Except as expressly and unambiguously authorized under the Developer Terms, you may not (i) copy, reproduce, create derivative works, rent, lease, sell, transfer, assign, sublicense, disassemble, reverse engineer or decompile, modify, alter, or otherwise attempt to copy, access or create any source code that is included in or derived from any part of the BHN Developer Tools, or (ii) otherwise use the BHN Developer Tools on behalf of any third party. You may not use any robot, spider, or other automatic device to access or use the BHN Developer Tools and you will not take any action that interferes with or disrupts the integrity or performance of, or attempt to gain unauthorized access to the BHN Developer Tools.

Support

BHN may provide you with support or modifications for the BHN Developer Tools (collectively, “Support”) in its sole discretion. BHN may terminate such Support at any time without notice to you. BHN may change, suspend, or discontinue any aspect of the BHN Developer Tools, at any time, including the availability of any API. BHN may release subsequent versions of APIs, and you may be required to use those subsequent versions. BHN may also impose limits on certain features and services or restrict your access to parts of or all of the BHN Developer Tools without notice or liability.

Sandbox Environment; Data

You may use the sandbox environment provided as part of the BHN Developer Tools (“Sandbox”) to test BHN’s various services. Your use of the Sandbox and any data or information you input into the Sandbox will be available only to users within your Business that access the Developer Tools. You will not be able to access the Sandbox without creating an account with BHN. You may only use anonymous, non-live data and you may not enter any confidential, sensitive or personally identifiable information into the Sandbox. Data and other information provided to or made available in the Sandbox is not encrypted. BHN will have no responsibility or liability for any information you enter into the Sandbox, or otherwise from your use of the Sandbox. You are fully responsible for the security of any data or information you provide in connection with the BHN Developer Tools, and you must comply with all applicable laws and rules in connection with your provision and use of such data and information.

Proprietary Rights

As between you and BHN, the BHN Developer Tools, BHN’s services and all intellectual property rights therein are and shall at all times remain the sole and exclusive property of BHN and are protected by applicable intellectual property laws and treaties. As between you and BHN, your Application and all intellectual property rights therein (but excluding any BHN intellectual property therein) are and shall at all times remain your sole and exclusive property.

Feedback

You agree that all Feedback is, and will be treated as, non-confidential and non-proprietary, except as otherwise specifically agreed to in writing or required by law. Except as prohibited by applicable law, you assign all right, title, and interest in, and BHN is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property or proprietary rights contained in the Feedback, for any purposes whatsoever and without any restriction of any kind. Where this assignment is prohibited by law, you grant BHN an exclusive, transferable, worldwide, royalty-free, fully paid-up license (including the right to sublicense) to use and exploit all Feedback as we may determine in our sole discretion. Such Feedback may include ideas for new or improved products or services, concepts, know-how, techniques, and the like. You understand and agree that BHN is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.

Trademarks

The Developer Terms do not include any right for you to use any trademark, service mark, trade name or any other mark of BHN or any other party or licensor. No rights or licenses are granted except as expressly and unambiguously set forth herein.

Confidentiality

“Confidential Information” means all information related to the BHN Developer Tools, including but not limited to the following: (i) any information you receive or enter via the BHN Developer Tools (including the sandbox environment), (ii) the BHN Developer Tools and all related information and materials, including without limitation API credentials and all access IDs and passwords, (iii) all information disclosed in writing and marked “confidential”, proprietary,” or with a substantially similar marking, (iv) all information disclosed orally and identified as confidential at the time of the disclosure, and (v) any other information that by its nature you understand or would reasonably be expected to understand to be BHN’s confidential information. You must maintain BHN’s Confidential Information in confidence and must not disclose it to third parties or use it for any purpose other than as necessary and required to develop your Application as permitted herein. If Confidential Information is required to be disclosed by a court, government agency, regulatory requirement, or similar disclosure requirement, you shall immediately notify BHN and use reasonable efforts to obtain confidential treatment or a protection order of any disclosed Confidential Information. Your obligations hereunder shall survive the termination of this Agreement. You acknowledge that monetary damages may not be a sufficient remedy for unauthorized use or disclosure of Confidential Information and that BHN will be entitled (without waiving any other rights or remedies) to injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction, without obligation to post any bond.

No Warranties

THE BHN DEVELOPER TOOLS AND BHN’S SERVICES ARE PROVIDED “AS IS” WITHOUT REPRESENTATION OR WARRANTY, WHETHER IT IS EXPRESS, IMPLIED, OR STATUTORY. WITHOUT LIMITING THE FOREOING, BHN, ITS LICENSORS, LICENSEES, AND ITS SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. FURTHER, BHN, ITS LICENSORS, LICENSEES, AND ITS SUPPLIERS DOES NOT WARRANT, REPRESENT, OR GUARANTEE IN ANY WAY THAT THE BHN DEVELOPER TOOLS OR BHN’S SERVICES ARE ACCURATE, RELIABLE, OR CORRECT; THAT THE BHN DEVELOPER TOOLS OR BHN’S SERVICES WILL MEET YOUR REQUIREMENTS; THAT THE BHN DEVELOPER TOOLS OR BHN’S SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED, ERROR-FREE, WITHOUT DEFECT OR SECURE; THAT ANY DEFECTS OR ERRORS IN THE BHN DEVELOPER TOOLS OR BHN’S SERVICES WILL BE CORRECTED; OR THAT THE BHN DEVELOPER TOOLS OR BHN’S SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR FIT FOR ANY PARTICULAR PURPOSE.

Limitation of Liability

EXCEPT AS MAY BE REQUIRED BY APPLICABLE LAW, IN NO EVENT WILL BHN, ITS LICENSORS, LICENSEES, AND ITS SUPPLIERS HAVE ANY LIABILITY TO YOU FOR ANY DAMAGES WHATSOEVER, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH THE BHN DEVELOPER TOOLS OR BHN’S SERVICES OR YOUR USE OR INABILITY TO USE THEREOF, INCLUDING BUT NOT LIMITED TO ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR DAMAGES BASED ON LOST PROFITS, LOST OR CORRUPTED DATA, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, HOWEVER CAUSED EVEN IF BHN, ITS LICENSORS, LICENSEES, AND ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.

Indemnification

You agree that BHN shall have no liability whatsoever for any use you make of the BHN Developer Tools or BHN’s Services. You shall indemnify and hold harmless BHN from any and all claims, damages, liabilities, costs and fees (including reasonable attorneys’ fees) arising from your Applications or otherwise from your use of the BHN Developer Tools or BHN’s Services, or your breach of this Agreement.

Term and Termination

These Developer Terms shall continue until terminated by either party. Either party may terminate these Developer Terms upon written notice to the other party at any time, for any reason or no reason including, but not limited to, if you violate any provision of these Developer Terms. Upon termination of these Developer Terms, (i) all rights and licenses under these Developer Terms shall immediately terminate; and (ii) you shall destroy and remove from all computers, hard drives, networks and other storage media all copies of the BHN Developer Tools, and shall so certify to BHN upon request that such actions have occurred. The following provisions: “Proprietary Rights,” “Feedback,” “Confidentiality,” “No Warranties,” “Limitation of Liability,” “Indemnification,” and “Miscellaneous,” and all accrued rights to payment (if any) shall survive termination of this Agreement.

Export Controls

You shall comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control (“OFAC”), or other United States or foreign agency or authority, and you shall not export, or allow the export or re-export of the BHN Developer Tools in violation of any such restrictions, laws or regulations. By accessing or using the BHN Developer Tools, you agree to the foregoing and represent and warrant that you (and the organization you represent) are not located in, under the control of, or a national or resident of any restricted country.

Miscellaneous

Unless the parties have entered into a written, fully executed amendment to this agreement regarding the BHN Developer Tools, this Agreement constitutes the entire agreement between you and BHN pertaining to the subject matter hereof and supersedes any and all written or oral agreements with respect to such subject matter. This Agreement, and any disputes arising from or relating to the interpretation thereof, shall be governed by and construed under California law without reference to its conflict of laws principles or the United Nations Conventions on Contracts for the International Sale of Goods. Except to the extent otherwise elected by BHN, any action or proceeding arising from or relating to this Agreement must be brought in a federal court in the Northern District of California or in state court in Alameda County, California, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. The prevailing party in any action arising out of this Agreement shall be entitled to an award of its costs and attorneys’ fees. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of BHN to act with respect to a breach of this Agreement by you or others does not constitute a waiver and shall not limit BHN’s rights with respect to such breach or any subsequent breaches. This Agreement may not be assigned or transferred by you for any reason whatsoever without BHN’s prior written consent and any action or conduct in violation of the foregoing shall be void and without effect. BHN may freely transfer or assign this Agreement and delegate any of its obligations hereunder.