Developer Terms

1. Permissions

2. Updates and Support

Blocks may, but is under no obligation to maintain, support, update, or provide error corrections for the Applications Framework. If Blocks provides you with an update or maintenance release for the Applications Framework, unless you receive a separate license from Blocks for that update or release that expressly supersedes these Developer Terms, such update or release will be subject to the terms and conditions of these Developer Terms.

3. Your Developed Application

While developing your Developed Application you agree to comply with all applicable law, and to obtain and maintain all consents and permissions required in connection with the collection, use, storage and sharing of data if any. If your Developed Application collects such data you must obtain the explicit consent of the end user before collecting, using, posting, or sharing any Customer Data obtained through Your Developed Application. In no event shall you or Your Developed Application engage in any transmission, storage, access or other use of Customer Data outside the scope of what the end user consented. In respect of any third party "open source" software or other third party intellectual property in Your Developed Application ("Third Party Code"): (1) You will fully comply with any terms and conditions governing such Third Party Code, including without limitations, displaying any attributions, copyright information and other notices, terms and conditions that may be required to be provided to end users based on your use of such Third Party Code; (2) you shall use only Third Party Code that does not impose any obligation on, or affect Blocks, the end users, or any aspect of our Services and related intellectual property, on an ordinary use and exploitation of Your Developed Application (including as indicated in any terms applicable between you and Blocks).

4. Services Data

Results, usage statistics, data, or information (in the aggregate or otherwise) derived from Your Developed Application's use of the Applications Framework ("Services Data") may be used only for your internal business purposes.

5. Acceptable Use

You may not use or access the Applications Framework or Services for any unlawful purpose, for any purpose not expressly authorized hereunder, or in any manner that is inconsistent with the Developer Terms. In addition, you agree that Your Developed Application will not: 1. contain any content that: (i) infringes, misappropriates or violates a third party's patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances; 2. use, display, mirror or frame the Services or any individual element within the Services, without Blocks's express written consent; 3. access, tamper with, or use non-public areas of the Services, Blocks's computer systems, or the technical delivery systems of Blocks's providers; 4. attempt to probe, scan or test the vulnerability of any Blocks system or network or breach any security or authentication measures; 5. avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Blocks or any of Blocks's providers or any other third party (including another user) to protect the Services; 6. collect or store any personally identifiable information from the Services from other users of the Services without their express permission; or 7. violate any applicable law or regulation. 8. use Third Party Code that imposes any obligation on, or affect Blocks, the end users, or any aspect of our Services, and related intellectual property, on an ordinary use or any exploitation of Your Developed Application.

6. End User Data Protection

If you collect through your Developed Application, data from the end users including personal data, content, Customer Data or any other data from the end users who have installed Your Developed Application (collectively "End User Data"), either as part of Your Developed Application's performance and activities, or data you collect from the end users in connection with their usage of Your Developed Application or any other lawful reason, you agree:

7. Ownership

The Applications Framework is licensed, not sold, and Blocks retains ownership thereof, including all intellectual property rights therein and reserves all rights not expressly granted to you in these Developer Terms. For clarity, ownership of Your Developed Application, and any intellectual property rights relating to it that are not expressly addressed in these Developer Terms, shall be determined in accordance with Section 7 of the Terms of Service.

8. Feedback

As a developer, you may provide suggestions, comments, feature requests or other feedback to any of Blocks Materials, the Blocks Service or the Applications Framework ("Feedback"). Such Feedback is deemed an integral part of Blocks Materials, and as such, it is the sole property of Blocks without restrictions or limitations on use of any kind. Blocks may either implement or reject such Feedback, without any restriction or obligation of any kind.

9. Term and Termination

The Developer Terms remain effective as of the Effective Date until terminated. You may terminate the Developer Terms at any time by providing notice of such termination to Blocks. If you breach any term or condition of these Developer Terms, Blocks may, at its sole discretion, without notice: (a) suspend your and Your Developed Application's access to the Applications Framework or Services; (b) terminate all licenses or permissions granted hereunder; or (c) terminate these Developer Terms. Blocks may, at its sole discretion, terminate these Developer Terms or any licenses or permissions granted hereunder, by providing you with thirty (30) days' notice of such termination. Upon termination, (a) all licenses or permissions granted to you hereunder will terminate; (b) you will terminate Your Developed Application's access to and use of the Applications Framework; and (c) you will, within fifteen (15) days of termination, destroy all copies of the Services Data and any confidential information of Blocks. Sections 1 (with respect to License Restrictions only), 5, 6, 7, 9, 10, 11, 12, 13, 15 and 16 will survive termination of these Developer Terms.

10. No Warranty

THE APPLICATIONS FRAMEWORK IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND. BLOCKS EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT, AND ANY WARRANTIES AND CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE RELATIVE TO THE APPLICATIONS FRAMEWORK. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM ELSEWHERE WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THESE DEVELOPER TERMS.

11. Limitation of Liability

BLOCKS'S TOTAL LIABILITY TO YOU FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY UNDER THESE DEVELOPER TERMS WILL BE LIMITED TO AND WILL NOT EXCEED ONE HUNDRED DOLLARS. EXCEPT FOR BREACH OF SECTION 10 AND YOUR INDEMNITY OBIGATIONS UNDER SECTION 12, IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) OR FOR THE COST OF PROCURING SUBSTITUTE PRODUCTS ARISING OUT OF OR IN CONNECTION WITH THESE DEVELOPER TERMS OR THE USE OR PERFORMANCE OF THE APPLICATIONS FRAMEWORK, WHETHER SUCH LIABILITY ARISES FROM A CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE DEVELOPER TERMS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

12. Indemnity

You agree to defend, indemnify, and hold Blocks harmless from and against any liabilities, losses, damages, judgments, fines, penalties, costs and expenses (including reasonable attorneys' fees and court costs), as incurred, arising out of or resulting from any third-party claim, action, or proceeding brought against Blocks (any "Claim") arising from Your Developed Application or use of the Applications Framework (including without limitations, any alleged infringement, violation, misappropriation of any third party right (e.g. intellectual property rights and privacy rights) or your breach of these Developer Terms. Upon receiving a Claim, Blocks being shall provide written notice to you and allow you to assume control over the defense and/or settlement of the claim, provided that Blocks reserves the right to retain counsel, at its own expense, to participate in the defense and settlement of the Claim.

13. Confidentiality

The Applications Framework is the confidential information of Blocks and you agree not to use it except as expressly authorized hereunder and as necessary to exercise your rights under these Developer Terms. Except as expressly authorized hereunder, you will not disclose Blocks's confidential information to any third party. Notwithstanding the foregoing, you may disclose Blocks's confidential information to those of your employees and subcontractors that need to know such confidential information for the purpose of performing under these Developer Terms, provided that each such employee or subcontractor is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective as those set forth herein. You agree to use all reasonable efforts to maintain the confidentiality of Blocks's confidential information, but in no event less than the efforts that you ordinarily use with respect to your own proprietary information of similar importance.

14. Modification

Blocks may modify the terms of these Developer Terms, at any time and in its sole discretion. Notice of any change by email, to your address as provided to Blocks, or the posting of a change notice, or a new agreement on the Blocks website, shall be considered sufficient notice to you of a modification to these Developer Terms. If any noticed modification to these Developer Terms is unacceptable to you, your sole recourse will be to terminate these Developer Terms in accordance with Section 9 above. Your access and/or use of the Applications Framework after receiving such notice will constitute your acceptance of the noticed modifications.

15. Governing Law and Jurisdiction

These Developer Terms and any action related thereto will be governed and interpreted by and under the laws of the State of Israel without giving effect to any conflicts of laws principles that require the application of the law of a different jurisdiction. Courts of competent jurisdiction located in Tel Aviv-Jaffa, Israel, will have the sole and exclusive jurisdiction and venue over all controversies and claims arising out of, or relating to, these Developer Terms. You and us mutually agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Developer Terms.

16. General

Neither us nor you will be liable by reason of any failure or delay in the performance of its obligations on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, interruption or failure of the Internet or any utility service, failures in third-party hosting services, strikes, shortages, riots, fires, acts of God, war, pandemics, terrorism, and governmental action. The parties are independent contractors. These Developer Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. There are no third party beneficiaries to these Developer Terms. We will use your contact details that we have in our records, in connection with providing you notices, as provided herein. Our contact details for any notices are detailed below. You acknowledge that notices that we provide you, in connection with these Developer Terms, will be provided via e-mail or otherwise in connection with your use of the Applications Framework. Any notice to you will be deemed given upon the earlier of: (i) receipt; or (ii) 24 hours of delivery. Notices to us will be provided to Blocks Platforms Ltd., at legal@blocks.diy. These Developer Terms, and any and all rights and obligations hereunder, may not be transferred or assigned by you without our written approval. We may assign our rights and/or obligations hereunder without your consent or prior notice to you. Subject to the foregoing conditions, these Developer Terms will bind and inure to the benefit of the parties, their respective successors, and permitted assigns. Any assignment not authorized herein will be null and void. These Developer Terms will be enforced to the fullest extent permitted under applicable law. If any provision of these Developer Terms is held by a court of competent jurisdiction to be contrary to law, the provision will be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Developer Terms will remain in effect. No failure or delay by either party in exercising any right under these Developer Terms will constitute a waiver of that right. No waiver under these Developer Terms will be effective unless made in writing and signed by an authorized representative of the party being deemed to have granted the waiver.