Last Updated: April 20, 2020.
UNDERDOG TECHNOLOGIES, INC. DBA PINWHEEL (“PINWHEEL”) MAKES ITS APPLICATION PROGRAMMING INTERFACE, SOFTWARE DEVELOPMENT KIT, AND RELATED SOFTWARE AND SERVICES (“API/SDK”) AVAILABLE TO YOU PURSUANT TO THE TERMS OF THIS DEVELOPER POLICY (“DEVELOPER POLICY”). BY INTERACTING IN ANY WAY WITH THE API/SDK, YOU OR THE ENTITY OR COMPANY THAT YOU REPRESENT (“YOU”) UNCONDITIONALLY CONSENT AND AGREE TO BE BOUND BY AND A PARTY TO THIS DEVELOPER POLICY.
Subject to your full compliance with all of the terms and conditions of this Developer Policy, Pinwheel grants you a non-exclusive, revocable, nonsublicensable, nontransferable right to use the API/SDK (including the object code of any software made available by Pinwheel in connection with the API/SDK) to develop, use and make available website(s) and application(s) (“Your Apps”) that interoperate with the products and services offered by Pinwheel (the “Platform(s)”) and to access and receive payroll related information made available by Pinwheel through the API/SDK (“Content”). You may not use the API/SDK for any other purpose without Pinwheel's prior written consent. For clarity, your access to and use of the Platform and Content are governed by Pinwheel’s Terms of Service, available at https://getpinwheel.com/terms.
As between you and Pinwheel, the API/SDK, Platform, and Content, and all derivatives thereof and all intellectual property rights are and shall at all times remain the sole and exclusive property of Pinwheel or its licensors and are protected by applicable intellectual property laws.
Pinwheel expressly reserves the right to limit frequency and/or, up to the limit stated in the Platform payment plan that you have subscribed to, the number of API/SDK requests, in each case, in its sole discretion. Except as expressly authorized under this Developer Policy or by Pinwheel, you may not (A) copy, rent, lease, sell , transfer, assign, sublicense, dissemble, reverse engineer or decompile (except to the limited extent expressly authorized under applicable statutory law), modify or alter any part of the API/SDK or Content; use the API/SDK on behalf of any third party; attempt or provide a means to execute any "bulk download" operations, including without limitation by “crawling” the API/SDK or Content; cache or otherwise store any Content and/or modify any Content; (B) use the API/SDK or any Content in connection with or to promote any products, services or materials that constitute, promote or are used primarily for the purpose of dealing in: spyware, adware, spam, pornography or other offensive purposes; (C) use the API/SDK or any Content in any manner or for any purpose that violates any applicable law or regulation, or any right of any person including, but not limited to, intellectual property rights, rights of privacy and/or rights of personality; (D) use the API/SDK in a manner that adversely impacts the stability of the API/SDK; (E) use the API/SDK to send fraudulent requests; or (F) use the API/SDK to create a product or service that is competitive with the Platform.
To the extent your use of the API/SDK is made available for any fee, such fees are specified in the payment plan that you have subscribed to, and you agree to pay all such fees as provided in and subject to the terms of Pinwheel’s Terms of Service, available at https://getpinwheel.com/terms. Pinwheel reserves the right to change Pinwheel’s prices. If Pinwheel does change prices, Pinwheel will provide notice of the change on the Site or in email to you, at Pinwheel’s option, at least fourteen (14) days before the change is to take effect.
THE API/SDK AND CONTENT ARE PROVIDED “AS-IS” AND, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PINWHEEL, ITS AFFILIATES, LICENSORS, PARTICIPATING FINANCIAL INSTITUTIONS, THIRD-PARTY CONTENT OR SERVICE PROVIDERS, RETAILERS, DISTRIBUTORS, DEALERS AND SUPPLIERS (COLLECTIVELY, “SUPPLIERS”) DISCLAIM ALL GUARANTEES AND WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE API/SDK AND CONTENT, INCLUDING ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, QUALITY, TIMELINESS, AND NON-INFRINGEMENT. PINWHEEL DOES NOT WARRANT THAT API/SDK OR CONTENT WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, OR OTHER PROGRAM LIMITATIONS NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE API/SDK OR CONTENT, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM PINWHEEL OR THROUGH THE API/SDK SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS DEVELOPER POLICY. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. IN THAT EVENT, ANY IMPLIED WARRANTIES ARE LIMITED IN DURATION TO 60 DAYS FROM THE DATE OF PURCHASE, AS APPLICABLE. HOWEVER, SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.
Pinwheel reserves the right to modify this Developer Policy from time to time. If Pinwheel does this, Pinwheel will post the changes to this Developer Policy on this page and will indicate at the top of this page the date this Developer Policy was last revised. We will also notify you, either through the Platform user interface, in an email notification or through other reasonable means. Any such changes will become effective no earlier than thirty (30) days after they are posted, except that changes addressing new functions of the API/SDK or the Platform or changes made for legal reasons will be effective immediately. your continued use of the API/SDK after the date any such changes become effective constitutes your acceptance of the new Developer Policy.
This Developer Policy does not entitle you to any support for the API/SDK, unless you make separate arrangements with Pinwheel and pay all associated fees. Any such support provided by Pinwheel shall be subject to the terms of this Developer Policy as modified by the associated support agreement.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS DEVELOPER POLICY TO THE CONTRARY, THE ENTIRE CUMULATIVE LIABILITY OF PINWHEEL AND ITS SUPPLIERS FOR ANY REASON ARISING FROM OR RELATING TO THIS DEVELOPER POLICY OR YOUR LICENSE OR USE OF THE API/SDK OR CONTENT SHALL BE LIMITED TO THE AMOUNT PAID BY YOU TO PINWHEEL FOR THE API/SDK AND/OR CONTENT IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, ONE HUNDRED ($100) U.S. DOLLARS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PINWHEEL AND ITS SUPPLIERS ARE NOT LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR FOR DAMAGES RELATING TO LOSS OF BUSINESS, TELECOMMUNICATION FAILURES, LOSS, CORRUPTION, SECURITY OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF PROFITS OR INVESTMENT, TAX POSITIONS TAKEN BY YOU, INABILITY TO FILE YOUR TAX RETURN, DELAY IN PREPARING YOUR TAX RETURN , INCORRECT OR INCOMPLETE INFORMATION PROVIDED TO PINWHEEL, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE, EVEN IF PINWHEEL OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. IN NO EVENT DOES PINWHEEL ASSUME ANY LIABILITY TO ANY PARTY OTHER THAN YOU ARISING OUT OF YOUR USE OR INABILITY TO USE THE API/SDK OR CONTENT.
You shall defend, indemnify, and hold harmless Pinwheel from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, arising or resulting from your breach of this Developer Policy, any of Your Apps, or your other access, contribution to, use or misuse of the API/SDK or Content. Pinwheel shall provide notice to you of any such claim, suit or demand. Pinwheel reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting Pinwheel’s defense of such matter.
Subject to earlier termination as provided below, Pinwheel may terminate your account and this Developer Policy at any time by providing thirty (30) days prior notice to the administrative email address associated with your account. Your rights under this Developer Policy may be terminated by Pinwheel upon fifteen (15) days’ notice if you fail to comply with any term or condition of this Developer Policy, or upon ten (10) days’ notice upon failure to make the specified payments. Upon such termination, you must immediately cease using and destroy all copies of the API/SDK and Content (including any derivatives thereof) in your possession or control. Any termination of this Developer Policy shall not affect Pinwheel’s rights hereunder, including all accrued rights to payment and the terms of Sections 2 – 14. Pinwheel reserves the right to modify or discontinue, temporarily or permanently, the API/SDK and Content (or any part thereof). You may terminate your account with Pinwheel at any time from within your account settings.
If you are part of an agency, department, or other entity of the United States Government (“Government”), the use, duplication, reproduction, release, modification, disclosure or transfer of the API/SDK is restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The API/SDK is a “commercial item,” “commercial computer software” and “commercial computer software documentation.” In accordance with such provisions, any use of the API/SDK by the Government shall be governed solely by the terms of this Developer Policy.
To the extent the Content includes personal and financial information (“Sensitive Data”), you shall (A) store any such Sensitive Data securely and in accordance with applicable laws; (B) maintain administrative, technical, and physical safeguards that are designed to ensure the security, privacy, and confidentiality of Sensitive Data; (C) use industry standard cryptography when storing or transmitting any Sensitive Data; (D) maintain commercially reasonable access controls to ensure that only authorized individuals that have a business need have access to any Sensitive Data; (E) monitor your systems for any unauthorized access; (F) patch vulnerabilities in a timely fashion; (G) log and review any events suggesting unauthorized access; (H) plan for and respond to security incidents; and (I) comply with relevant rules and regulations with regard to the type of data you are handling.
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 API/SDK in violation of any such restrictions, laws or regulations. By using the API/SDK, you agree to the foregoing and represent and warrant that you are not located in, under the control of, or a national or resident of any restricted country.
You may not assign this Developer Policy without the prior written consent of Pinwheel, but Pinwheel may assign or transfer this Developer Policy, in whole or in part, without restriction. This Developer Policy (and any additional terms and conditions with which Pinwheel amends or supplements this Developer Policy), together with the Pinwheel Terms of Service, is a complete statement of the agreement between you and Pinwheel with regards to the subject matter hereof, and sets forth the entire liability of Pinwheel and its Suppliers and your exclusive remedy with respect to the API/SDK and Content and their use. You agree that Pinwheel is not acting as your agent or fiduciary in connection with your use of the API/SDK or Content. The Suppliers, agents, employees, distributors, and dealers of Pinwheel are not authorized to make to make any additional representations, commitments, or warranties binding on Pinwheel. Any waiver of the terms herein by Pinwheel must be in a writing signed by an authorized officer of Pinwheel and expressly referencing the applicable provisions of this Developer Policy. Pinwheel shall be not be liable for any default or delay in the performance of its obligations under this Developer Policy to the extent its performance is delayed or prevented due to causes beyond its reasonable control, such as acts of God, natural disasters, terrorist acts, war or other hostilities, labor disputes, civil disturbances, the actions or omissions of third parties, electrical or communication system failures, or governmental action. If any provision of this Developer Policy is invalid or unenforceable under applicable law, then it shall be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law, and the remaining provisions will continue in full force and effect. This Developer Policy will be governed by New York law as applied to agreements entered into and to be performed entirely within New York, without regard to its choice of law or conflicts of law principles that would require the application of law of a different jurisdiction, and applicable federal law. The parties hereby consent to the exclusive jurisdiction and venue in New York County, New York. Headings are included for convenience only, and shall not be considered in interpreting this Developer Policy. As used in this Developer Policy “including” means “including but not limited to”. This Developer Policy does not limit any rights that Pinwheel may have under trade secret, copyright, patent or other laws.