ISV Use Case

1.1. ISV Use Case

Where the conditions set out in Section 3.3.3 of the Terms are satisfied, the Parties agree that Customer shall be considered an independent software vendor (“ISV”) that will incorporate, integrate or embed Our Materials (as defined below) into the software solutions Customer sells to its end-customers (“ISV Use Case”). All references in the Terms to “you”, “your” and “Customer” shall be deemed to refer to obligations applicable to you as an ISV.

1.2. Our Materials

In these Terms, “Our Materials” means our Services, application programming interfaces, software development kits, sample code, developer tools and other related documentation and materials made available by us in connection with the ISV Use Case, including, without limitation, through our Site. Section 5 (Intellectual Property and Data) of the Terms applies to Our Materials, which at all times remain our intellectual property.

1.3. ISV Licence

1.3.1 Subject to ISV’s compliance with the Terms and an Order Form between us and ISV, we grant to ISV a limited, non-exclusive, non-transferable, revocable licence to:

1.3.1.1. access Our Materials as necessary to develop, test, use and support a software application into which Our Materials are incorporated, integrated or embedded during the Term of the applicable Order Form (“ISV Application”); and 

1.3.1.2. sell the ISV Application to third-parties for the third-parties’ own respective internal business use (“ISV End Customer”) during the applicable Order Form Term pursuant to an EULA (defined below), but not for transfer, sublicense, or resale of any kind. 

1.3.2. For the avoidance of doubt, ISV’s licence under this Section 1 (ISV Licence and Requirements) shall not limit our ability to sell directly to ISV End Customer(s).

1.4. ISV’s Responsibilities

1.4.1. Licence Conditions.

1.4.1.1. ISV may use Our Materials and provide the ISV Application to ISV End Customers only in accordance with the Terms (including, without limitation, the applicable Documentation and Acceptable Use Policy), the applicable Order Form(s) and any associated authorizations and applicable terms related to such activities required by us. ISV is solely responsible for all acts, omissions and activities of ISV End Customers (and, where applicable, their respective end users) in respect of Our Materials and the ISV Application. 

1.4.1.2. ISV shall not engage in any deceptive, misleading, illegal or unethical marketing or activities or other actions that are or may be detrimental to our or our Affiliate(s)’ brand, reputation or goodwill. 

1.4.1.3. ISV shall ensure it has all necessary rights and consents to share information and data of ISV End Customers (and, where applicable, their respective end users) with us and for us to process same as necessary for the purposes of the ISV Use Case.  

1.4.1.4. ISV agrees not to access or use Our Materials for purposes that are inconsistent with this Section 1 (ISV License and Requirements). 

1.4.2. ISV End Customer’s Acceptance of EULA. The ISV Application made accessible to ISV End Customer shall be subject to each ISV End Customer agreeing to the EULA. ISV represents and warrants to us that each ISV End Customer shall be bound to the terms of the EULA. ISV shall not enter into any terms or conditions governing the use of Our Materials that are inconsistent with the EULA. In this Section, "EULA" means either:

(i) our then-current General Terms and Conditions available at https://bird.com/en/legal/terms (which may be amended from time to time in our sole discretion) (“GTCs”); or

(ii) ISV terms and conditions that incorporate terms, protections and use restrictions that are substantially similar to (but no less restrictive than) the GTCs (“ISV Terms”). 

1.4.3. Indemnity. You will indemnify the Provider Indemnified Parties on written demand against all Losses incurred or awarded against Provider Indemnified Parties in connection with any Claim by an unaffiliated third party alleging or arising out of: 

1.4.3.1. your failure to require ISV End Customers to accept the EULA; 

1.4.3.2. any differences between the ISV Terms and the GTCs; and/or

1.4.3.3. your ISV Application, including, without limitation, any claims that the ISV Application, your use of the ISV Application, or any ISV End Customer’s use of the ISV Application infringes or misappropriates such third party’s intellectual property rights. 

1.4.4. ISV End Customer actions. ISV shall promptly notify us in writing of any actual or suspected ISV End Customer non-compliance with the EULA insofar as it relates to the Services provided by us and will take whatever action we may direct (acting reasonably) to address the violation (which may include suspending or terminating your relationship with the ISV End Customer). All references in the Terms to our suspension, termination and other associated rights shall be deemed to apply in respect of the acts and omissions of ISV and ISV End Customers. For example, but without limitation, we may suspend your account pursuant to Section 2.4, 3.2 (IV) and/or 11.3 of the Terms where an ISV End Customer is violating the Terms referenced therein.

1.4.5. No resale or further ISV. ISV agrees that it will not, nor will it permit a third-party or ISV End Customer to, access Our Materials or use them to create any further third party ISV application or to resell or sublicense Our Materials in any manner.