Developer Terms of Service

These Developer Terms of Service ("Terms") constitute a legally binding agreement between you ("Developer," "you," or "your") and Whatalo ("Whatalo," "we," "us," or "our"), a company incorporated in the Dominican Republic, governing your participation in the Whatalo Developer Program and use of the Whatalo Platform APIs.

By registering for a developer account, accessing the Whatalo APIs, or submitting a plugin to the Whatalo Marketplace, you acknowledge that you have read, understood, and agree to be bound by these Terms.

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1. Definitions

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2. Account Registration and Eligibility

2.1 Eligibility

To participate in the Whatalo Developer Program, you must:

• Be at least 18 years of age or the age of legal majority in your jurisdiction.
• Have the legal authority to enter into binding agreements.
• Provide accurate, current, and complete registration information.
• If acting on behalf of an entity, have the authority to bind that entity to these Terms.

2.2 Account Responsibilities

You are responsible for:

• Maintaining the confidentiality of your account credentials, API keys, and secrets.
• All activities that occur under your developer account.
• Promptly notifying Whatalo of any unauthorized access to or use of your account.
• Keeping your contact information, payment details, and tax information current.

2.3 One Account Per Entity

Each legal entity or individual may maintain only one developer account. Duplicate accounts may be terminated without notice.

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3. License Grant

3.1 License to Developer

Subject to your compliance with these Terms, Whatalo grants you a limited, non-exclusive, non-transferable, revocable, worldwide license to:

• Access and use the Whatalo APIs to develop, test, and distribute Plugins.
• Use Whatalo's developer documentation, SDKs, and CLI tools for Plugin development.
• Display the Whatalo name and approved trademarks solely for the purpose of identifying compatibility with the Platform.

3.2 License to Whatalo

By submitting a Plugin to the Marketplace, you grant Whatalo a non-exclusive, worldwide, royalty-free license to:

• Host, distribute, display, and promote your Plugin through the Marketplace and related marketing channels.
• Reproduce your Plugin listing content (name, description, screenshots, icon) for promotional purposes.
• Test, review, and audit your Plugin for compliance with these Terms and our Review Guidelines.

3.3 Developer Retains Intellectual Property

You retain all intellectual property rights in your Plugin, including source code, trade secrets, and proprietary technology. Nothing in these Terms transfers ownership of your Plugin to Whatalo. The licenses granted in Section 3.2 are limited to the purposes described therein and terminate upon removal of your Plugin from the Marketplace, subject to Section 12 (Termination).

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4. API Usage Rules

4.1 General API Conduct

When using the Whatalo APIs, you must:

• Comply with all documented rate limits and usage quotas.
• Implement appropriate caching strategies to minimize unnecessary API calls.
• Handle API errors gracefully and implement exponential backoff for retries.
• Use API versioning as documented and migrate to new versions within the communicated deprecation timeline.

4.2 Authentication and Credentials

• API keys, OAuth tokens, and all credentials are confidential information.
• Never expose credentials in client-side code, public repositories, or logs.
• Rotate credentials immediately if you suspect they have been compromised.
• Use OAuth 2.0 flows as documented; do not implement custom authentication bypasses.

4.3 Rate Limits

Whatalo enforces rate limits to ensure platform stability. Current rate limits are published in the API documentation and may be adjusted at Whatalo's discretion. Repeated violations of rate limits may result in temporary or permanent suspension of API access.

4.4 Data Usage

• Only request OAuth scopes that are strictly necessary for your Plugin's functionality (principle of least privilege).
• Do not store data beyond what is required for your Plugin's stated purpose.
• Delete all store and user data within 30 days of a Plugin uninstallation.

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5. Restrictions

You shall not, and shall not permit any third party to:

• Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Platform or APIs.
• Use the APIs for competitive benchmarking, performance analysis, or to build a competing service.
• Sublicense, sell, or transfer your API access or developer account to any third party.
• Circumvent or attempt to circumvent any rate limits, security mechanisms, or access controls.
• Use the APIs to send unsolicited communications (spam) to Store Owners or End Users.
• Introduce malicious code, viruses, or any harmful components through your Plugin or API usage.
• Misrepresent your Plugin's functionality, authorship, or affiliation with Whatalo.
• Access or attempt to access data belonging to stores that have not installed your Plugin.

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6. Representations and Warranties

You represent and warrant that:

• You have the legal right and authority to enter into these Terms and to perform your obligations hereunder.
• Your Plugin does not and will not infringe, misappropriate, or violate any third-party intellectual property rights, privacy rights, or other legal rights.
• Your Plugin complies with all applicable laws and regulations in the jurisdictions where it is made available.
• All information you provide to Whatalo is accurate, current, and complete.
• Your Plugin does not contain any malicious code, backdoors, or undisclosed data collection mechanisms.
• You will maintain adequate security measures to protect any data accessed through the APIs.

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7. Indemnification

You agree to indemnify, defend, and hold harmless Whatalo, its officers, directors, employees, agents, and affiliates from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to:

• Your Plugin or its use by Store Owners or End Users.
• Your breach of these Terms or any applicable law.
• Your violation of any third-party rights, including intellectual property and privacy rights.
• Any data breach or security incident involving data accessed through your Plugin.

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8. Disclaimer of Warranties

Whatalo expressly disclaims all warranties, including but not limited to:

• Implied warranties of merchantability, fitness for a particular purpose, and non-infringement.
• Any warranty that the Platform or APIs will be uninterrupted, error-free, or secure.
• Any warranty regarding the accuracy, reliability, or completeness of any data accessed through the APIs.
• Any warranty regarding the number of Store Owners who will install or use your Plugin.

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9. Limitation of Liability

9.1 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WHATALO'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY WHATALO TO YOU (OR BY YOU TO WHATALO) DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

9.2 Exclusion of Consequential Damages

IN NO EVENT SHALL WHATALO BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, OR GOODWILL, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF WHATALO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.3 Essential Purpose

The limitations in this Section 9 apply even if any limited remedy fails of its essential purpose.

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10. Governing Law and Dispute Resolution

10.1 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the Dominican Republic, without regard to its conflict-of-laws principles.

10.2 Dispute Resolution

Any dispute arising out of or relating to these Terms shall first be attempted to be resolved through good-faith negotiation between the parties for a period of thirty (30) days. If the dispute cannot be resolved through negotiation, it shall be submitted to the competent courts of the Dominican Republic, to which both parties irrevocably submit.

10.3 Language

In the event of any conflict between the English and Spanish versions of these Terms, the English version shall prevail for legal interpretation purposes.

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11. Confidentiality

11.1 Confidential Information

Each party acknowledges that it may receive confidential information from the other party. "Confidential Information" includes API keys, business plans, technical specifications, user data, and any information designated as confidential.

11.2 Obligations

The receiving party shall:

• Use Confidential Information solely for the purposes of these Terms.
• Protect Confidential Information with at least the same degree of care it uses for its own confidential information, but no less than reasonable care.
• Not disclose Confidential Information to third parties without prior written consent.

11.3 Exceptions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party before disclosure; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law or court order.

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12. Termination

12.1 Termination by Developer

You may terminate these Terms and close your developer account at any time by providing written notice to Whatalo. Upon termination, you must comply with the wind-down obligations in the Plugin Marketplace Agreement.

12.2 Termination by Whatalo

Whatalo may terminate these Terms:

• With notice: By providing thirty (30) days' written notice to your registered email address.
• Immediately: If you materially breach these Terms, engage in fraudulent or illegal activity, pose a security risk to the Platform, or repeatedly violate the Acceptable Use Policy.

12.3 Effects of Termination

Upon termination:

• Your license to use the APIs is immediately revoked.
• Your Plugins will be removed from the Marketplace.
• You must cease all use of Whatalo APIs, SDKs, and trademarks.
• You must delete all data obtained through the APIs within thirty (30) days.
• Whatalo will pay any outstanding and undisputed fees owed to you as of the termination date.

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13. Modifications to Terms

Whatalo reserves the right to modify these Terms at any time. We will provide at least thirty (30) days' prior written notice of material changes via email or through the Developer Portal. Your continued use of the APIs or Marketplace after the effective date of any modification constitutes your acceptance of the modified Terms. If you do not agree to the modified Terms, your sole remedy is to terminate your participation in the Developer Program.

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14. Survival

The following sections survive termination of these Terms: Section 1 (Definitions), Section 3.3 (Developer Retains IP), Section 5 (Restrictions), Section 7 (Indemnification), Section 8 (Disclaimer), Section 9 (Limitation of Liability), Section 10 (Governing Law), Section 11 (Confidentiality), and Section 14 (Survival).

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15. General Provisions

15.1 Entire Agreement

These Terms, together with the Plugin Marketplace Agreement, Review Guidelines, Privacy & Data Requirements, Acceptable Use Policy, and any applicable order forms, constitute the entire agreement between you and Whatalo regarding the subject matter hereof.

15.2 Severability

If any provision of these Terms is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect.

15.3 No Waiver

Whatalo's failure to enforce any provision of these Terms shall not constitute a waiver of that provision or any other provision.

15.4 Assignment

You may not assign or transfer these Terms without Whatalo's prior written consent. Whatalo may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets.

15.5 Notices

All notices under these Terms shall be sent to the email address associated with your developer account. Notices to Whatalo shall be sent to the contact information provided in the Developer Portal.

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