Oyster Developer Terms

Effective Date: February 27, 2025

Preamble

These Oyster Developer Terms (“Developer Terms”) are an Additional Document and form part of the binding Agreement between Oyster and You (as referred to in Section 1.1 (Governing Agreements) of the Terms). Capitalized terms used in these Developer Terms but not otherwise defined herein have the meanings given in the Oyster Terms and Conditions.

These Developer Terms apply when You create an account on the Oyster Platform and govern Your access Oyster’s API’s, software, or other developer-related services or offerings through the “Developer” section of the Platform (“Developer Service”). When You access the Developer Service, you are considered a “Developer”, and these Developer Terms apply to You as a supplement to the Terms. Accordingly, reference to “You” will also be in Your capacity as a Developer. The Developer Service includes access to Oyster’s Developer Tools. The Developer Service is an Add-On Service as defined in the Terms, and accordingly, all relevant provisions of the Terms that apply to Services generally, apply to the Developer Service. Additionally, when You access the Developer Services, You agree to be bound by these Developer Terms. 

PLEASE REVIEW THESE DEVELOPER TERMS CAREFULLY AS YOU ARE RESPONSIBLE FOR READING AND UNDERSTANDING THESE DEVELOPER TERMS AS THEY FORM PART OF THE PARTIES’ CONTRACTUAL RELATIONSHIP. BY ACCESSING THE DEVELOPER SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS AS THEY APPLY TO THE DEVELOPER SERVICES. 

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To use the Developer Service and Developer Tools, you must agree to and comply with, at all times, these Developer Terms. Therefore, Your access to the Developer Service or Developer Tools constitutes Your agreement to comply with the Developer Terms. Notwithstanding any other provision of these Developer Terms, Oyster may immediately, in its sole and exclusive discretion, deny or terminate access to the Developer Service or Developer Tools in the case of any breach of the Developer Terms, the Website Terms of Use, or any other agreement between You and Oyster.

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In these Developer Terms, the following capitalized terms have the following meanings when used herein, unless specifically stated or context requires otherwise: 

1. Account means Your unique account used to access the Platform; 
2. Developer Data means all data submitted by You or on Your behalf to the Developer Service or via any Developer Tools.
3. Developer Tools means Oyster’s API credentials and other documents, code, software development kits and other utilities that Oyster may provide to You in connection with the Developer Service; 
4. Integration means an integration developed by You or on Your behalf between Your application (or application of Your choice) and the Platform via API or otherwise.
5. Oyster Data means all proprietary data of Oyster.
6. Technical Documents means pages, information, user guides, and all technical reference and other documentation that covers the Developer Tools.

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You are solely responsible for all actions taken under Your Account, whether or not any such actions are authorized by You. Oyster is not liable for any acts or omissions by You (or any other person) in connection with Your Account. 

You are required to protect the confidentiality of Your Account and for implementing appropriate security measures to protect the same. If You become aware of or suspect any unauthorized access to or use of Your Account, the Developer Service, or the Developer Tools, You are required to immediately notify Oyster of the same and provide any and all information that Oyster requests in connection with such actual or suspected unauthorized access.

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Oyster grants You a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access the Developer Service and use the Developer Tools: (i) to develop an integration or integrations between the a third-party product or application and the Platform; and (ii) for testing and supporting any such integration, in each case and at all times in accordance with these Developer Terms. Your rights in relation to the Developer Service and Developer Tools are limited to those expressly set out above, and no other right, title, or interest is granted to You. 

To the extent any part of the Developer Tools includes software, third party integrations, or other material offered by way of an open-source license, the provisions of the relevant open-source license governs Your use of any such part of software or material, including but not limited to whether Your use is an acceptable use of the applicable software, third party integration, or other material available through the Platform.

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For the avoidance of doubt (and without limitation), You:

1. (Compliance with Technical Documents) must comply with any Technical l Documents (as made available, and modified from time to time) in accessing the Developer Service and using the Developer Tools;
2. (Compliance with law and regulation) must comply with all applicable laws in connection with access to the Developer Tools. For the avoidance of doubt, this includes ensuring that You have an appropriate legal basis under applicable data protection law for the collection or processing of any data that You may transfer to or from the Oyster Platform using the Developer Service or Developer Tools; 
3. (Prohibited Actions) must not, nor procure, or permit another party to:
   1. make the Developer Tools available to anybody but You and Your authorized users; 
   2. use the Developer Tools in a manner that breaches any law or violates any third party rights, including by storing or transmitting unlawful material;
   3. attempt to gain unauthorized access to any Services, the Developer Tools, or any Oyster Data; 
   4. attempt to damage, harm, or impede any Services, the Developer Tools, or any of Oyster’s systems in any manner, including by the use of malicious code, trojans, viruses or worms;
   5. directly or indirectly modify, copy, or create any derivative works of the Developer Tools, or in whole or in part, or take any action to build a competing product or service;  
   6. remove, obscure, or alter any proprietary markings (or fail to reproduce them), including copyright, name, or other notices; and
   7. use the Developer Tools beyond that which is expressly permitted by these Developer Terms.

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1. In accordance with Section 4 (Grant of License by Oyster), Your access to the Developer Service and Developer Tools is purely in the form of a limited license. You agree and acknowledge that Oyster retains all right, title, and interest, in and to, the Developer Tools and any and all works or other materials and Intellectual Property developed, relied upon, or provided by Oyster for the purposes of the Developer Service (including any and all improvements, derivative works, and modifications of same). Oyster also owns all right, title, and interest, including all Intellectual Property and rights therein in the Oyster Data. You obtain no rights in any of the foregoing.
2. You retain all right, title, and interest in the Developer Data, and Oyster obtains no rights in the same. However, You agree and acknowledge that Oyster may collect and use any Developer Data or other information of Yours and any information transmitted via the Developer Services for Oyster to provide, improve, or modify the Developer Tools or its other products and services. If Oyster uses any such Developer Data or information, Oyster agrees and acknowledges that (where applicable and where required by law) such data will be anonymized or aggregated before use.  
3. If You provide any feedback to Oyster in relation to the Developer Tools or Developer Service, You agree that Oyster may use any feedback provided by You freely, without any restriction or obligation to You, irrespective of circumstance and that Oyster retains all right, title, and interest in Your feedback. 
4. Each Party retains all right, title, and interest in their Marks. Except as set out herein, neither Party may use the other Party’s Marks without prior written permission from the owner of the Marks. Each Party may, and each Party grants to the other, a limited, revocable, non-transferable, non-sublicensable, non-exclusive, fully paid up license to use each other’s Marks, solely for the purpose of promoting (or appearing in) any integration developed for the Developer Services or using the Developer Tools. You may only use Oyster’s Marks in accordance with any brand or other guidelines given by Oyster from time to time. Before making any announcements publishing any material featuring Oyster’s Marks for any purpose, You must first provide a copy of such material to Oyster for review and obtain Oyster’s prior written consent.

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1. (to the Developer Terms) Oyster may modify the Developer Terms and any Technical Documents in whole (or in part) from time to time in our sole and exclusive discretion. If Oyster makes any such amendments, Oyster will make the amended version of such documents available on our Website with notice provided to You via email or through the Platform. Your continued use of and access to the Developer Tools and Developer Service after any change is made shall constitute your acceptance of such changes. If You do not agree with the changes, Your sole and exclusive remedy is to terminate Your access to the Developer Platform by informing Oyster to remove your access to the Developer Tools and cease using the Developer Tools or accessing the Developer Service. 
2. (to the Developer Tools) You agree and acknowledge that the Developer Tools may be modified from time to time. This may include updates to the Developer Tools or discontinuing support for certain (or all) Developer Tools. Changes to the Developer Tools are at Oyster’s sole discretion and may occur with or without notice. Oyster may provide notice of any changes but is under no obligation to do so. You acknowledge that any such changes or discontinuances may affect any integration that You develop, and Oyster is not liable in any manner for any effects that its changes may have. You further agree and acknowledge that the Developer Tools and Developer Service may have downtime for maintenance or for other reasons, and Oyster is not liable to You due to any downtime, whether scheduled or unscheduled. Your sole remedy for any changes to the Developer Tools is termination.

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TO THE FULLEST EXTENT PERMITTED BY LAW, OYSTER MAKES NO WARRANTIES OF ANY NATURE (WHETHER EXPRESS OR IMPLIED) ABOUT THE DEVELOPER TOOLS OR DEVELOPER SERVICE. THE DEVELOPER TOOLS AND DEVELOPER SERVICE ARE PROVIDED “AS-IS” AND OYSTER DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, OR CONDITIONS OF ANY KIND, WHATSOEVER. THIS INCLUDES, BUT IS NOT LIMITED TO, ANY WARRANTIES, REPRESENTATIONS OR OTHER UNDERTAKINGS OR PROMISES AS TO MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, WHETHER EXPRESS OR IMPLIED OR ARISING OUT OF STATUTE OR LEGISLATION. IN ADDITION, NO WARRANTY IS MADE THAT THE DEVELOPER TOOLS OR DEVELOPER PORTAL WILL (A) MEET ANY PARTICULAR REQUIREMENTS YOU MAY HAVE, (B) BE TIMELY, UNINTERRUPTED, AVAILABLE FOR USE IN ALL LOCATIONS, ERROR-FREE, ACCURATE, RELIABLE, CURRENT OR COMPLETE, OR (C) BE FREE FROM HARMFUL CODE, VIRUSES, OR MALWARE.

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Oyster shall not be, under any circumstances, responsible or liable with respect to any claim arising out of, or related to, the Developer Service or Developer Tools (no matter how such claim arises) for: (a) any indirect, special, incidental, exemplary, punitive, or consequential damages; (b) any error or service interruption, or inability to access the Developer Service or use the Developer Tools; (c) the cost of obtaining replacement or substitute services or goods; (d) any damages related to loss or corruption of any form or data or content, howsoever described; (e) any loss of profits, revenue, goodwill; or (f) other losses of a similar intangible nature. These limitations of liability apply even if a Party has not been advised, or is not aware, of the possibility of such damage. 

TO THE FULLEST EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY, YOUR EXCLUSIVE REMEDY IS SET OUT IN THE DEVELOPER TERMS AND CANNOT BE AGGREGATED WITH ANY OTHER REMEDY THAT YOU HAVE, OR MAY HAVE, IN ACCORDANCE WITH ANY OTHER AGREEMENT. TO THAT END, OYSTER’S LIABILITY FOR ANY AND ALL CLAIMS RELATING TO YOUR USE OF THE DEVELOPER SERVICE OR DEVELOPER TOOLS CANNOT EXCEED US$10,000. TO THE EXTENT THAT THIS LIMITATION IS NOT ALLOWABLE UNDER LAW, THIS LIMITATION APPLIES TO THE MAXIMUM EXTENT PERMITTED BY LAW.

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AI and Personal Data: If you access or process Personal Data using Oyster’s APIs, some of that data might be processed by an Artificial Intelligence System to improve or provide Oyster’s Services. As a developer, you are responsible for ensuring that this use follows all applicable privacy laws and that data subjects are aware of how their data is being used.

For the avoidance of doubt and without limiting `Your obligations at law and under the Terms, You are: (a) required to maintain an appropriate privacy policy for the handling of data that You collect (including Developer Data); and (b) prohibited from collecting or processing data of any kind or in any manner contrary to applicable data privacy or data protection law, which may include consent of the data subject, data controller, or other person who provides data to You. If You transmit data to or from Oyster using the Developer Service or Developer Tools, You are solely responsible for ensuring that Your transfer of such data complies with applicable law, and You agree to indemnify and hold harmless Oyster and its affiliates and their directors, officers, employees, agents and assigns from and against all Liabilities associated with such data transmission as set out more specifically, and in accordance with, Section 11(b) of these Developer Terms. 

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To the fullest extent permitted by law, You agree to indemnify and hold harmless Oyster, its affiliates, and their directors, officers, employees, agents and assigns from and against all liabilities costs, claims, demands, damages, expenses, and losses of any kind (including, without limitation, attorney’s fees and costs) (together, Liabilities) arising out of or related to: (a) Your use of the Developer Tools and Developer Service and related data; (b) Your infringement of any law, regulation, or third party rights (including, without limitation, any intellectual property rights or matters referred to in Section 10 (Data Privacy)); (c) any modifications to the Developer Tools not authorized by Oyster; (d) any information, data (including Developer Data) or other content that You provide or transmit via the API’s or Integration; (e) any compromise of information or data (including Oyster Data) due to Your integration or use of the Developer Tools or Developer Service; and (e) any actual or alleged contravention or breach of the Developer Terms by You.

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You agree that You will reasonably and promptly attend to or cooperate with the following:

1.  (Security Documentation) provide security or other related documentation which may include (but is not limited to), previously conducted penetration test results and summaries, SOC reports, or any internal policies relating to security and privacy, including those relied upon by You in achieving any particular SOC or ISO (or other) certification; and

2.  (Security Reviews) subject to such reviews only being conducted no more than once in every 6 months, and with at least 14 days notice, as a condition to Your ongoing access to the Developer Service and/or Developer Tools, subject Yourself to security penetration testing, consistent with industry standards or best practice for such testing. If the results of any such testing demonstrate that Your security measures and policies are insufficient in Oyster’s sole discretion, You shall undertake all remedial measures to address any issues identified by such testing. 

The foregoing notwithstanding, You will: 

3.  (Security Measures) maintain or ensure the maintenance of appropriate technical, organizational, and administrative measures for the protection and integrity of all data (including Oyster Data) accessed via the Developer Service or Integration, consistent with industry standards; and

4.  (Report) promptly report any data security incident to Oyster in the event that such incident may involve the compromise of any Oyster Data, irrespective of whether the data security incident is required to be reported to any governmental authority at law.

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These Developer Terms remain in force until terminated by either Party. You may cease using the Developer Tools and Developer Service at any time. Each Party may terminate the Developer Terms for convenience on 14 days written notice.

In the event that Oyster (in its sole and exclusive discretion) determines that there has been a breach of the Agreement, or use of the Developer Tools by You in a manner that is suspicious, harmful, or that may have an adverse impact on Oyster or its systems, Oyster may immediately suspend Your access to the Developer Tools and terminate the Developer Terms, without liability to Oyster. Oyster, may in its sole and exclusive discretion, provide You with an opportunity to cure any breach of the Agreement in advance of suspending access or terminating the Developer Terms. 

In the event of termination, all rights and licenses granted to You under the Developer Terms and in connection with the Developer Service immediately cease. The following provisions of these Terms (including the rights and obligations attached thereto) survive termination of the Developer Terms:

1. Section 5 (Restrictions on Use); 
2. Section 6 (Intellectual Property and Branding); 
3. Section 8 (Disclaimers); 
4. Section 9 (Limitation of Liability); and
5. Section 10 (Indemnity).