Linktree BETA Developer Terms and Conditions

Last updated: 29 November 2021

These Linktree Developer Terms and Conditions (“Terms”) govern your access to and use of the Licensed Materials, and are designed to enable developers to create applications, services, link functionality, themes or other content that may be used in connection with the Linktree Service, and where applicable, publish such applications, services, link functionality, themes or other content on the Linktree App Store, as part of the App Store Beta Program. Upon entering the Beta Partner Agreement, these Terms will form a binding agreement between the entity that executes the Beta Partner Agreement (“you”) and Linktree Pty Ltd (“us” or “Linktree”). Until such time as these Terms are terminated in accordance with clause 10, these Terms apply in place of Linktree’s standard terms applicable to the use of the Licensed Materials and the Linktree App Store, as published on the Developer Portal.

These Terms do not govern your access to and use of the Linktree Service, which is governed by the Linktree Terms and Conditions available at https://linktr.ee/s/terms/.

(1). Use Case Approval Process

(a) Prior to any production use of Your App, or use or Integration of Licensed Materials on Your Platform (“Proposed Use Case”), you must submit your Proposed Use Case to the Use Case Approval Process, including:

1. details of proposed functionality, use and purpose of the Proposed Use Case;
2. all documentation required by the Use Case Approval Process (which will differ depending on the nature of the Proposed Use Case, but may include source code, information on security controls, End User terms and privacy policy, marketing collateral and Linktree App Store profile); and
3. any other supporting information, materials or demonstrations required by Linktree,

for Linktree’s assessment (“Your Submission”). You warrant that the information you provide us in the Use Case Approval Process is complete, accurate and not misleading.

(b) Linktree may approve Your Submission unconditionally or subject to conditions, or refuse Your Submission, acting reasonably.

(c) If Linktree:

1. refuses Your Submission, then it may in its sole discretion, provide reasons for such refusal, including any changes to Your Submission or the Proposed Use Case that it requires in order to approve Your Submission; or
2. approves Your Submission, then:
   1. it will provide notice of approval, stating any conditions applicable to such approval;
   2. you will be permitted to use Your App or Your Platform (as applicable) with the relevant Licensed Materials in accordance with the Proposed Use Case as specified in Your Submission and any approval conditions (“Approved Use Case”); and
   3. where contemplated by the Approved Use Case, Linktree may publish Your App on the Linktree App Store in the form approved in Your Submission promptly after the later of our approval of Your Submission and the launch date of the Linktree App Store, and subject to clause 3.

(d) You must also promptly resubmit to and obtain reapproval under the Use Case Approval Process if:

1. you update, upgrade or modify Your App, or change the manner in which Licensed Materials are used on or Integrated with Your Platform, in any material respect;
2. you wish to use Your App or any Licensed Materials for any purpose other than as expressly permitted in the Approved Use Case; or
3. Linktree otherwise requires.

(e) If Linktree refuses Your Submission following any resubmission under clause 2(d), then without limiting any other Linktree rights under these Terms, Linktree may:

1. suspend your access to the Licensed Materials; or
2. remove the publication of Your App from the Linktree App Store,
3. until such time as you obtain reapproval under clause 2(d).

(2). Registration Process

In order to access and use the Developer Portal (following launch) you must follow the registration process available on the Developer Portal (“Registration Process”). You warrant that the information you provide us in the Registration Process is complete, accurate and not misleading. You consent to us collecting the information you provide us in the Registration Process in accordance with our Privacy Notice.

As part of the Registration Process, you will be issued with Access Credentials to access the Developer Portal. You must keep your Access Credentials confidential and secure, and not permit any third party to access the Developer Portal or the Licensed Materials using your Access Credentials. You are responsible and liable for the acts and omissions of any person that accesses the Developer Portal or the Licensed Materials using your Access Credentials as if those acts and omissions were your own.

You may not assign or transfer your registered account or the rights under these Terms to any other person without our prior written consent.

(3). Linktree App Store

If Your App is published on the Linktree App Store, then the terms of this clause 3 will apply.

You appoint Linktree as your agent for the limited purposes of publishing and marketing Your App on, and supplying Your App to End Users via, the Linktree App Store, and any activities associated with these purposes.

Each supply by Linktree of Your App to an End User will be unless otherwise expressly stated in the relevant Approved Use Case, subject to Your EULA.

You acknowledge and agree that you are solely responsible to End Users for Your App, including:

1. support and maintenance of Your App;
2. handling all End User support requests and complaints; and
3. all claims and liabilities in connection with Your App.

Unless expressly permitted by the Permitted Purpose, you must not:

1. supply Your App directly to End Users other than pursuant to this clause 3; or
2. charge End Users in connection with their use of Your App (which, to avoid doubt, does not preclude you from charging End Users for the supply of any other goods or services unrelated to Your App).

You acknowledge and agree that we may invite End Users to review or rate Your App, and that such reviews or ratings may be published on the Linktree App Store in a form and manner determined by Linktree in its sole discretion. If you have concerns regarding any review or rating of Your App published on the Linktree App Store, including any concerns relating to the compliance of such review or rating with law or Linktree’s policies, you may notify us via the Developer Portal.

(4). Linktree Intellectual Property Rights

All Intellectual Property Rights in and to the Licensed Material and the Linktree App Store will remain vested in Linktree or its licensors.

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, revocable, non-sublicensable licence during the Term to use the Licensed Material to the extent required for you to:

1. develop and operate Your App; and
2. integrate Your App or Your Platform with any Licensed Material,

for the purposes described in, and subject to any conditions, limitations, restrictions or requirements specified in, the applicable Licensed Materials Terms and Approved Use Case (“Permitted Purpose”). To the extent that there is any inconsistency between the purposes described in the applicable Licensed Materials Terms and the Approved Use Case, the purposes described in the Approved Use Case will prevail to the extent required to resolve the inconsistency. We are responsible for ensuring that we have all necessary rights and consents required in order to grant you the aforementioned licence.

You must not:

1. use, display or publish any of the Linktree Marks without our prior written consent in connection with Your App or Your Content or otherwise;
2. sublicense, assign or transfer your licence to the Licensed Material to any third party;
3. other than as expressly permitted by the Permitted Purpose, commercially exploit the Licensed Materials;
4. disclose any of the Licensed Materials to any third party unless expressly permitted by the Permitted Purpose;
5. use the Licensed Materials in a manner that infringes law or the rights of any person (including Intellectual Property Rights);
6. reverse engineer, or attempt to extract source code from the Licensed Materials, the Linktree Service, the Linktree App Store or any associated software, servers or networks; or
7. interfere with, disrupt or harm the Licensed Materials, the Linktree Service, the Linktree App Store or any associated software, servers or networks, including by introducing any Virus.

If Linktree grants written consent to your use of the Linktree Marks, you must comply with Linktree’s current brand guidelines made available on the Developer Portal or otherwise by Linktree in respect of such use.

(5). Your Intellectual Property Rights

All Intellectual Property Rights in and to Your IP will remain vested in you or your licensors.

You grant us a non-exclusive, irrevocable, royalty-free, sublicensable, and worldwide licence to use Your IP as required to give effect to and perform the activities contemplated by these Terms and as reasonably necessary for us to continue to supply, maintain, and improve the Linktree Service. You agree that our use of Your IP may involve linking to, copying, modifying, translating, distributing, or publishing (including on the Linktree Service or Linktree App Store) Your IP. You are responsible for ensuring that you have all necessary rights and consents required in order to grant us the aforementioned licence.

(6). Your Obligations

You must ensure that Your App, Your Platform and Your Content:

1. does not infringe law or the rights of any person (including Intellectual Property Rights);
2. does not contain, promote, or Process any data or content that could be reasonably considered to be obscene, inappropriate, defamatory, disparaging, indecent, seditious, offensive, threatening, abusive, liable to incite racial hatred, discriminatory;
3. does not contain, promote, or Process any data or content that is misleading or deceptive, or that is intended to misinform or deceive;
4. does not contain any Viruses; and
5. will not bring Linktree into disrepute.

You must:

1. unless otherwise specified in the relevant Approved Use Case, enter into written agreements with End Users of Your App that contain terms consistent with these Terms, including your obligations under clause 6(a) (“Your EULA”); and
2. establish appropriate processes and systems designed to assess and remove any content submitted by your End Users that would contravene clause 6(a).

If you intend to discontinue the supply of Your App, you must:

1. give Linktree as much prior notice of the discontinuance as is reasonably practicable; and
2. cooperate with Linktree to coordinate any publication or messaging of the discontinuance to End Users, and without prejudice to clause 7(b) or 7(c), obtain Linktree’s prior approval of such publication or messaging.

(7). Confidentiality, Publicity, and Marketing

Each party’s obligations in respect of Confidential Information of the other party are governed by the Beta Partner Agreement and the Non-Disclosure Agreement entered into by the parties.

You must not register or purchase pay-per-click advertising keywords (including Google Ads), trade marks, email addresses, domain names, or URLs that use the Linktree Marks or any terms that may be confusingly similar to the Linktree Marks.

You agree that we may:

1. use the functionality of Your App or the profile of Your App in the Linktree App Store in our marketing materials; and
2. communicate directly with End Users in relation to Your App subject to Linktree’s compliance with Privacy Laws.

(8). Privacy

(a) Subject to clause 8(b), if you receive any Linktree Content that contains Personal Data in connection with these Terms, including via any Integration of Your App or Your Platform with the Licensed Materials, then you will be a “data controller” for such Personal Data and you must:

1. ensure that you have given all notifications to, and obtained all consents from, relevant data subjects required in order for you to Process such Personal Data in accordance with all applicable Privacy Laws;
2. implement and maintain a privacy policy that complies with all applicable Privacy Laws, and only Process such Personal Data in accordance with that privacy policy; and
3. unless expressly permitted by the Permitted Purpose, not sell such Personal Data, or any insights derived from such Personal Data, or use such Personal Data for lead generation.

(b) If the applicable Licensed Materials Terms or Approved Use Case contemplates that you will act as a “data processor”, as that term is defined under applicable Privacy Laws, then clause 8(a) will not apply and you must comply with the Data Processing Agreement and Standard Contractual Clauses provided by Linktree.

(c) If you provide or submit any of Your Content to us that contains Personal Data, including via any Integration of Your App or Your Platform with the Licensed Materials, you are responsible for giving all notifications to, and obtaining all consents from, relevant data subjects required for us to Process such Personal Data in accordance with all applicable Privacy Laws and our Privacy Notice.

(d) You must implement and maintain reasonable technical and organisational security measures and controls to ensure that any data or content Processed by Your App or Your Platform (including Linktree Content and Your Content, and any Personal Data comprised in such data), is secure from Data Breaches.

(e) If you become aware of any actual or suspected Data Breach affecting any Personal Data comprised within Linktree Content, you must:

1. notify us immediately in writing and disclose in such notice all information relevant to the actual or suspected Data Breach (including any Personal Data affected);
2. take all reasonable actions to investigate, remediate and assess the actual or suspected Data Breach, and comply with any of our reasonable directions in respect of such actions; and
3. provide all notifications to data subjects and regulators as required under applicable Privacy Laws, provided that you must not refer to Linktree in any such notification unless we give prior written approval of the notification.

(f) Unless specifically permitted by the Permitted Purpose, Your Content must not contain any ‘special categories or information’, ‘sensitive information’ or similar types of information that are regulated to a higher standard than general Personal Data under any applicable Privacy Laws, including but not limited information relating to a person’s health, racial or ethnic origin, political opinions, religious beliefs, sexual orientation, or genetic or biometric characteristics.

(9). Disclaimer, Liability and Indemnity

(a) The Licensed Materials are provided explicitly as part of the App Store Beta Program on a “pre-release” basis, and you understand that the Licensed Materials are still under development, may have incomplete features, and may materially change prior to full commercial launch of the Developer Portal and/or Linktree App Store. The Licensed Materials are provided on an “as-is” and “as available” basis, and without warranties of any kind whether express or implied. Without limiting the foregoing, we make no warranties that the Licensed Materials:

1. will be uninterrupted, error-free, secure or available at any particular time or location;
2. are free of viruses, harmful components, errors or defects, or will be supported so as to remediate any such viruses harmful components, errors or defects;
3. are accurate, reliable, suitable, or fit for any purpose; or
4. will meet your requirements.

(b) Without limiting clause 9(a):

1. any reliance you place on the Licensed Materials is strictly at your own risk; and
2. we may make changes to the Licensed Materials and Developer Portal from time to time, and will use reasonable endeavours to provide you with notice of any Breaking Changes, but accept no responsibility for any costs, expenses or liabilities you may suffer or incur as a result of such changes, including any Breaking Changes.

(c) Neither party is liable to the other for any indirect, punitive, special, incidental or consequential damage (including loss of business, revenue, profits, use, data, goodwill or other economic advantage) however it arises, whether for breach of contract or in tort (including negligence), even if the relevant party has been previously advised of the possibility of such damage.

(d) In no event will our liability to you under or in connection with these Terms exceed $1,000 US dollars. This limitation applies regardless of whether your claim against us is based on contract, tort (including negligence) or otherwise.

(e) You will indemnify and hold us and our subsidiaries, affiliates and licensors (those indemnified) harmless against any loss, liability or damage suffered or incurred by those indemnified, and any claim by a third party (including End Users) made against those indemnified arising in connection with:

1. your use of the Licensed Materials;
2. Your IP; and
3. your breach of these Terms.

(f) These Terms apply to the maximum extent permitted by law. Nothing in these Terms is intended to exclude, restrict or modify rights which you may have under any law, which may not be excluded, restricted or modified by agreement. If these Terms are governed by the Australian Consumer Law and you are a “consumer” for the purpose of this law, our liability to you for failure to comply with a consumer guarantee in respect of any services is limited to the re-supply of the services or payment in lieu of such re-supply.

(10). Term, Termination and Suspension

(a) These Terms will continue in effect during the term of the Beta Partner Agreement, unless terminated earlier in accordance with the Beta Partner Agreement. To avoid doubt, these Terms will automatically terminate upon termination or expiry of the Beta Partnership Agreement.

(b) Subject to clause 10(c), upon termination of these Terms, you must cease using the Licensed Materials (other than any Personal Data that you may lawfully continue to Process under your privacy policy), and immediately return or permanently destroy all of our Confidential Information.

(c) If you continue to use the Licensed Materials, or continue to have Your App published on the Linktree App Store after the term of the Beta Partner Agreement, then Linktree’s standard terms applicable to the use of the Licensed Materials and the Linktree App Store, as published on the Developer Portal, will apply, and your continued use of the Licensed Materials and/or Linktree App Store will be deemed acceptance of all such terms.

(d) Upon termination, clauses which by their nature are intended to continue to apply will continue indefinitely, including but not limited to clauses 4(a), 5, 7, 9, and 12.

(11). Open Source Software

The Licensed Materials Terms may specify certain components of the APIs that are licensed under open source licences. If such open source licence terms expressly restrict the licensing of such components on other terms, the terms of the open source licence will apply to your access and use of those components, and will take priority over these Terms to the extent of any inconsistency.

(12). General

(a) Acknowledgement: You acknowledge and agree that these Terms are non-exclusive, and do not prevent Linktree from developing, publishing, selling and distributing applications, services or products the same or similar to Your App, Your Platforms or any other applications, services or products, or working with third parties who may compete with you.

(b) Amendment: We may amend these Terms from time to time by updating this page. Your continued use of the Licensed Materials constitutes acceptance of such amendments. If you do not agree to the amendments, you must immediately stop using the Licensed Materials and notify us of your election to terminate in accordance with clause 10(a).

(c) Exclusion of other terms: To avoid doubt, any of your terms or policies that are generally applicable to a person’s (including any End User’s) access to or use of Your App, Your Platform or Your Content are expressly excluded and will not bind us in respect of our access to and use of Your App, Your Platform and Your Content as contemplated by these Terms.

(d) Entire agreement: These Terms, together with the Beta Partner Agreement, represent the entire agreement between you and us concerning its subject matter. All implied terms are expressly excluded except those implied by statute that cannot be expressly excluded.

(e) Notices: We may deliver any notice or communication contemplated by these Terms to you by posting on the Developer Portal or via the email address you provide us during the Registration Process or in the Beta Partner Agreement. You may deliver any notice or communication contemplated by these Terms to us by sending an email to API@linktr.ee and to the Linktree contact set out in the Beta Partner Agreement.

(f) Severability: If any provision of these Terms is invalid under the law of any jurisdiction, then the provision is enforceable in that jurisdiction to the extent that it is not invalid, and to the extent it is not valid, then it will be severed from these Terms and the remainder of these Terms will continue to apply with such amendments as are strictly necessary to reflect the severance.

(g) Relationship of the parties: The parties are and will remain independent contractors. Nothing in these Terms will be construed to create an agency, joint venture, partnership or other relationship between the parties, and you must not:

1. misrepresent to any person your relationship with us, including by representing that you are acting on our behalf; or
2. make any representations, guarantees or warranties on our behalf or in relation to the Licensed Materials or Linktree Service, or purport to bind us to any contractual obligations to any person.

(13). Definitions and Interpretation

1. Definitions

The meaning of capitalised terms used in these Terms are set out below.

Access Credentials – The access credentials created during the Registration Process that allow you to access the Developer Portal.

API – The application programming interfaces developed and made accessible by Linktree on the Developer Portal, and any associated documentation or software.

Approved Use Case – Has the meaning set out in clause 1(c).

App Store Beta Program – Linktree’s beta program for the Linktree App Store, as further described in the Beta Partner Agreement.

Australian Consumer Law – The Australian Consumer Law under Schedule 2 of the Competition and Consumer Act 2010 (Cth).

Beta Partner Agreement – The App Store Beta Program – Partnership Agreement, between Linktree and You, which incorporates these Terms.

Breaking Changes – Any changes to the Licensed Materials that may break Your App’s Integration with the relevant Licensed Materials.

Confidential Information – Any information that is marked, designated or that a reasonable person would consider is confidential, and includes the Licensed Materials and any other non-public information relating to our business or affairs.

Data Breach – A breach of security that leads to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, data or content transmitted, stored or otherwise Processed by you.

Data Processing Agreement – The Linktree data processing agreement, as amended from time to time by Linktree, available upon request.

Developer Portal – The Developer Portal which Linktree intends to launch at a future date during the term of the Beta Partner Agreement, at such URL as Linktree shall communicate.

Developer Tools – The software development kits (“SDKS”), plugins, frameworks, and other developer tools and associated documentation provided or made available by Linktree from time to time, to enable or assist you to develop Your App or use the Licensed Materials.

End Users – The end users of Your App or Your Content.

Integrate – In respect of Your App or Your Platform, any integration or interfacing with, or hosting, execution or Processing of, Licensed Material.

Intellectual Property Rights – All industrial and intellectual property rights throughout the world, including all copyright and analogous rights, all rights in relation to inventions or discoveries (including patent rights), designs, registered and unregistered trade marks (including service marks), trade names, brand names, indications of source or appellations of origin, know-how, software, circuit layouts and all other rights throughout the world resulting from intellectual activity in the industrial, scientific or artistic fields.

Linktree App Store – The marketplace made available by Linktree under which Linktree and third party developer apps are made available (including for purchase) to users of the Linktree Service and other third parties.

Licensed Materials – The APIs, Developer Tools, Developer Portal and Linktree Content that Linktree makes available to you.

Licensed Materials Terms – The further terms applicable to specific Licensed Materials as published by us on the Developer Portal or otherwise notified by us to you from time to time.

Linktree Content – All Developer Tools, content, data, documentation, code, materials, interfaces, configurations and any other information:

1. provided or made accessible to you by us, whether on the Developer Portal, via the APIs or by any other means; and
2. Personal Data collected by Linktree under and in accordance with our Privacy Notice, regardless of whether such Personal Data was provided by you or on your behalf, including via the APIs or Developer Portal.

Linktree Marks – The registered and unregistered trade marks (including service marks), trade names, brand names, indications of source or appellations of origin used by Linktree, our subsidiaries, affiliates and licensors.

Linktree Service – Has the meaning given in the Linktree Terms and Conditions, available at https://linktr.ee/s/terms/.

Permitted Purpose – Has the meaning given in clause 4(b).

Personal Data – Has the meaning given to it under our Privacy Notice.

Privacy Laws – Any applicable law governing the Processing of Personal Data by a party in connection with this Agreement, which may include the Privacy Act 1988 (Cth), General Data Protection Regulation (EU) 2016/679, UK Data Protection Act 2018 (“DPA”), UK General Data Protection Regulation as amended by the Data Protection, Privacy and Electronic Communications (Amendments etc) (EU Exit) Regulations 2019, the Privacy and Electronic Communications Regulations 2003, and California Consumer Privacy Act (2018).

Privacy Notice – The Linktree privacy policy available at https://linktr.ee/s/privacy and https://linktr.ee/s/trust-centre.

Process – In respect of data or information, to perform any operation or set of operations, whether or not by automated means, such as collection, recording, organisation, structuring, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.

Proposed Use Case – Has the meaning given in clause 1(a).

Registration Process – Has the meaning set out in clause 2(a).

Standard Contractual Clauses – The Linktree standard contractual clauses, as amended from time to time by Linktree, available upon request.

Use Case Approval Process – The process for obtaining approval for Your App as made available by Linktree from time to time (including in the future, via the Developer Portal).

Virus – Viruses, or any other software or computer code designed to corrupt, interrupt, destroy, or limit the functionality of any computer software, hardware or any other associated equipment.

Your App – Any application, service, link functionality, theme or other content developed by you in connection with these Terms for publication on the Linktree App Store and/or Your Platform.

Your Content – Any content, data or information provided by you or on your behalf to us in connection with these Terms, including via the APIs or Developer Portal, but excluding Linktree Content.

Your EULA – Has the meaning set out in clause 6(b).

Your IP – Your App, Your Platform, Your Content and Your Marks.

Your Marks – The registered and unregistered trade marks (including service marks), trade names, brand names, indications of source or appellations of origin used in your business.

Your Platform – The website and information technology platforms, including any associated applications, on which you make products and/or services (which may include Your App) available to End Users.

Your Submission – Has the meaning set out in clause 1(a).

2. Interpretation

In these Terms:

1. headings in bold type are for convenience only and do not affect the interpretation of these terms and conditions;
2. the words “include” or “for example” or similar expressions do not limit what else is included.
3. a reference to:
   1. the singular includes the plural and vice versa;
   2. a gender includes all genders;
   3. a person includes an individual, corporation or other body corporate, partnership, trust, joint venture, unincorporated body, government agency or other entity, whether or not it is a separate legal entity; and
4. a reference to any legislation, regulations, binding directions issued by government agencies, mandatory codes of conduct, or similar, includes all delegated instruments made under them and any amendments, consolidations, replacements or re-enactments of any of them.