By accessing or using the Kick API and other developer products, you agree to comply with and be bound by the Kick Developer Services Agreement. If you do not agree to be bound by the Kick Developer Agreement, do not access or otherwise use Kick developer products.

 

Kick Developer Agreement

This is an agreement between Kick Streaming Pty Ltd (ACN 663 807 645) (“Kick”) and you (if registering as an individual) or the entity you represent (if registering as a business) (“Developer” or “you”). For clarity, your rights under this Developer Agreement do not extend to your affiliates without Kick’s prior written approval.

1. STRUCTURE OF AGREEMENT

This Developer Agreement (the “Agreement”) includes the body of the agreement below, all schedules to this Agreement (“Schedules”), and all terms, rules, and policies that we make available for participating and using the Program Materials, including on the Kick Developer Site. However, the terms in each Schedule and the rules and policies only apply to you if you engage in the activity or use the Program Materials (defined in Section 2) to which the Schedule, rules, or policies apply.

Please read the terms and conditions of the Agreement carefully. By accessing and using the Program Materials, you are entering into a legally binding agreement with Kick, meaning you agree to comply with and be bound by this Agreement. If you do not agree to be bound by this Agreement, do not access or otherwise use the Program Materials. For clarity, the various activities that Kick prohibits in this Agreement include facilitating the same activities if done by a third party.

This Agreement binds your use of the Program Materials unless Kick and you have executed another agreement that governs your use of the Program Materials in which case such other agreement supersedes this Agreement and the terms herein to the extent there is conflict.

2. DEFINITIONS

Apps: software applications, games, websites, channels and other digital products: (a) that you submit to Kick for license, sale, distribution, or promotion; and/or (b) which use any Program Materials, together with their enhancements, upgrades, updates, bug fixes, new versions, and other modifications and amendments.

Cookies: data files that Your Services save to a user’s computer or mobile device, including without limitation cookies, pixels, and other technologies, to save users’ information.

Developer Accounts: means any account you create to access the Kick Developer Site and Program Materials. 

Kick Content: User Content as defined in Kick’s Terms of Service, including without limitation: messages, materials, data, information, text, music, sound, photos, video, graphics, applications, code, or other items or materials.

Kick Developer Site: the developer web portal located at dev.kick.com or any successors thereto.

Kick Marks: names, trademarks, service marks, logos, and other brand indicia that Kick makes available to you.

Kick Services: as defined in Kick’s Terms of Service.

Program Materials: software, software development kits, libraries, application programming interfaces (“APIs”), services, documentation, specifications, sample code, data, metadata, technology, tools, trade marks and any other related or ancillary materials and information that are made available under this Agreement to you by or on behalf of Kick pursuant to the program you participate in on the corresponding Schedule. For clarity, access to and use of Program Materials may or may not require creation of a Kick developer account.

Your Services: your Apps, content, ads, services, technology, data, digital goods, and all other materials included in or made available through your Apps.

3. PROGRAM MATERIALS

 

1. Program Materials License

 

1. Usage: Your use of certain Program Materials is also subject to the additional terms in any Schedules that apply to those particular Program Materials. You are solely responsible for ensuring Your Services function properly with any Program Materials you use, including any future updated or modified versions of those Program Materials.

2. License from Kick: Subject to the terms and conditions in this Agreement, Kick hereby grants you a limited, non-exclusive, worldwide, royalty-free, non-transferable, non-sublicensable, revocable license during the Term to:

   1. Use and reproduce the Program Materials solely to develop, test, promote, measure, support, and operate Your Services. If the Program Materials include any libraries, sample code, or other materials we make available specifically for incorporation in Your Services (as indicated by the applicable documentation), you may incorporate those particular Program Materials in Your Services and reproduce and distribute those Program Materials as incorporated in Your Services. You may also modify any such sample code to the extent necessary to incorporate it in Your Services. All sample code will be identified as such.

   2. Use and display Kick Marks solely to attribute Kick’s offerings as the source of the Program Materials as set forth in this Agreement.

2. Limitations

You must comply with all instructions and requirements in any integration documents, guidelines, policies, terms, or other documentation that we provide or make available to you. You will not:

1.  reverse engineer, disassemble, or decompile the Program Materials or otherwise compromise Kick’s rights in the Program Materials; 

2. interfere with, modify, disrupt or disable features or functionality of the Program Materials or monitoring mechanisms of the Program Materials; 

3. take any action related to the Program Materials that interferes with, damages, or accesses or uses in any unauthorized manner the hardware, software, networks, technologies, or other properties or services of Kick or of any end user, mobile operator, or other third party; 

4. use the Program Materials with any software or other materials that are subject to licenses or restrictions (e.g., open source software licenses) that, when combined with the Program Materials, would require Kick to disclose, license, distribute, or otherwise make all or any part of such Program Materials available to anyone; or 

5. remove, modify, or obscure any copyright, patent, trademark, or other proprietary or attribution notices on or in any Program Materials.

All licenses granted to you in this Agreement are conditional on your continued compliance with this Agreement and will immediately and automatically terminate if you do not comply with any term or condition of this Agreement, or for any reason or no reason at all, at any time.

3. Incorporated Terms

Your use of the Program Materials is further subject to and governed by the following terms and conditions:

• Kick DMCA and Copyright policy located at https://kick.com/dmca-policy (“DMCA and Copyright policy”) as it relates to your use and display of the Kick Marks;

• Kick’s Terms of Service located at https://kick.com/terms-of-service (“Terms of Service”); and 

• Kick’s Community Guidelines located at https://kick.com/community-guidelines (“Community Guidelines”).

Your Services will not, and you will not encourage or create functionality for your end users or other third parties that violates Kick’s Terms of Service or Community Guidelines.

In the event of a conflict between this Agreement and any of the above policies, this Agreement shall prevail.

4. Ownership and Feedback

 

1. Ownership of Program Materials: The Program Materials are the intellectual property of Kick or its licensors. The Program Materials are licensed, not sold, and Kick retains and reserves all rights not expressly granted in this Agreement. You expressly acknowledge that Kick, its licensors, and its end users retain all worldwide rights, titles, and interest in and to the Program Materials, Kick Services, and Kick Content, including all rights in patents, trademarks, trade names, copyrights, trade secrets, know-how, data, insights into such data (including all derivative works, applications therefor), and all proprietary rights under the laws of the United States, any other jurisdiction, or any treaty.

2. Ownership of improvements and modifications to the Program Materials by Developers: Improvements and modifications to the Program Materials created by you shall be solely owned by Kick. However, if you can demonstrate that your modifications or improvements are separable from the Program Materials and constitute a separate and independent work of authorship, then you will retain sole ownership of such modifications or improvements, subject to a non-exclusive, royalty-free license granted to Kick to use such modifications or improvements in connection with the Program Materials.

3. Ownership of Your Services: Except to the extent Your Services contain Program Materials or Kick Content, you (or your licensors) own all rights, title, and interest in Your Services, and Kick claims no ownership or control over Your Services. 

4. Feedback: You may provide Kick with comments concerning the Program Materials, Kick Services, or your evaluation and use thereof (collectively, “Feedback”). You hereby grant Kick all rights, titles, and ownership of such Feedback (including all intellectual property rights therein), and Kick may use the Feedback for any and all commercial and non-commercial purposes with no obligation of any kind to you.

5. App Acceptance Criteria

The acceptance and continued approval of an App is contingent upon adherence to the following criteria.  Any deviation from these criteria, as determined by Kick in its sole discretion, constitutes a material breach of this Agreement and will result in the App’s removal: 

1. Value proposition: The App must be designed to provide meaningful and demonstrable value to Kick Streamers and/or viewers. It must contribute positively to the Kick ecosystem.

2. Compliance with ToS: The App must comply with Kick’s Terms of Service in its entirety. It must not breach or be deemed to have the potential to breach any of Kick’s relevant policies, including but not limited to the DMCA and Copyright policy and Community Guidelines.

3. Non-harmful usage: The application must not cause harm, disruption, or adverse effects to Kick, its users, or the overall platform experience. This includes, but is not limited to, performance degradation, security vulnerabilities, or interference with other applications or services on the Kick platform. You must conduct thorough testing to ensure the App’s stability and compatibility before submission.

4. Malicious intent: The App must not be developed with the intent to exploit, deceive, or harm Kick or its users, including but not limited to malicious activities such as data scraping, fraud, or unauthorised data collection or the introduction of malware or other harmful code.

5. Advertising model compatibility: The App must not conflict with, interfere with, or undermine Kick’s current or future advertising model, including but not limited to monetisation strategies and ad delivery systems. The App shall not block, circumvent, or otherwise interfere with the display of advertisements on the Kick platform, except as specifically authorized by Kick in writing.

Kick reserves the right to review, approve, or reject any App for any reason, including but not limited to failure to meet the above criteria. Kick may also revoke access to the Kick Developer Site and Program Materials at any time, with or without notice, if an App is found to violate these criteria or any other applicable terms or policies.

6. Developer Accounts 

 

1. Developer Accounts: You may need to create an account to have access to some of the Program Materials and/or the Kick Developer Site. In conjunction with such an account, you will: (a) provide true, accurate, current, and complete information about yourself and your business (such information being the “Registration Data”); and (b) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. You may be limited by the account creation process to one account per email address. You are entirely responsible for the security and confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You will not share your account information or your username and password with any third party or permit any third party to log on to the Kick Developer Site or access the Program Materials using your account information. You agree to immediately notify us of any unauthorized use of your account or any other breach of security of which you become aware. You agree that we can use, store, and share information submitted by you to Kick in connection with your registration as permitted in our Privacy Notice. Kick maintains the right to cancel your Developer Account for any reason or no reason at all, at any time.

2. Keys: Once you have successfully registered your Developer Account, you will be issued one or more unique security keys, secrets, tokens, access codes, passwords, or other credentials (collectively, “Keys”). The Keys enable us to associate the Program Materials with Your Services and end users of Kick Services. All activities that occur using your Keys are your responsibility. Keep them secret. Also, you may not sell, transfer, or sub-license them. Kick maintains the right to revoke your Keys for any reason or no reason at all, at any time.

3. Rate Limits: You will not attempt to exceed or circumvent any limitations on access to and use of the Program Materials, exceed or circumvent any limitations on the API calls you may make, or otherwise use the Program Materials or Kick Developer Site in a manner that exceeds reasonable request volume or velocity, or constitutes excessive or abusive usage, or otherwise does not comply with this Agreement (“Rate Limits”). If Kick, at its sole discretion, determines that you have attempted to exceed or circumvent Rate Limits, or other controls that limit use of the Program Materials or the Kick Developer Site, then your ability to use the Program Materials or Kick Developer Site may be temporarily suspended, limited, or permanently blocked.

4. Security Measures: Your network, operating system, and the software of your web servers, databases, and computer systems must be properly configured to securely operate and store Your Services. Your Services must meet or exceed industry standard security measures to protect against and prevent security breaches of Your Services and any unauthorized disclosure of the personal information of your end users, including administrative, physical, and technical safeguards for protection of the security, confidentiality, and integrity of the personal information of your end users and the Program Materials. You must promptly report any security deficiencies in, or intrusions to, Your Services that you discover or are reported to you (“Security Incident”) to Kick in writing via email to developers@kick.com or subsequent contact information posted in the Kick Developer Site. You must immediately begin remediation of any Security Incident and reasonably cooperate with us, including by informing us in reasonable detail of the impact of the Security Incident upon Program Materials and corrective actions being taken, and keeping us updated about your compliance with any notification or other requirements under applicable laws and regulations.

5. Audit and Monitoring: You agree to provide us with access to Your Services and/or other materials related to your use of the Program Materials as may be requested by us to verify your compliance with this Agreement, to audit your use, display, and storage of the Program Materials, and/or to improve the Kick Service. You agree that we may crawl or otherwise monitor Your Services related to your use of the Program Materials and you agree not to block, restrict, or otherwise interfere with such efforts by Kick.

7. Changes and updates to Program Materials

Kick will make reasonable efforts to inform Developers of any material changes or updates to the Program Materials through email notifications. However, Kick is not responsible for any damages arising from any changes or updates to the Program Materials. Developers are responsible for staying informed about changes to the Program Materials and adapting their Apps and integrations accordingly.

8. Technical Support

Kick may provide you with support or modifications for the Program Materials at our sole discretion and Kick may stop providing support or modifications to you at any time without notice and without any obligation or liability to you. You are solely responsible for providing user support and any other technical assistance to end users of Your Service. Kick may redirect Customers and potential end users of Your Service who have inquiries, or who require support, to the email address contained in your Registration Data.

4. DEVELOPER INCENTIVES

   1. Kick may offer periodic cash rewards to Developers (“Incentives”) to foster and support the development of high-quality applications and features that enhance the functionality, user experience, and overall value of the Kick platform. 

   2. Incentives will be announced through Kick’s designated channels (e.g., Kick Developer Site, social media) and will outline specific objectives, timelines, and reward amounts.

   3. To participate in an Incentive, developers must register through the provided channels and agree to the Incentive’s terms and conditions. 

   4. Kick may offer various types of Incentives, including but not limited to:

1. Kick Bounties: Periodic competitions with defined development challenges, where developers compete for cash rewards by creating applications or features that meet specific criteria.

2. Kick Starts: Funding cash rewards awarded to developers to help accelerate the establishment of new third party products that integrate with the Kick platform and provide significant value to Kick users.

3. Kick Bonuses: Discretionary “surprise and delight” cash rewards provided to developers who demonstrate exceptional contributions to the Kick developer ecosystem.

5. Submissions for each Incentive will be evaluated by Kick based on the following predefined criteria:

1. Kick Bounties: 

Relevance to the Incentive objective, user experience, the application’s impact on streamers, scalability, and growth potential. 

2. Kick Starts:

The uniqueness of the proposed application within the streaming industry will be the primary selection criteria, however Kick will also consider the potential impact of the application, potential scalability of the application, growth potential and relevance to Kick.

3. Kick Bonuses: 

The Developer’s activity (quantity and quality of work produced), impact (positive and material effects on Kick and its streamers), and engagement (the Developer’s participation in the Kick developer community). 

6. Kick will notify the Winner(s) of an Incentive (“Winner“) via the email address provided during registration of the relevant Developer Account. The notification will include instructions for claiming the reward. Kick reserves the right to modify or cancel Incentives at any time. 

7. The recipient of any Incentive shall be solely responsible for any and all tax liabilities arising from the receipt of such Incentive.

8. Notwithstanding any other provision in this Agreement, Kick retains the absolute discretion to determine whether any submission meets the defined criteria for an Incentive. In the event that no submission is deemed satisfactory by Kick, in its sole judgment, Kick shall not be obligated to award the relevant Incentive. 

 

5. DATA POLICY

   1. This Section 5 sets forth Kick policy with respect to your use and disclosure of data collected from the Kick Developer Site or through your use of any other Program Materials, including any insights derived from that data or in combination with other data to which you have access (“Kick Data”).

   2. Kick Data may only be used for the following purposes:  

      1. creating compelling benefits that improve the end user experience; 

      2. sending administrative communications such as facilitating the redemption of digital items to end users or notifying an end user of updates for customer service purposes; 

      3. sending periodic promotional communications to end users regarding features and benefits of Your Services that are available to all end users of Kick Services (provided, that you present a mechanism to allow an end user to unsubscribe to promotional communications and such communications’ primary purpose is not to promote or drive Kick’s end users to competing products or services of Kick); 

      4. as necessary to process transactions (e.g., charging streamers for certain functionality); and

      5.  for the limited purposes for which the end user has given you permission to do so, provided, that Kick provides prior written permission for such limited purposes. Kick reserves the right to terminate this Agreement for violations of this Section 5 in its sole discretion at any time, with or without advance notice.

   3. Kick Data, including any data you collect about Kick’s end users or their browser or mobile app activity, or insights derived from that data, may not be sold, licensed, monetized, distributed for commercial purposes, made available to, or otherwise shared with, any affiliates or third parties for any purpose without Kick’s prior written permission.

   4. If you receive personal or sensitive information from end users, you must store and process it reasonably securely with appropriate administrative, organizational, technical, and physical security controls and only for as long as it is required. Any Kick Data collected that you share with a third party with Kick’s prior written permission is subject to these requirements and may only be used by that third party or entity for the purposes identified above.

   5. You must delete all Kick Data collected upon termination of this Agreement, revocation, or reduction in scope of end user authorization, or upon Kick’s or the end user’s request, and cause any affiliates or third parties with whom you have shared copies with Kick’s prior written permission to do the same.

   6. In the event you are registered as an individual developer and become employed by a third party, or the entity you represent undergoes a corporate change in control through merger, acquisition, or otherwise, you must obtain our prior written permission before your new employer or the surviving entity, as the case may be, may collect, store, use, disclose, or otherwise process the Kick Data described herein, including any insights or aggregated information derived from such data or user-related data.

   7. If you allow end users to create social updates, you must allow end users to easily share content created in Your Services back to Kick whenever possible.

6. MAINTAINING THE INTEGRITY OF PROGRAM MATERIALS

   1. You must not commingle Program Materials, make modifications, or delete portions of Program Materials that reveal incomplete data sets; 

   2. You must update Program Materials used in Your Services frequently to return complete and accurate information; and

   3. You must ensure that there is a clear path to the source from displays of Program Materials in Your Services. Appropriately attribute uses of Program Materials or Kick Content. 

7. AGREEMENT CHANGES

We reserve the right to change this Agreement at any time in our sole discretion by posting the amended Agreement and updating the “Last modified” date, unless we specify a different effective date when we make a particular change. You are responsible for checking for Agreement updates. Your continued use of the Program Materials after changes to this Agreement take effect will constitute your acceptance of the changes. If you do not agree to a change, you must stop using the Program Materials and terminate this Agreement.

8.  TERM AND TERMINATION

   1. The term of this Agreement will commence on the earlier of:

      1.  your acceptance of these terms;  

      2. your first use of any of the Program Materials; 

      3. your first access to the Kick Developer Site,

and the term will continue until either party terminates this Agreement. 

2. Kick may immediately terminate or suspend this Agreement, any rights granted herein, and/or your license to the Program Materials or access to the Kick Developer Site, at its sole discretion at any time, for any reason or no reason at all, with or without advance notice. Kick may further terminate, suspend, or discontinue the Program Materials or any part thereof or may provide limits on access or use of certain features or elements of the Program Materials. 

3. You may terminate this Agreement at any time by ceasing use of all Program Materials. 

4. Upon termination of this Agreement, all licenses granted herein immediately expire and you must cease use of all Program Materials, and delete all Kick Data. 

5. The parties to this Agreement will not be liable to each other for any damages resulting solely from termination of this Agreement as permitted under this Agreement. Sections 1, 2, 3, 5, 9, 12, and 13 of this Agreement will survive termination of this Agreement.

9. CONFIDENTIALITY & PUBLICITY

   1. In respect of all Confidential Information you receive, regardless of when you receive it, you will: 

      1. protect and not disclose information made available by us that is identified as confidential or that reasonably should be considered confidential (“Confidential Information”); 

      2. use Confidential Information only to fulfill your obligations under this Agreement; and 

      3. either destroy or return all Confidential Information to us promptly when this Agreement terminates (and, upon request, confirm such destruction in writing). 

   2. You acknowledge that Kick may make public statements describing Your Services along with its integration with Kick.

10. DEVELOPER REPRESENTATION AND WARRANTIES

    1. You represent, warrant, and covenant that:

       1. you are at least the legal age of majority in the jurisdiction where you reside, and you are able to form a legally binding contract. If Developer is a business or other legal entity and not an individual, then the individual entering into this Agreement on Developer’s behalf represents that he or she has all necessary legal authority to bind Developer to this Agreement;

       2. you have the full right, power, and authority to enter into and fully perform this Agreement. Before providing Kick or any end user Your Services, you will have obtained the rights necessary for the exercise of all rights granted under this Agreement, and you will be solely responsible for and will pay any licensors or co-owners any royalties or other monies due to them related to Your Services;

       3. you will maintain throughout the Term all rights and licenses that are required with respect to Your Services.

       4. you represent and warrant to Kick that, excluding the Program Materials, you have the right to use, store, reproduce, transmit, copy, display, perform, and distribute Your Services, and that use of Your Services by Kick and its end users will not violate the rights of any third party, or any applicable regulation or law, including the Digital Millennium Copyright Act, the laws of any country in which Your Services are made available.

       5. none of Your Services or the sale, distribution, or promotion thereof will violate any law; require Kick to obtain any license, authorization, or other permission from any governmental agency or other third party; contain any defamatory material; or violate or infringe any intellectual property, proprietary, or other rights of any person or entity (including contractual rights, copyrights, trademarks, patents, trade secret, common law rights, rights of publicity or privacy, or moral rights);

       6. Your Services may be imported to, exported from, and lawfully used in all countries in which we operate a particular product or service defined in a Schedule, and all the countries in which you’ve authorized sales to end users (without the need for us to obtain any license or clearance or take any other action), and Your Services are in full compliance with all applicable laws governing imports, exports, and use, including those applicable to software that incorporates or makes use of information security technology, including but not limited to encryption technology;

       7. Your Services will not contain any viruses, spyware, “Trojan horses,” or other “malware” or harmful code, and will not cause injury to any person or damage to any property; 

       8. you will include any attributions, copyright information, and other notices, terms, and conditions that may be required to be provided to end users based on your use of third-party “open source” software or other third-party intellectual property in Your Services; and

       9. you will not access undocumented Program Materials or otherwise attempt to derive or use the underlying source code of undocumented Program Materials without Kick’s prior written permission. You may only access data from Program Materials consistent with the terms of this Agreement and, unless you have Kick’s prior written permission, will only access Program Materials documented on the Kick Developer Site.

11. BETAS

Kick may provide you with early access to non-generally available features, programs, or pilots from time to time (each, a “Beta”) related to the Program Materials. Betas will be considered Kick Confidential Information. Your participation in any Beta is at your own risk, may be subject to additional requirements, and may assist Kick in research, analysing and validating existing or prospective Program Materials. You acknowledge that Kick cannot guarantee the stability or consistency of any Beta Kick API endpoints.

12. GOVERNING LAW & DISPUTE RESOLUTION

    1. Governing law and jurisdiction: This Agreement will be governed by and construed in accordance with the laws of England and Wales, without regard to or application of conflicts of law rules or principles. 

    2. Informal Resolution: Kick wants to address your concerns without the need for a formal legal dispute. Before filing a claim against Company, you agree to try to resolve the Dispute informally by contacting support@kick.com. Similarly, if you have provided an email address to us as part of your Account registration, Company agrees to do the same. If the Dispute is not resolved within thirty (30) days, either party may commence arbitration. If a dispute is not resolved within thirty (30) days after the email noting the Dispute is sent, you or Company may initiate an arbitration proceeding as described below.

    3. Agreement to arbitrate: To the extent permitted by applicable law, you and Kick agree that any dispute arising out of or relating to this Agreement (each a “Dispute“) will be finally settled under the Rules of Arbitration (the “Rules”) of the International Chamber of Commerce (“ICC”) by a sole arbitrator in accordance with the Rules. An arbitration proceeding under this Section 12.3 shall be conducted in London, England, and shall be conducted in the English language. 

    4. Arbitration procedures and fees:

       1. Notwithstanding any language to the contrary in this Section 12, if a party seeks injunctive relief that would significantly impact other Users or damages of at least USD$1 million as reasonably determined by either party, the parties agree that such arbitration will proceed on an individual basis (unless a party is an Australian User), but will be handled by a panel of three (3) arbitrators, wherein each party shall select one arbitrator and the two party-selected arbitrators shall select the third, who shall serve as chair of the arbitral panel. That chairperson shall be a retired judge or an attorney licensed to practice law and with experience arbitrating or mediating disputes. In the event of disagreement as to whether the threshold for a three-arbitrator panel has been met, the sole arbitrator appointed in accordance with this Section shall make that determination. If the arbitrator determines a three-person panel is appropriate, the arbitrator may – if selected by either party or as the chair by the two party-selected arbitrators – participate in the arbitral panel. Except as and to the extent otherwise may be required by law, the arbitration proceeding and any award shall be confidential.

       2. The decision or award of the arbitrator(s) shall be in writing and is final and binding on both parties. The arbitration panel shall award the prevailing party its fees and costs in accordance with the Rules. The arbitration panel may only award damages as provided for under the terms of this Agreement and in no event may punitive, consequential and special damages be awarded. In the event of any conflict between the Rules and any provision of this Agreement, this Agreement shall prevail.

    5. Opt-out: You may opt out of this agreement to arbitrate within thirty (30) days of accepting these Terms by contacting developers@kick.com. Opting out will not affect your use of the Program Materials and Kick Developer Site, but you and Kick will not be bound to arbitrate Disputes. 

    6. Arbitration Shall Proceed Individually

Regardless of your County of Residence or the rules of a given arbitration forum, you and Kick agree that the arbitration of any Dispute shall proceed on an individual basis, and neither you nor Kick may bring a claim as a part of a class, group, collective, coordinated, consolidated or mass arbitration (each, a “Collective Arbitration”). Without limiting the generality of the foregoing, a claim to resolve any Dispute against Kick will be deemed a Collective Arbitration if (a) two (2) or more similar claims for arbitration are filed concurrently by or on behalf of one or more claimants; and (b) counsel for the claimants are the same, share fees or coordinate across the arbitrations. “Concurrently” for purposes of this provision means that both arbitrations are pending (filed but not yet resolved) at the same time.

7. Class Action and Collective Arbitration Waiver

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YOU NOR KICK SHALL BE ENTITLED TO CONSOLIDATE, JOIN OR COORDINATE DISPUTES BY OR AGAINST OTHER INDIVIDUALS OR ENTITIES, OR PARTICIPATE IN ANY COLLECTIVE ARBITRATION (AS DEFINED ABOVE) OR ARBITRATE OR LITIGATE ANY DISPUTE IN A REPRESENTATIVE CAPACITY, INCLUDING AS A REPRESENTATIVE MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY OR OTHERWISE SEEK TO RECOVER FOR LOSSES INCURRED BY A THIRD PARTY. IN CONNECTION WITH ANY DISPUTE (AS DEFINED ABOVE), ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. 

13. ADDITIONAL TERMS

    1. Compliance with Laws: You will comply with all applicable foreign, federal, state, and local laws, rules, and regulations.

    2. Privacy Obligations: If you (or any third-party plug-in or service provider you use) have access to any name, password, other login information, personally identifiable information, or personal data of any end user based on your use of the Program Materials or any use of or interaction with Your Service, you will: 

       1. provide legally adequate privacy notices to such end user;

       2. obtain any necessary consent from the end user for the collection, use, transfer, and storage of the information;

       3. use and authorize others to access and use the information only for the purposes permitted by the end user or as set forth in this Agreement; and

       4. ensure the information is collected, used, transferred, stored, and deleted in accordance with all applicable privacy notice(s) and applicable laws. 

Without limiting the generality of this Agreement, you will provide Kick with reasonable assistance in relation to Kick’s handling of requests from end users to exercise their individual rights under applicable data privacy law, for example, the right to access data, to compel data deletion, or correction, etc. You may not use Program Materials that Kick intended to provide in the form of anonymous data to personally identify end users without Kick’s prior written permission.

3. Warranty Disclaimer: THE PROGRAM MATERIALS ARE PROVIDED TO YOU “AS IS”, “WHERE IS”, WITH ALL FAULTS AND KICK DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. KICK DOES NOT WARRANT THAT THE PROGRAM MATERIALS WILL MEET ANY OF YOUR REQUIREMENTS OR THAT THEIR USE WILL BE ERROR-FREE, UNINTERRUPTED, VIRUS-FREE, OR SECURE. THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS AND YOU MAY HAVE WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED. ANY SUCH WARRANTY EXTENDS ONLY FOR THIRTY (30) DAYS FROM THE EFFECTIVE DATE OF THIS AGREEMENT (UNLESS SUCH LAW PROVIDES OTHERWISE).

4. Indemnification: You will defend, hold harmless, and indemnify Kick from any claims, demands, suits, or actions brought by a third party or government body, including all damages, liabilities, and costs (including without limitation reasonable lawyers’ fees) to the extent arising out of: 

   1. your use of the Program Materials;

   2. your breach of your representations, warranties, or obligations in this Agreement; or

   3. the performance, promotion, sale, or distribution of Your Services (each, a “Claim”).

You will not consent to the entry of a judgment or settle a Claim without our prior written consent, which may not be unreasonably withheld. 

You will use counsel reasonably satisfactory to Kick to defend each Claim. If we reasonably determine that a Claim might adversely affect Kick, we may take control of the defence at our expense (and without limiting your indemnification obligations). Kick shall not settle any such Claim requiring payment from you without your prior written approval.

5. Limitation of Liability: IN NO EVENT WILL KICK BE LIABLE TO YOU OR ANY CUSTOMER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF OR DAMAGE TO USE, DATA, BUSINESS, GOODWILL, OR PROFITS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR PROGRAM MATERIALS. INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.

6. Entire Agreement: This Agreement (and the incorporated terms referenced in the Schedules) constitutes the entire agreement among the parties with respect to the subject matter and supersedes and merges all prior proposals, understandings, and contemporaneous communications.

7. Assignment: You may not assign any rights or obligations granted hereunder, in whole or in part, whether voluntarily or by operation of law, except with Kick’s prior written consent. Any attempted assignment in violation of this paragraph is null and void, and Kick may terminate this Agreement.

8. No Joint Venture: This Agreement does not create or imply any partnership, agency, employment relationship, or joint venture.

9. No Waiver/Severability: No waiver by Kick of any covenant or right under this Agreement will be effective unless memorialized in writing by Kick. If any part of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the remaining provisions of this Agreement will remain in full force and effect.

SCHEDULE 1

The terms of this Schedule apply if you use the Kick APIs. “Kick APIs” means any of the Program Materials we make available to use Kick’s application programming interfaces, embeddable players, and other materials, found on the Kick Developer Site.

For clarity, analytics data, or metadata that we make available via both Kick APIs as well as other methods – for example, a CSV file export, visualizations, graphs, charts, etc. –  in connection with end user activity on Kick.com pertaining to Your Services are all considered “Program Materials” for the purposes of this Agreement. The terms in this Schedule are designed to provide you with policies, requirements, and rules for developing Your Services, including without limitation tools that use and interact with Kick’s applications, services, APIs, content, community, website. Our aim is to provide Developers with tools and services to build services and products that enrich, inform, enhance, and evolve functionality on Kick in a transparent manner that respects the expectations of end users. To that end, you must be honest about your relationship with Kick, ensure end users understand your identity and the purpose of Your Services, and make it easy for people to contact you and promptly respond to questions and requests. 

A. Data & Publishing Permissions

• You must only request access to the data and publishing permissions necessary to implement Your Services’ current features or services. Do not request access to data or permissions not required by Your Services, even if such data or permissions might benefit Your Services’ anticipated future services or features.

• You must use publishing permissions to help people share content on Kick, not to send people spam or marketing/advertising blasts.

• You must obtain consent for actions with your end users’ information or end users’ devices, including without limitation access to subscriber and follower information.

• You must provide a publicly available and easily accessible privacy policy or notice that provides all disclosures required by applicable data protection laws, including without limitation, what data you are collecting and how you will use, display, share, store, and retain that data.

• If Your Services use Cookies: you must set cookies to be same-site, HTTP-only, and secure; use session cookies wherever possible; set persistent cookies to expire within 13 months; and disclose whether third parties collect end user information within Your Services and for what purposes.

• If you are tracking an end user’s activity or using other behavioural advertising techniques, you must disclose that you are doing so and provide an opt-out mechanism.

• At all times you must comply with your privacy notice in the collection, use, display, sharing, and storage of information.

• If Your Services allow end users to post content to Kick, then, before publishing, you must preview to the end user what will be published on Kick.

B. Inappropriate & Appropriate Commercial Uses

The following activities are prohibited, absent a separate agreement with Kick:

• Using data collected from the Kick APIs to target end users with marketing material or commercial offers available off the Kick Services.

• Creating demographic clusters for the purpose of contacting or targeting Kick’s end users on or off the Kick Services.

• Transferring profile content or end user data to any advertising network, data broker, or other advertising or monetization-related service. This includes, using profile content or data of an end user of Kick Services, by itself or bundled with third-party data or other data you collect, to target end users with advertising outside of the Kick Services. 

• Selling, licensing, or otherwise distributing any metadata or social content, or authorizing access to any metadata or social content, directly or indirectly (e.g., through multiple tiers of distribution), to anybody – including data about purchases that end users make on the Kick Services.

• Serving as a marketplace for third-party services or products using the Kick APIs.

Kick will consider authorizing you to use the Kick APIs to engage in the following activities only after entering into a separate agreement and running through an approval process:

• Marketing – services used by marketers, promoters, or their customers for marketing campaigns, campaign analysis, or anything similar.

• Research – educational and non-commercial projects that examine trends over specific time periods.

C. Storage of Program Materials/Kick Content

• You must follow end user controls, consent, and permissions when deciding whether to store an end user’s data.

• You must delete all data of an end user collected through the Kick APIs upon termination of this Agreement, revocation, or reduction in scope of end user authorization, or upon Kick’s or the end user’s request, and cause any affiliates or third parties with whom you have shared copies with Kick’s prior written permission to do the same, unless you are required to keep it by law, regulation, or separate agreement with us.

• Do not store copies of Kick Content or Program Materials, unless you: (a) obtain prior written authorization from Kick (through these terms or otherwise); (b) control the rights associated with such content; or (c) cache such information for only a twenty-four hour time period without further sharing it with third parties.

• Re-syndication and re-distribution of Program Materials or data as available from a Kick API is prohibited.

• You must use commercially reasonable efforts to cause Your Services to update cached results and take the following actions: (a) delete Program Materials and Kick Content when Kick reports them as deleted or expired, and (b) honor changes made on or related to Program Materials and Kick Content.

• If you are designing Your Services in a way that violates these rules, you need to explore eligibility under one of the commercial arrangements described above.

D. Requirements for Specific Features and APIs

1. Embeddable Experiences

• We encourage you to use Kick’s embeddable products to showcase Kick Content. However, you must obtain authorization from the applicable Kick end users before using their channels’ content to market or promote a commercial product or service. Kick does not own all Kick Content provided by its end users, and offering Program Materials that allow you to reproduce or display Kick Content is not an express or implied license to the content from Kick.

• You must adopt and integrate our embeddable player for all Kick video content. You may not use any other player or system to display Kick video content without Kick’s prior written permission.

• Do not modify, replace, interfere with, limit, block, cover, or obscure: (a) the functionality of embeddable experiences, including advertisements; or (b) the Kick Marks.

• We encourage you to use the Kick embed autoplay feature where the embed is positioned as a focus of the user experience. Kick may disable autoplay when the embed is not relevant or related to the user experience, meaning the embed is hidden, obscured, or located at the bottom of a page, and/or where a primary purpose of the embed placement is to inflate viewer count on a Kick Channel.

Prohibited Uses:

• Kick embeds must not be used on websites that (a) have a primary purpose to share or host content that would violate Kick’s Terms of Service or Community Guidelines; (b) attempt to replicate the Kick experience without offering additional content or data of substantial value on the same page; or (c) target children under 16.

• You must not transmit embeddable experiences to or through any advertising network or other advertising-related service.

• You must not create or implement embeddable experiences in exchange for any compensation (monetary or non-monetary, directly or indirectly) from a content provider on a site or service that the content provider does not own or operate.

Permitted Commercial Uses:

• Advertising is permitted on the same website as Kick’s embeddable experiences so long as other content or data of substantial value appears on the same page.

• You can charge end users for access to Your Services that include Kick embeddable experiences, but cannot charge fees specifically for the ability to watch or access those experiences. 

2. Chat

We consider chat to be an essential component of the broadcast experience on Kick. It is our belief, and we hope this informs your thinking, that Kick streamers should be able to do the following with chat:

• Exercise control over their channel environment.

• Cast a net for input from viewers.

• Create a feedback loop with viewers.

• Accomplish tasks (polls, giveaways, enforce spam filters, answer questions).

• Trigger viewing experiences.

Specific requirements with Chat:

• You must position any end user authentication method in a clear and conspicuous location to ensure end users consent to initiating chat conversations.

• You must enable, and process, all requests by end users to block, discontinue, or otherwise opt-out of chat communications.

• You must not design bots that engage in offensive or deceptive practices (e.g., generate hate speech, send spam, offer false follows, etc.) or otherwise violate Kick’s Terms of Service. 

• You must only retain chat logs as long as necessary for the operation of Your Services or to improve Your Services; do not do so for the purpose of creating public databases or websites, or, in general, to collect information about Kick’s end users. You must enable, and process, all requests by end users to block, discontinue, delete, or otherwise opt-out of any retention of chat logs for Your Services.