BY DOWNLOADING ANY API PACKAGE FROM CLOUDWORDS, YOU OR THE ENTITY THAT YOU REPRESENT ("LICENSEE") ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS LICENSE AGREEMENT ("AGREEMENT"). LICENSEE'S USE OF THE DOWNLOADED MATERIALS SHALL ALSO CONSTITUTE ASSENT TO THE TERMS OF THIS AGREEMENT. IF LICENSEE DOES NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, DO NOT USE THE API PACKAGE AND DELETE ALL MATERIALS FROM YOUR MACHINE. IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.
Subject to Licensee's compliance with the terms of this Agreement Cloudwords, Inc. ("Cloudwords") grants to Licensee a nonsublicensable, nonexclusive, nontransferable, license to use and copy the application programming interface and other materials included in the download provided herein by Cloudwords, but only in accordance with the requirements set forth in such materials (collectively, the "API Package").
Except as expressly and unambiguously authorized under this Agreement, Licensee may not (i) rent, lease, sell the API Package, or attempt to gain restricted access to Cloudwords's system or (ii) use the API Package in violation of any applicable law. This Agreement does not include any right for Licensee to use any trademark, service mark, trade name or any other mark of Cloudwords or any other party or licensor. No rights or licenses are granted except as expressly and unambiguously set forth herein. If Licensee violates any of the foregoing restrictions, this Agreement and all licenses contained herein shall immediately terminate.
Cloudwords is in no way obligated to provide Licensee with any error correction or support, or otherwise maintain the API Package. Cloudwords may, however, provide whatever error correction and/or support services Cloudwords may determine in its sole discretion (and anything it provides in connection therewith will be deemed part of the API Package). Licensee agrees to report to Cloudwords any errors or difficulties discovered and the characteristic conditions and symptoms of such errors and difficulties, including without limitation, those related to interoperability ("Feedback"). Cloudwords shall be free to use, disclose, reproduce, license or otherwise distribute, and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of intellectual property rights or otherwise.
Licensee shall indemnify and hold harmless Cloudwords from any and all claims, damages, liabilities, losses, costs and fees (including reasonable attorneys' fees) arising from Licensee's use of the API Package.
The parties acknowledge that the API Package and any services are provided "AS IS." EXCEPT FOR BODILY INJURY, CLOUDWORDS AND ITS LICENSORS DISCLAIM ALL WARRANTIES RELATING TO THE API PACKAGE OR ANY SERVICES OR SUBJECT MATTER OF THIS AGREEMENT, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES AGAINST INFRINGEMENT OF THIRD- PARTY RIGHTS, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
CLOUDWORDS AND ITS LICENSORS SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT OR THE TERMS AND CONDITIONS RELATED THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY (A) FOR LOSS OR INACCURACY OF DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, OR (B) FOR ANY INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING, BUT NOT LIMITED TO LOSS OF REVENUES AND LOSS OF PROFITS OR (C) FOR ANY AMOUNT GREATER THAN $100. CLOUDWORDS AND ITS LICENSORS SHALL NOT BE RESPONSIBLE FOR ANY MATTER BEYOND ITS REASONABLE CONTROL.
This Agreement shall continue until terminated as set forth in this section. Licensee may terminate this Agreement at any time. Licensor may terminate this Agreement immediately if Licensee violates any provision of this Agreement. Any termination of this Agreement shall also terminate the licenses granted hereunder. Upon termination of this Agreement for any reason, Licensee shall destroy and remove from all computers, hard drives, networks, and other storage media all copies of the Software, and shall so certify to Licensor that such actions have occurred. Sections 2, 3 and 5 through 11 shall survive termination of this Agreement.
If Licensee is part of an agency, department, or other entity of the United States Government ("Government"), the use, duplication, reproduction, release, modification, disclosure or transfer of the API Package are restricted in accordance with the Federal Acquisition Regulations as applied to civilian agencies and the Defense Federal Acquisition Regulation Supplement as applied to military agencies. The API Package is a "commercial item," "commercial computer software" and "commercial computer software documentation." In accordance with such provisions, any use of the API Package by the Government shall be governed solely by the terms of this Agreement.
Licensee shall comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control ("OFAC"), or other United States or foreign agency or authority, and Licensee shall not export, or allow the export or re-export of the APIs in violation of any such restrictions, laws or regulations. By downloading or using the APIs, Licensee agrees to the foregoing and represents and warrants that Licensee is not located in, under the control of, or a national or resident of any restricted country.
This Agreement shall be governed by and construed under the laws of the State of California without giving effect to the principles of conflicts of law and without application of the UN Convention on Contracts for the International Sale of Goods. The prevailing party in any action arising out of this Agreement shall be entitled to an award of its costs and attorneys' fees. No waiver of rights under this Agreement by either party shall constitute a subsequent waiver of any right under this Agreement and all waivers must be in writing. In the event that any term of this Agreement is held by a court to be unenforceable, such provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. Licensee may not assign this Agreement without the prior written consent of Cloudwords. Licensor shall have the right to freely assign or otherwise transfer this Agreement (in whole or part). All notices required or permitted under this Agreement will be in writing and will be sent to the addresses set forth in the first page of this Agreement (or such other address as a party may designate in writing). This Agreement is the complete agreement between the parties hereto concerning the subject matter of this Agreement and replaces any prior oral or written communications between the parties with respect thereto. This Agreement may only be modified by a written document executed by the parties hereto.
You may contact Company at the following address: 201 California Street, Suite 1350, San Francisco, CA 94111
Effective Date: January 1, 2011