posted this on November 28, 2010 11:20 am
This End User License Agreement (the "Agreement") is a legal agreement between you (either an individual or an entity) and Lockerz, Inc. (which acquired Plixi, Inc., including all of its property, rights, powers, and duties, in January 2011, hereafter referred to as "Licensor") regarding the use of Licensor's Application Programming Interfaces ("APIs"), which are attached to this Agreement. The API's may include user documentation provided in "online" or electronic form. By implementing, installing or using the APIs, you agree to be bound by the terms of this Agreement. If you do not agree to the terms of this Agreement do not use any of the APIs. It is your responsibility to check back here regularly as these terms may change from time to time. Your implementing, installing or using of any API's after any such change will constitute your agreement to all such change(s).
Subject to the terms and conditions of this Agreement, Licensor grants you a nonexclusive, nontransferable, revocable, worldwide license to use the APIs in object code form only, solely to incorporate with your products functionality that will enable those products to interface and work with Licensor's photo-sharing service, located at www.lockerz.com, and associated software.
You may not sublicense, distribute, sell, lend, rent, lease or grant any rights in or to all or any portion of the APIs. This Agreement authorizes you to (a) make one copy of the APIs solely for backup or archival purposes, or (b) transfer the software portions of the APIs to a single hard disk provided you keep the original solely for backup or archival purposes. You may not remove, alter, or obscure any proprietary notices contained on or within the APIs and shall reproduce such notices on any back-up copy of the APIs. You may not copy the printed materials accompanying the APIs, nor print copies of any user documentation provided in "online" or electronic form.
The APIs are licensed to you for internal use only. You acknowledge that the scope of the licenses granted hereunder do not permit you (and you may not allow any third party) to: (i) decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, underlying user interface techniques or algorithms of the APIs by any means whatever, or disclose any of the foregoing; (ii) provide, lease, lend, use for timesharing or service bureau purposes, or otherwise use or allow others to use the APIs for the benefit of third parties; or (iii) modify or create a derivative work of any part of the APIs.
The APIs are owned by Licensor or its suppliers or licensors and is protected by United States copyright laws and international treaty provisions. Except for the rights expressly granted herein, Licensor retains all of its right, title and interest in and to the APIs.
You may not sublicense, transfer or assign this Agreement or any of the rights or licenses granted under this Agreement, except in the case of a merger or sale of all or substantially all of your assets. Any attempted transfer in violation of the foregoing is void.
You may terminate this Agreement at any time by ceasing your access to or use of the Licensor's API. Licensor may terminate this Agreement at any time and without notice to you in the event that you breach ay term or condition in this Agreement or engage in any activity Licensor reasonably believes may create liability for Licensor. Licensor also may terminate this Agreement and any license granted for any or no reason at any time, including by giving you notice by email to the email address you last provided Licensor. Your failure to receive any such notice will have no effect on the termination of the license or this Agreement. Upon termination, regardless of the reason or the party initiating the termination, you immediately will cease all access to and use of Licensors's API, relinquish all rights under this Agreement, and delete or destroy all information derived from your access to and use of Licensor's API and all copies and copies of portions of Licensor's APIs and documentation.
You may not allow the APIs to be sent or used in any country except in compliance with applicable U.S. laws and regulations. By downloading or using the APIs, you represent and warrant that you are not located in, under the control of, or a national or resident of any countries to which export is prohibited, or to which the U.S. has embargoed goods.
THE APIs ARE IS LICENSED "AS IS." LICENSOR MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE APIs (INCLUDING ANY ACCOMPANYING DOCUMENTATION), AND SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. Some states/jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply.
Limitation of Liability
YOU AGREE THAT IN NO EVENT SHALL LICENSOR OR ITS AGENTS OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTIONS, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE APIs, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL LICENSOR BE LIABLE TO YOU FOR DAMAGES IN AN AMOUNT GREATER THAN $50 OR THE AGGREGATE FEES YOU PAID LICENSOR FOR ACCESS TO THE LICENSOR'S API'S IN THE LAST YEAR. Some states/jurisdictions do not allow the limitation or exclusion of incidental or consequential damages, so the above limitations or exclusions may not apply.
If you are a corporation, partnership or similar entity, then the license granted under this Agreement is expressly conditioned upon acceptance by a person who is authorized to sign for and bind the entity. This Agreement is the entire agreement between you and Licensor with respect to the APIs, and supersedes any previous oral or written communications or documents (including, if you are obtaining an update, any agreement that may have been included with the initial version of the APIs). This Agreement is governed by the laws of the State of California, USA. This Agreement will not be governed by the U.N. Convention on Contracts for the International Sale of Goods. If any provision of this Agreement is found to be invalid or unenforceable, it will be enforced to the extent permissible and the remainder of this Agreement will remain in full force and effect. Failure to prosecute a party's rights with respect to a default hereunder will not constitute a waiver of the right to enforce rights with respect to the same or any other breach.
The APIs (including accompanying documentation) are "commercial computer software" and "commercial computer software documentation," respectively, pursuant to DFAR Section 227.7202 and FAR Section 12.212, as applicableAny use, modification, reproduction release, performance, display or disclosure of the APIs and accompanying documentation by the U.S. Government will be governed solely by the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms of this Agreement.