API License Agreement
From AideRSS API Documentation
- GRANT OF LICENSE - Subject to your ("Licensee's") full compliance with all of the terms and conditions of this API Agreement ("Agreement"), AideRSS, Inc. ("AideRSS") grants Licensee a non-exclusive, revocable, nonsublicensable, nontransferable license to download and use the AideRSS application program interface and other materials provided by AideRSS (collectively, "APIs") to develop, reproduce and distribute non-commercial applications that interoperate with AideRSS.com or any other web property owned by AideRSS. Licensee may not install or use the APIs for any other purpose (including without limit any commercial purpose) without AideRSS' prior written consent. Licensee shall not use the APIs in connection with or to promote any products, services, or materials that constitute, promote or are used primarily for the purpose of dealing in: spyware, adware, or other malicious programs or code, counterfeit goods, items subject to Candian or U.S. embargo, unsolicited mass distribution of email ("spam"), multi-level marketing proposals, hate materials, hacking/surveillance/interception/descrambling equipment, libelous, defamatory, obscene, pornographic, abusive or otherwise offensive content, prostitution, body parts and bodily fluids, stolen products and items used for theft, fireworks, explosives, and hazardous materials, government IDs, police items, gambling, professional services regulated by state licensing regimes, non-transferable items such as airline tickets or event tickets, weapons and accessories.
- PROPRIETARY RIGHTS - As between AideRSS and Licensee, the APIs and all intellectual property rights in and to the APIs are and shall at all times remain the sole and exclusive property of AideRSS and are protected by applicable intellectual property laws and treaties.
- OTHER RESTRICTIONS - Except as expressly and unambiguously authorized under this Agreement, Licensee may not (i) copy, rent, lease, sell, transfer, assign, sublicense, disassemble, reverse engineer or decompile (except to the limited extent expressly authorized by applicable statutory law), modify or alter any part of the APIs, or (ii) otherwise use the APIs on behalf of any third party. This Agreement does not include any right for Licensee to use any trademark, service mark, trade name or any other mark of AideRSS 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, AideRSS shall own all right, title and interest relating to any and all inventions, works of authorship, designs, know-how, ideas and information made or conceived or reduced to practice, in while or in part, using the APIs. Licensee hereby agrees to make all assignments necessary to accomplish the foregoing ownership.
- WARRANTY DISCLAIMER - THE APIs ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, AIDERSS AND ITS VENDORS EACH DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE APIs, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, INTERFERENCE WITH QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. FURTHER, AIDERSS DISCLAIMS ANY WARRANTY THAT LICENSEE'S USE OF THE APIs WILL BE UNINTERRUPTED OR ERROR FREE.
- SUPPORT AND UPGRADES - This Agreement does not entitle Licensee to any support for the APIs, unless Licensee makes separate arrangements with AideRSS and pays all fees associated with such support. Any such support provided by AideRSS shall be subject to the terms of this Agreement.
- LIABILITY LIMITATION - REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, AND EXCEPT FOR BODILY INJURY, IN NO EVENT WILL AIDERSS OR ITS VENDORS, BE LIABLE TO LICENSEE OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE APIs, EVEN IF AIDERSS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE. ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM. IN ADDITION, AIDERSS DISCLAIMS ALL LIABILITY OF ANY KIND OF AIDERSS VENDORS.
- INDEMNITY - Licensee agrees that AideRSS shall have no liability whatsoever for any use Licensee makes of the APIs. Licensee shall indemnify and hold harmless AideRSS from any and all claims, damages, liabilities, costs and fees (including reasonable attorneys' fees) arising from Licensee's use of the APIs.
- TERM AND TERMINATION - This Agreement shall continue until terminated as set forth in this Section. Either party may terminate this Agreement at any time, for any reason, or for no reason including, but not limited to, if Licensee violates any provision of this Agreement. Any termination of this Agreement shall also terminate the license 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 APIs, and shall so certify to AideRSS that such actions have occurred. AideRSS shall have the right to inspect and audit Licensee's facilities to confirm the foregoing.
Sections 6 through 9 and all accrued rights to payment shall survive termination of this Agreement.
- MISCELLANEOUS - This Agreement constitutes the entire agreement between Licensee and AideRSS pertaining to the subject matter hereof, and supersedes any and all written or oral agreements with respect to such subject matter. This Agreement, and any disputes arising from or relating to the interpretation thereof, shall be governed by and construed under Ontario law. Except to the extent otherwise determined by AideRSS, any action or proceeding arising from or relating to this Agreement must be brought in a provinical or federal court in the Province of Ontario, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. The prevailing party in any action arising out of this Agreement shall be entitled to an award of its costs and attorneys' fees. This Agreement may be amended only by a writing executed by AideRSS. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of AideRSS to act with respect to a breach of this Agreement by Licensee or others does not constitute a waiver and shall not limit AideRSS rights with respect to such breach or any subsequent breaches. This Agreement is personal to Licensee and may not be assigned or transferred for any reason whatsoever (including, without limitation, by operation of law, merger, reorganization, or as a result of an acquisition or change of control involving Licensee) without AideRSS prior written consent and any action or conduct in violation of the foregoing shall be void and without effect. AideRSS expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder.
