Donor Tools™ API License Agreement
- GRANT OF LICENSE. Subject to your ("Licensee", "you" or "your") full compliance with all of the terms and conditions of this Agreement, Higher Pixels, LLC ("Donor Tools", “we”, “us” “our”) grants Licensee a non-exclusive, revocable, non-sublicensable, nontransferable license to access and use the Donor Tools application programming interface and other materials (including without limitation the code examples, data, images, text, content, code and tools) provided by Donor Tools with respect thereto (collectively, "APIs") for the sole purpose of creating, submitting and running an application that interfaces with the API (a “Licensee Application”). Donor Tools is entitled, without any liability, to revise or discontinue the API, or to restrict Your access to the API.
- PROPRIETARY RIGHTS - As between Donor Tools 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 Donor Tools 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 Donor Tools 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, Donor Tools 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, DONOR TOOLS 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, DONOR TOOLS 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 Donor Tools and pays all fees associated with such support. Any such support provided by Donor Tools 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 DONOR TOOLS 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 DONOR TOOLS 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, DONOR TOOLS DISCLAIMS ALL LIABILITY OF ANY KIND OF DONOR TOOLS' VENDORS.
- INDEMNITY - Licensee agrees that Donor Tools shall have no liability whatsoever for any use Licensee makes of the APIs. Licensee shall indemnify and hold harmless Donor Tools 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 Donor Tools that such actions have occurred. Donor Tools shall have the right to inspect and audit Licensee's facilities to confirm the foregoing. Sections 6 through 11 and all accrued rights to payment shall survive termination of this Agreement.
- EXPORT CONTROLS - 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.
- MISCELLANEOUS - This Agreement constitutes the entire agreement between Licensee and Donor Tools 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 California law as such law applies to agreements between California residents entered into and to be performed within California by two residents thereof and without reference to its conflict of laws principles or the United Nations Conventions for the International Sale of Goods. Except to the extent otherwise determined by Donor Tools, any action or proceeding arising from or relating to this Agreement must be brought in a federal court in the Northern District of California or in state court in San Francisco County, California, 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 Donor Tools. 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 Donor Tools to act with respect to a breach of this Agreement by Licensee or others does not constitute a waiver and shall not limit Donor Tools' 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 Donor Tools' prior written consent and any action or conduct in violation of the foregoing shall be void and without effect. Donor Tools expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder.
This document was last updated May 19, 2009
For questions regarding this policy, please email firstname.lastname@example.org