THIS AGREEMENT DESCRIBES YOUR RIGHTS AND RESPONSIBILITIES; PLEASE READ IT CAREFULLY. IF YOU DO NOT ACCEPT ALL OF THE TERMS, DO NOT CLICK "AGREE" AND DO NOT USE THIS WEBSITE.
You must read these Terms carefully. Mashery, Inc. ("Mashery") provides the Website to you subject to the Terms. You accept the Terms by using the Website in any manner and/or by otherwise acknowledging your agreement with the Terms.
As used in these Terms, "Affiliate" means any entity that controls, is controlled by or is under common control with Mashery.
Amendment of Terms
Mashery reserves the right at any time in its sole discretion without liability to you or any third party to modify, suspend or terminate your access or the access of all users to the Website or any of its Content or Services. Mashery may amend these Terms at any time by posting the amended terms on the Website.
In consideration of your use of the Website, Content, or Services, you agree to:
- provide accurate, current, and complete information about you as may be prompted by a registration form on the Website (the "Registration Data");
- maintain the security of your password and identification;
- maintain and promptly update the Registration Data, and any other information you provide to Mashery, and keep all such information accurate, current and complete;
- evaluate and bear all risks associated with your use of any Content or Services, including any reliance on the accuracy, completeness, or usefulness of the Content and the risks of unauthorized access.
You have sole responsibility for adequate protection and backup of data and/or equipment used by you in connection with the Website. The interactivity and Web Services features of the Website are intended for use by persons who have authenticated their identities and lawfully received passwords to the Website from Mashery or its Affiliates ("Registered Users"). By using the Website in any manner, you represent that you are a Registered User.] You further consent and authorize Mashery or its Affiliates to verify your Registration Data.
Your Obligations and Conduct; Use of Services
You agree you will not use the Website, Content, or Services, or any portion thereof, to:
- transmit spam or upload, post or otherwise transmit Content that is inaccurate, harmful, obscene, defamatory, racist or is otherwise offensive to others;
- pretend to be Mashery, any of its Affiliates, or someone else, or otherwise misrepresent your identity or affiliation;
- forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any Content transmitted through the Website;
- disrupt the normal flow of dialogue or otherwise act in a manner that negatively affects other users' ability to use the Website;
- engage in activities that would violate any fiduciary relationship, any applicable local, state, national, or international law, or any regulations having the force of law;
- upload, post, collect or store personal data about other users unless specifically authorized by such users;
- provide, procure or permit third party access to the Website unless expressly so authorized by Mashery.
You agree not to use the Website, Content, or Services in any way which:
- violates or infringes anyone's intellectual property rights;
- transmits software viruses or any other computer code, files, or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment;
- is injurious to the interests of Mashery, any of its Affiliates, or other users of the Website.
You expressly agree that Mashery and its Affiliates have no responsibility or control over the Content that you upload, post or otherwise transmit via the Website (including, without limitation, any Content submitted to any message boards) or modifications you may make to the Content (collectively, "User Content") and you acknowledge that Mashery and its Affiliates do not review the User Content before you upload, modify, post or otherwise transmit such User Content. Mashery and its Affiliates make no representation that your use of the Website will comply with applicable laws or that they were designed to comply with applicable laws. Additionally, Mashery and its Affiliates do not represent, warrant or guarantee the truthfulness, accuracy, quality or reliability of any of the Content posted, displayed, linked to or otherwise transmitted via the Website. Mashery and its Affiliates do not endorse any opinions expressed in or through any such Content. You agree that you must evaluate and bear all risks associated with the use of any Content, including any reliance on the accuracy, completeness, or usefulness of the Content. Except where expressly stated to the contrary, Mashery possesses the immediate right, but not the obligation, to edit or remove any Content from the Website at any time and/or terminate your ability to access the Website without notice, at its sole discretion.
Links to Third Party Sites
Any links to the Internet sites of third parties are provided solely for your convenience and such sites are not owned or operated by Mashery. Mashery has no control over any linked third party sites, is not responsible for the content on such sites, and makes no representations or warranties with respect to such sites. If you click through to a third party's site, you do so at your own risk.
The Website, including without limitation all Content and all intellectual property rights in and to the same, is owned by or licensed to Mashery, its Affiliates, or our third-party content providers. Except as expressly authorized by Mashery, you agree not to reproduce, modify, sell, distribute, download, transmit, or create derivative works of the Content, in whole or in part, by any means. You must not modify, decompile, or reverse engineer any software Mashery or its Affiliates disclose to you, and you must not remove or modify any copyright or trademark notice, or other notice of ownership. Subject to the following paragraph, you acknowledge and agree that no right, title or interest in any Content is transferred to you as a result of your use of such Content, the Website, or any Services.
Mashery and its Affiliates do not claim ownership of the User Content and shall have no obligation of any kind with respect to such User Content, in each case except to the extent expressly assumed under written agreement. You hereby grant Mashery, its Affiliates, and all other Registered Users of the Website a worldwide, royalty-free, paid-up, transferable, sublicensable, non-exclusive license to use, reproduce, modify, distribute, transmit, display, perform, adapt, and publish such User Content for the purposes of: formatting, maintenance, repair, protection, organization, or other administration of the Website or Services and for the use of such User Content in the course of Mashery's provision of the Website or Services.
This license will remain in effect until such User Content is removed from the Website. You hereby represent and warrant that you have proper authorization for the worldwide transfer and processing among Mashery, its Affiliates, and third-party providers of any information or User Content you create or provide.
Unless explicitly stated herein, nothing in these Terms shall be construed as conferring any license to intellectual property rights of Mashery or its Affiliates, whether by estoppel, implication, or otherwise. You may not do or allow anyone else to do anything with the Content which is not specifically permitted under the Terms.
"Mashery Trademarks" means all names, marks, brands, logos, designs, trade dress, slogans, and other designations Mashery or its Affiliates use in connection with its products and services. You may not remove or alter any Mashery Trademarks, or co-brand your own products or material with Mashery Trademarks, without Mashery's prior written consent granted or denied at Mashery's sole discretion.
You hereby (a) acknowledge Mashery's or its Affiliates' rights in Mashery Trademarks and agree that any use of Mashery Trademarks by you shall inure to Mashery's or its Affiliates', as applicable, sole benefit; and (b) agree not to incorporate any Mashery Trademarks into your trademarks, service marks, company names, Internet addresses, domain names, or any other similar designations, for use on or in connection with products, services, or information.
Notice Procedure Relating to Copyright Infringement
Mashery respects the intellectual property rights of others and expects all Website users and Mashery partners to respect the intellectual property rights of Mashery and third parties. Repeated infringement of intellectual property rights, or other violations of these terms, may result in the termination of accounts and/or denial of access to particular users. If you believe that something posted within the Website environment is infringing a copyright or other intellectual property right of yours or of a third party, or if you believe the posting or publication is in violation of any other law or legal duty, then please provide notice to Mashery at the address provided below, including the information specified below:
Address for Notice:
625 Second St.
San Francisco, CA , USA
or send an email to email@example.com
- A concise description of the offending material, including a sufficient description of its location within the Website environment to allow it to be identified and located.
- A concise description of the problem or issue.
- Your contact information, including mail, phone, and e-mail.
If the issue pertains to infringement of copyright or other intellectual property rights, your notice to us must also include the following:
- a physical or electronic signature of the person authorized to act on behalf of the rights owner
- a statement that you have a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- a statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of the right that is allegedly infringed.
- Address for Notice:
The Terms take effect on the date you first access or use the Website and will continue until your account expires, ceases, or is terminated. Mashery reserves the right at any time in its sole discretion to terminate the Terms, with or without notice. Upon termination of the Terms for any reason, you will cease to have access to the Website and Content and all of your user's rights herein will cease. Rights and obligations under the Terms which by their nature should survive will remain in full effect after termination or expiration of the Terms, including without limitation those of Sections 2, 4, 6, 8, 9, 10, 11, 12, 13, and 14.
You hereby agree to indemnify and hold Mashery and its Affiliates harmless from any losses, expenses, costs or damages (including our reasonable legal fees, expert fees and other reasonable costs of litigation) suffered or incurred by Mashery and its Affiliates and its and their shareholders, officers, directors, agents, licensors, suppliers, other partners, employees, and representatives: a) arising directly or indirectly from; b) incurred directly or indirectly as a result of; or c) in any manner related to any claim, demand, or action based upon, your User Content, your use of or connection to the Website or Services, your violation of the Terms, or your violation of any rights of another (together, your "Use") or Use of the Website and its Content by a third party where you have provided, permitted or procured such third party access.
Human Use Restriction
The Website is published solely for direct access by human users. 'Spiders', 'crawlers', 'bots' and all other automated software or hardware devices designed to access and 'read' or otherwise analyze the Website independently are prohibited and you agree not to access or use the Website by such means unless to the extent expressly so authorized by the Website's administration personnel.
Disclaimer of Warranties
YOUR USE OF THE WEBSITE IS AT YOUR SOLE RISK UNLESS OTHERWISE EXPLICITLY STATED. THE WEBSITE, INCLUDING ALL SERVICES AND CONTENT (AS DEFINED IN SECTION 1) IS PROVIDED ON AN "AS IS" "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. TO THE EXTENT PERMITTED BY LAW, MASHERY AND ITS AFFILIATES DISCLAIM ALL EXPRESS OR IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. MASHERY AND ITS AFFILIATES MAKE NO REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS TO THE USEFULNESS, QUALITY, SUITABILITY, TRUTH, ACCURACY, OR COMPLETENESS OF THE WEBSITE.
MASHERY AND ITS AFFILIATES MAKE NO WARRANTY OR REPRESENTATION THAT: (a) THE WEBSITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (b) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE WEBSITE WILL BE ACCURATE OR RELIABLE; (c) THE QUALITY OF ANY PRODUCTS, SERVICES, CONTENT, INFORMATION, OR OTHER MATERIAL OBTAINED FROM THE WEBSITE WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; OR (d) ANY ERRORS IN THE WEBSITE WILL BE CORRECTED.
YOU ASSUME ALL RISK FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM OBTAINING ANY CONTENT FROM THE WEBSITE, INCLUDING ANY DAMAGES RESULTING FROM COMPUTER VIRUSES.
Limitation of Liability
TO THE FULL EXTENT PERMITTED BY LAW, MASHERY AND ITS AFFILIATES ARE NOT LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE, DATA, ELECTRONICALLY TRANSMITTED ORDERS, OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF OR IN CONNECTION WITH THE WEBSITE, EVEN IF MASHERY OR ANY OF ITS AFFILIATES HAVE PREVIOUSLY BEEN ADVISED OF, OR REASONABLY COULD HAVE FORESEEN, THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT OR IN TORT (INCLUDING NEGLIGENCE), INCLUDING WITHOUT LIMITATION DAMAGES DUE TO: (a) THE USE OF OR THE INABILITY TO USE THE WEBSITE; (b) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO, THROUGH, OR FROM THE WEBSITE; (c) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE WEBSITE, INCLUDING WITHOUT LIMITATION UNAUTHORIZED ACCESS TO OR ALTERATION OF TRANSMISSIONS OR DATA, MALICIOUS OR CRIMINAL BEHAVIOR, OR FALSE OR FRAUDULENT TRANSACTIONS; OR (d) CONTENT OR INFORMATION YOU MAY DOWNLOAD, USE, MODIFY, OR DISTRIBUTE.
TO THE EXTENT THAT ANY JURISDICTION DOES NOT ALLOW THE EXCLUSION OR LIMITATION OF DIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, PORTIONS OF THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY. MASHERY AND ITS AFFILIATES DO NOT SEEK TO EXCLUDE OR RESTRICT ITS LIABILITY FOR PERSONAL INJURY ARISING FROM ITS NEGLIGENCE.
IN THE EVENT YOU HAVE ANY DISPUTE WITH ONE OR MORE THIRD PARTIES AS A RESULT OF YOUR USE OF THE WEBSITE, CONTENT OR SERVICES, OR ARE IN ANY WAY DAMAGED AS A RESULT OF ANY THIRD PARTY IN CONNECTION THEREWITH, YOU HEREBY RELEASE AND COVENANT NOT TO SUE OR OTHERWISE MAKE A CLAIM, DEMAND OR FILE ANY LEGAL ACTION OR INSTITUTE ANY LEGAL OR REGULATORY PROCEEDINGS AGAINST MASHERY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, REPRESENTATIVES AND SUPPLIERS FROM, FOR ANY CLAIMS, ACTIONS, DEMANDS OR DAMAGES (WHETHER DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL), OF WHATEVER KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED OR UNSUSPECTED, WHETHER FORESEEABLE OR NOT, DISCLOSED OR UNDISCLOSED.
International Sale of Goods; Export and Import Control Laws and Regulations. You and Mashery hereby agree to opt out from and expressly exclude any applicability of the Uniform Information Transactions Act (UCITA). Services, Content, and product derived or obtained from the Website may be subject to the U.S. export laws and the export or import laws of other countries. You agree to comply strictly with all such laws and, in particular, shall: (a) obtain any export, reexport, or import authorizations required by U.S. or your local laws; (b) not use Services, Content, or direct product from the Website to design, develop or produce missile, chemical/biological, or nuclear weaponry; and (c) not provide Services, Content, or direct product from the Website to prohibited countries and entities identified in the U.S. export regulations.
Equitable Relief. You agree that any breach of the Terms will result in irreparable harm to Mashery or its Affiliates for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, Mashery or its Affiliates will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if Mashery or its Affiliates seek such an injunction.
No Agency. Nothing in these Terms shall be construed as creating a partnership, contract of employment, agency, joint venture or franchise relationship between Mashery or any of its Affiliates with you.
Waiver. Any express waiver or failure to exercise promptly any right under the Terms will not create a continuing waiver or any expectation of non-enforcement. If any provision of the Terms is held invalid by any law or regulation of any government, or by any court or arbitrator, the parties agree that such provision will be replaced with a new provision that accomplishes the original business purpose, and the other provisions of the Terms will remain in full force and effect.
Governing Law, Jurisdiction, and Venue. The Terms shall for all purposes be governed, interpreted, construed, and enforced solely and exclusively in accordance with the law of the State of California, without regard to conflicts of law provisions thereof. You hereby submit to the exclusive jurisdiction and venue of the federal and state courts located in San Francisco County, California You expressly consent to the exercise of personal jurisdiction by such courts and agree that you will not object to jurisdiction of or venue in such courts on the grounds of lack of personal jurisdiction, forum non conveniens, or otherwise.
No Third Party Beneficiary. You acknowledge and agree that, except as otherwise expressly provided in the Terms, there shall be no third party beneficiary to this agreement.
Entire Agreement. The Terms constitute the entire agreement between you and Mashery relating to their subject matter, and cancel and supersede any prior versions of the Terms. No modification to the Terms will be binding, unless in writing and signed by an authorized Mashery representative. You may not assign, sublicense, delegate or otherwise transfer the Terms or any right granted hereunder.
I accept and agree to be bound by these Terms.
© 2006 Mashery. All rights reserved worldwide.