1. GRANT OF LICENSE - Subject to your ("Licensee's") full compliance with all of the terms and conditions of this API Terms of User ("Agreement"), Goozex, Inc. ("Goozex") grants Licensee a limited, non-exclusive, revocable, nonsublicensable, nontransferable license to access, download and use the Goozex application program interface and other materials provided by Goozex (collectively, "APIs") to develop, reproduce and distribute non-commercial applications ("Applications") that interoperate with Goozex.com or any other web property owned by Goozex. To the extent of this Agreement, the APIs include any data and personal information that may be available through the use of the APIs. Licensee may not install or use the APIs for any other purpose (including without limit any commercial purpose) without Goozex's prior written consent. For the sake of clarity, the sale of advertising on a website where an Application is hosted shall not alone constitute a commercial use under this Agreement, provided that the advertising is not integrated within the Application itself, or that the Application does not represent the majority of the content of the site. 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 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, drugs, weapons and accessories.
2. PROPRIETARY RIGHTS - As between Goozex 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 Goozex and are protected by applicable intellectual property laws and treaties.
3. 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 of the data provided by 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 Goozex 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, Goozex 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.
4. USE OF THE GOOZEX NAME – The Application shall show a link to the Goozex’s website or the text “Powered by Goozex.com” with a link to the Goozex’s website. The link and the text i) shall not be prominent, and ii) shall not infer or imply that the Application was developed by Goozex or that it is supported in any way by Goozex. The Application shall clearly state the name of its author.
5. APPLICATION LICENSE – Licensee can elect to make the Application available to other Goozex members (“Public Application”) by posting it on the Goozex public forums and other locations suitable for access by registered Goozex members. If Licensee elects to make its Application a Public Application, Licensee agrees to the following: i) access, download, and use of the Public Application by any Goozex member shall be free of charge and unlimited; ii) Licensee shall make the Public Application available under the GNU General Public License (“GNU GPL”); iii) Licensee shall authorize Goozex to copy the Public Application and make it publicly available to all Goozex members on the Goozex website.
6. USER DATA PROTECTION – Licensee shall ensure that all information and data collected by Application through the use of the APIs are safeguarded and protected from unauthorized use. In some cases the users of the Application may be requested to provide their username and token ID (“Token ID”) for the purpose of identifying the users within the Application and access their personal data on Goozex. Under no circumstances the Application is authorized to request its users to insert, share or provide their Goozex login password (the Token ID is a public string that uniquely identifies each member on Goozex; the login password is a private password used by members to login on Goozex.com).
7. LIMITED RELATIONSHIP - Licensee and Goozex act as independent contractors, and nothing in this Agreement shall be construed as creating an employer-employee relationship, a partnership, or a joint venture. While Licensee may publicly refer to the fact that Licensee has implemented the APIs, Licensee agrees not make any other public statements that assert or imply any other relationship with Goozex, without Goozex's prior written consent.
8. ACCESS TO THE SERVICES – Licensee shall request an application authorization code (“App Code”) to Goozex prior to using the APIs. Licensee shall request an App Code for each Application that Licensee intends to develop. Licensee may not alter or counterfeit an App Code, and shall not share the App Code with any third party. All requests sent to the APIs shall include the Licensee’s App Code. Goozex may track the traffic generated by each App Code for statistical reasons, performance evaluation, and traffic monitoring. Goozex may change, suspend, restrict, or discontinue access to the APIs for a given App Code at any time, without notice.
9. WARRANTY DISCLAIMER - THE APIs ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, GOOZEX 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, GOOZEX DISCLAIMS ANY WARRANTY THAT LICENSEE'S USE OF THE APIs WILL BE UNINTERRUPTED OR ERROR FREE.
10. SUPPORT AND UPGRADES - This Agreement does not entitle Licensee to any support for the APIs, unless Licensee makes separate arrangements with Goozex and pays all fees associated with such support. Any such support provided by Goozex shall be subject to the terms of this Agreement.
11. 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 GOOZEX 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 GOOZEX 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, GOOZEX DISCLAIMS ALL LIABILITY OF ANY KIND OF GOOZEX'S VENDORS.
12. INDEMNITY - Licensee agrees that Goozex shall have no liability whatsoever for any use Licensee makes of the APIs. Licensee shall indemnify and hold harmless Goozex and its subsidiaries, affiliates, officers, agents, employees, and suppliers, from any and all claims, damages, liabilities, costs and fees (including reasonable attorneys' fees) arising from or in any way related to Licensee's use of the APIs.
13. 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 Goozex that such actions have occurred. Goozex 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.
14. GOVERNMENT USE - 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 APIs 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 APIs are a "commercial item," "commercial computer software" and "commercial computer software documentation." In accordance with such provisions, any use of the APIs by the Government shall be governed solely by the terms of this Agreement.
15. 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.
16. MISCELLANEOUS - This Agreement constitutes the entire agreement between Licensee and Goozex 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 Maryland law without giving effect to its conflict of laws provisions. Except to the extent otherwise determined by Goozex, any action or proceeding arising from or relating to this Agreement must be brought in a federal court or in state court in Maryland, 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 Goozex. 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 Goozex to act with respect to a breach of this Agreement by Licensee or others does not constitute a waiver and shall not limit Goozex's 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 Goozex's prior written consent and any action or conduct in violation of the foregoing shall be void and without effect. Goozex expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder.
17. CHANGES - Goozex reserves the right to change the terms in this Agreement, and Licensee is responsible for regularly reviewing the Agreement. Licensee’s continued use of the Goozex API and/or data after the effective date of such changes shall constitute acceptance of and agreement to any such changes. Goozex may change, suspend, restrict, or discontinue the APIs at any time, without notice.
(Last Updated: July 30, 2008)