Verify.IM API > Licenese Agreement

1. GRANT OF LICENSE - Subject to your ("Licensee's") full compliance with all of the terms and conditions of this API Agreement ("Agreement"), Verify.IM, Inc. ("Verify.IM") grants Licensee a non-exclusive, revocable, nonsublicensable, nontransferable license to download and use the Verify.IM application program interface and other materials provided by Verify.IM (collectively, "APIs") to develop, reproduce and distribute non-commercial applications that interoperate with Verify.IM or any other web property owned by Verify.IM ("Verify.IM Applications"). Licensee may not install or use the APIs for any other purpose (including without limit any commercial purpose) without Verify.IM's prior written consent. For the sake of clarity, the sale of advertising on a website where a Verify.IM Application is hosted shall not alone constitute a commercial use under this Agreement, provided that the advertising is not integrated within the Verify.IM Application itself. 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, weapons and accessories.

2. PROPRIETARY RIGHTS - As between Verify.IM 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 Verify.IM 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 (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 Verify.IM 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, Verify.IM 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. WARRANTY DISCLAIMER - THE APIs ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, VERIFY.IM 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, VERIFY.IM DISCLAIMS ANY WARRANTY THAT LICENSEE'S USE OF THE APIs WILL BE UNINTERRUPTED OR ERROR FREE.

5. SUPPORT AND UPGRADES - This Agreement does not entitle Licensee to any support for the APIs, unless Licensee makes separate arrangements with Verify.IM and pays all fees associated with such support. Any such support provided by Verify.IM shall be subject to the terms of this Agreement.

6. 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 VERIFY.IM 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 VERIFY.IM 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, VERIFY.IM DISCLAIMS ALL LIABILITY OF ANY KIND OF VERIFY.IM'S VENDORS.

7. INDEMNITY - Licensee agrees that Verify.IM shall have no liability whatsoever for any use Licensee makes of the APIs. Licensee shall indemnify and hold harmless Verify.IM from any and all claims, damages, liabilities, costs and fees (including reasonable attorneys' fees) arising from Licensee's use of the APIs.

8. 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 Verify.IM that such actions have occurred. Verify.IM 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.

9. 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.

10. 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.

11. MISCELLANEOUS - This Agreement constitutes the entire agreement between Licensee and Verify.IM 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 Verify.IM, any action or proceeding arising from or relating to this Agreement must be brought in a federal court in the Southern District of California or in state court in Los Angeles 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 Verify.IM. 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 Verify.IM to act with respect to a breach of this Agreement by Licensee or others does not constitute a waiver and shall not limit Verify.IM'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 Verify.IM's prior written consent and any action or conduct in violation of the foregoing shall be void and without effect. Verify.IM expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder.