BY CLICKING ON THE “ACCEPT” OR “SUBMIT” BUTTON, YOU OR THE ENTITY OR COMPANY THAT YOU REPRESENT (“YOU,” “YOUR,” “YOURS” OR “LICENSEE”) ARE UNCONDITIONALLY CONSENTING TO BE BOUND BY, ARE BECOMING A PARTY TO THIS OPENMINDS API LICENSE AGREEMENT (“AGREEMENT”), AND ARE HEREBY REPRESENTING AND WARRANTING THAT YOU ARE AUTHORIZED TO BIND LICENSEE. YOUR DOWNLOAD, INSTALLATION OR CONTINUED USE OF THE DOWNLOADED MATERIALS OR THE API (AS DEFINED BELOW) SHALL ALSO CONSTITUTE ASSENT TO THE TERMS OF THIS AGREEMENT. IF YOU DO NOT UNCONDITIONALLY AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE “DECLINE” BUTTON AND YOU WILL HAVE NO RIGHT TO USE THE API. IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE ALL OF THESE TERMS TO THE EXCLUSION OF ALL OTHER TERMS.
1. Subject to full compliance with the terms of this Agreement, Root-1, Inc. (“we,” “us” “our” or “Root-1”) hereby grants you a limited, personal, non-sublicensable, non-transferable, royalty-free, non-exclusive license to use our application programming interface and related information and documentation (collectively, the “API”) and our API Software Development Kit (“SDK”) for the sole purpose of allowing you to build software applications (each an “App”) that communicate with Root-1’s OpenMinds service (the “Service”), and for other purposes authorized by us in writing.
2. Subject to full compliance with the terms of this Agreement, we hereby grant you a limited, personal, non-sublicensable, non-transferable, royalty-free, non-exclusive license to distribute the SDK in object code form only as part of an App, and only subject to an end-user license agreement which is at least as protective of our proprietary rights in the SDK as those contained in this agreement. Without limiting the foregoing, these terms and conditions must include terms for Root-1’s benefit regarding (a) restrictions on reverse engineering (to the maximum extent permitted by applicable law); (b) disclaimer of warranties; and (c) limitation of liability.
3. Except in connection with your limited right to distribute the SDK in object code form in accordance with Section 2, you agree not to disclose (or allow access to) the API or SDK (or any information derived from them) to any third party and will limit access to the API and SDK (and any derived information) to your employees who are developing the App. In support of this obligation, you will apply at least the same security that you use to protect your own most confidential information. You will not reverse engineer any aspect of the API or SDK or authorize or encourage anyone else to do so (except to the extent such restriction is prohibited by applicable law).
4. You agree not to block, disable, hide or limit in any way the ability of any device (whether or not it includes the App) to access the Service or any portion or functionality of or enabled by the Service. You agree to share with Root-1, (via APIs) the usage and performance analytics of users that are derived from the use of OpenMinds content. This enables OpenMinds to maintain and track the users’ overall performance and is needed for our adaptive algorithms to serve the users the appropriate content regardless of the App they use.
5. Each App must (a) maintain 100% compatibility with the API, the SDK and the Service (including changes provided to you by Root-1, which shall be implemented in the App promptly thereafter). If any App uses or implements an outdated version of the API, SDK or the Service, you acknowledge and agree that such App may not be able to communicate with the Service. You agree not to modify, extend, subset or superset the API to any extent. You understand that we may cease support of old versions or releases of the API or SDK.
6. ROOT-1 PROVIDES THE API AND SDK “AS IS” AND WITHOUT WARRANTY OF ANY KIND, AND HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY, AND NON-INFRINGEMENT.
7. LIMITATION OF LIABILITY: UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, SHALL ROOT-1 OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, , OR DAMAGES RESULTING FROM LICENSEE’S USE OF THE API OR SDK. ROOT-1’S LIABILITY FOR DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF THIS AGREEMENT SHALL BE LIMITED TO $100. THE FOREGOING WILL NOT APPLY TO DAMAGES FOR BODILY INJURY THAT, UNDER APPLICABLE LAW, CANNOT BE SO LIMITED. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF YOU HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
8. This Agreement represents the agreement concerning the subject matter hereof between the parties and supersedes all prior agreements and representations between them. If this agreement is materially modified by Root-1, the other parties will have to accept the new terms before proceeding. Please note that Root-1 reserves the right to unilaterally terminate this Agreement for any or no reason at any time. The failure of Root-1 to act with respect to a breach of this Agreement by Licensee or others does not constitute a waiver and shall not limit Root-1’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 without Root-1’s consent and any action or conduct in violation of the foregoing shall be void and without effect. Root-1 expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder. This Agreement 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. The sole and exclusive jurisdiction and venue for actions arising under this Agreement shall be the State courts in Santa Clara County, California; both parties hereby agree to service of process in accordance with the rules of such courts. The party prevailing in any dispute under this Agreement shall be entitled to its costs and legal fees.
The following Terms of Service (ToS) for the OpenMinds API is subject to change at any time and for any reason, without notice, and we expect it to evolve as the API evolves. Please note that Root-1 reserves the right to terminate this Agreement or discontinue your use of the OpenMinds API or any portion or feature for any or no reason at any time.
You may use the OpenMinds API, and the data, content, and information made available through the OpenMinds API ("API Data"), in connection with a website or software application developed by you only in accordance with the terms and conditions of this Agreement. Root-1 may monitor your use of the OpenMinds API to ensure quality, improve Root-1 products and services, and verify your compliance with these terms. You shall not interfere with such monitoring or otherwise obscure from Root-1 your use of the OpenMinds API.
Your Application shall provide proper attribution to Root-1, as specified in the OpenMinds API Brand Guidelines, which may be modified by Root-1 at any time. Root-1 grants you a non-exclusive license to use the OpenMinds brand assets solely in connection with their display on or through the API implementation as delivered and approved by Root-1. Root-1 may terminate your license to use the Root-1 Brand assets at any time for any reason.
Your OpenMinds API implementation may cache data only on the behalf of Root-1 users. This is typically required for mobile devices which may not have a constantly accessible internet connection. Your implementation may not cache more data than is requested by Root-1 users. Centralized API implementations (i.e. implementations that store data in one place for multiple users) may not cache data for longer than 48 hours.
Root-1 may, in its sole discretion, set a quota of operations on your OpenMinds API usage. You shall not attempt to circumvent automated use-quota restrictions. Root-1 is committed to open access to our API for commercial and non-commercial purposes. However, providing the API does have real costs for Root-1. For uses of OpenMinds API over a certain rate or for certain types of commercial applications, Root-1 reserves the right to charge fees for future use of the OpenMinds API.
Before releasing your Application to the public and before submitting your Application to marketplaces such as the iTunes App Store, Android Marketplace, etc., we strongly recommend showing us your application and getting our feedback to prevent your API key from being revoked.
You must take all reasonable precautions to protect user privacy, including (but not limited to) only caching or storing user data as necessary for your application's functionality. You must have a mechanism to allow users to destroy any data that Your application has temporarily cached, upon the user's or Root-1's request.
Your OpenMinds API implementation will explicity:
Your OpenMinds API implementation will not, and you will not encourage or create functionality for Your users or other third parties to:
You are responsible for complying with all applicable laws, rules and regulations, all third-party rights and all Root-1 policies. You shall not use the OpenMinds API in a manner that violates such laws, rules and regulations, third parties' rights or any Root-1 policies or in a manner that is deceptive, unethical, false or misleading.
Except as expressly granted herein, neither party through this Agreement grants the other party any intellectual property rights or other proprietary rights. Root-1 retains all intellectual property rights (including all patent, trademark, copyright, trade secret, and other proprietary rights) in and to the Root-1 data and intellectual property. All license rights granted herein are not sublicensable, transferable or assignable.
This Agreement is a non-exclusive agreement. You acknowledge that Root-1 may be developing and may develop products or services that may compete with your (or any other) OpenMinds API implementation.
You agree that Root-1 may use Your company, organization, or product name and/or logo in presentations, marketing materials, website listings, and other marketing-related activities.
You shall not disclose your developer credentials to any third-party except your agent(s) using such information solely on your behalf in accordance with this Agreement. You shall not disclose Root-1 Confidential Information to any third-party without Root-1's prior written consent.
You shall indemnify, defend and hold Root-1, its agents, affiliates, and licensors harmless from any claim, costs, losses, damages, liabilities, judgments and expenses (including reasonable fees of attorneys and other professionals), arising out of or in connection with any claim, action or proceeding (any and all of which are "Claims") by a third party arising out of your use of the OpenMinds API in any manner that breaches this Agreement or otherwise arising out of materials or technology contributed by you and not by Root-1.
Any licenses contained in this Agreement will terminate automatically without notice if you fail to comply with any provision of this Agreement. Root-1 reserves the right to terminate this Agreement or discontinue your use of the OpenMinds API or any portion or feature thereof for any or no reason and at any time. Upon any termination or notice of any discontinuance, you shall immediately stop and thereafter desist from using the OpenMinds API and delete all API Data in your possession or control (including, without limitation, from your servers).
Root-1 may modify any of the terms and conditions contained in this Agreement at any time and in its sole discretion by posting a change notice to your account, changing these terms and conditions, emailing to the email address of your account or account associated with Your developer credentials or otherwise notifying you. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS AGREEMENT. YOUR CONTINUED USE OF THE OPENMINDS API, CONTINUED POSSESSION OF A COPY OF NON-PUBLIC OPENMINDS API DOCUMENTATION AND SPECIFICATIONS OR CONTINUED DEVELOPMENT FOLLOWING POSTING OF A CHANGE NOTICE OR NEW AGREEMENT ON OUR SITE WILL CONSTITUTE BINDING ACCEPTANCE OF THE CHANGE.
Root-1 DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, FOR NONINFRINGEMENT, MERCHANTABILITY AND FITNESS FOR ANY PURPOSE. ROOT-1 SHALL HAVE NO DIRECT, CONSEQUENTIAL, SPECIAL, INDIRECT, EXEMPLARY, PUNITIVE, OR OTHER LIABILITY WHETHER IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, UNDER THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH LIABILITY AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN THE EVENT THAT THE FOREGOING IS NOT ENFORCEABLE, ROOT-1'S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO FIVE HUNDRED DOLLARS ($500.00).
You hereby release and covenant not to sue Root-1 and its corporate affiliates and any of their officers, directors, employees, agents, shareholders, licensors, licensees, assigns or successors, for any and all damages, liabilities, causes of action, judgments, and claims (a) pertaining to any intellectual property you develop that is based on, uses, or relates to the OpenMinds API; and (b) which otherwise may arise in connection with your use of, reliance on, or reference to the OpenMinds API. If you have a dispute with one or more Root-1 account owners, you release Root-1 and its corporate affiliates and any of their officers, directors, employees, agents, shareholders, licensors, licensees, assigns or successors, for any and all damages, liabilities, causes of action, judgments, and claims arising out of or in any way connected with such disputes. If you are a California resident, You waive California Civil Code 1542 which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."