CWS Electronic Distribution License Agreement
IMPORTANT-READ CAREFULLY: This Evaluation and Development License Agreement ("EDLA") is a legal agreement between you (either an individual or a single entity) and IP Commerce, Inc. ("IP Commerce") pertaining to the IP Commerce "Commerce Web Services" ("CWS") interface specification, which may include associated media, printed materials, Web Services Definitions, SOAP endpoints, REST endpoints, and "online" or electronic documentation (collectively, the "CWS DOCUMENTATION KIT").
By downloading the CWS DOCUMENTATION KIT, you are indicating your acceptance of the terms of this EDLA. You acknowledge and agree that to download the CWS DOCUMENTATION KIT, you are entering into a legal binding contract. Further, by, copying, downloading, accessing, or otherwise using the CWS DOCUMENTATION KIT, you agree to be bound by the terms of this EDLA. If you do not agree to the terms of this EDLA, do not download, copy, or use the CWS DOCUMENTATION KIT.
Electronic Signatures and Agreement(s): You hereby agree to the use of electronic operation in order to enter into contracts, place orders and other records and to the electronic delivery of notices, policies and records of transactions pertaining to the CWS DOCUMENTATION KIT. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction that require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law.
PROPRIETARY CONFIDENTIAL TRADE SECRETS AND COPYRIGHTS
All title and intellectual property rights in and to the CWS DOCUMENTATION KIT (including, but not limited to, any printed materials, images, photographs, animations, video, audio, text, and "applets" incorporated into the CWS DOCUMENTATION KIT), any accompanying printed materials, and any copies of the CWS DOCUMENTATION KIT, are owned by IP Commerce and are protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. The PTLS SPECIFICATION is licensed, not sold.
CWS DOCUMENTATION KIT LICENSE
1. GRANT OF LICENSE. This EDLA grants you the following rights:
CWS DOCUMENTATION KIT License. IP Commerce grants to you as an individual (or if you are a single entity, a person in your organization designated by you) a personal, nonexclusive license to make and use copies of the CWS DOCUMENTATION KIT for the sole purpose of evaluating the CWS DOCUMENTATION KIT and using it to develop a software or firmware application ("Application") for use exclusively with the IP Commerce Platform (“Platform”), also known as the IP Payments Framework ("IPPF"), in accordance with the terms provided herein. You agree to assure that any other individual who evaluates or develops software from the CWS DOCUMENTATION KIT delivered to you under this EDLA (including any copies thereof), will be designated by you and that such person agrees to the terms of this EDLA by separately requesting the appropriate logon from IP Commerce to execute this EDLA by downloading the CWS DOCUMENTATION KIT. You may install copies of the CWS DOCUMENTATION KIT on an unlimited number of computers provided that that you or such designated individual are the only individual using the CWS DOCUMENTATION KIT; and further provided that any Application developed using, incorporating, or based on the CWS DOCUMENTATION KIT is exclusively for use with the Platform. Any Application developed by you in accordance with the terms of this EDLA shall be owned by you.
CWS Use Restriction. As a condition of your use of the CWS DOCUMENTATION KIT, you agree that the CWS DOCUMENTATION KIT will be used only in conjunction with connectivity provided through the Platform. Any use of the CWS DOCUMENTATION KIT in conjunction with any other connectivity is expressly prohibited and constitutes a breach of this EDLA.
Documentation. This EDLA grants you, as an individual, a personal, nonexclusive license to make and use an unlimited number of copies of any documentation that accompanies the CWS DOCUMENTATION KIT, provided that such copies shall be used only for personal purposes in accordance with the limited purposes set forth under the terms of this EDLA and are not to be republished or distributed (either in hard copy or electronic form) for any purpose that is not consistent with such limited purposes.
Storage/Network Use. You may store the CWS DOCUMENTATION KIT only on computers used by a licensed user in accordance with the provisions set forth herein. A single copy of the CWS DOCUMENTATION KIT may not be shared or used concurrently by other users unless such users have agreed to the terms of this EDLA.
2. DESCRIPTION OF OTHER RIGHTS AND LIMITATIONS.
All information concerning the CWS DOCUMENTATION KIT is confidential and all intellectual property rights therein remain the property of the IP Commerce; and no license or right to confidential information is granted or implied hereby, other than the limited right to use the CWS DOCUMENTATION KIT for the limited purposes set forth under the terms of this EDLA. You must reproduce and include all copyright notices and any other proprietary rights notices appearing on the CWS DOCUMENTATION KIT on any copies that you make.
Not for Resale. You may not resell, or otherwise transfer for value, the CWS DOCUMENTATION KIT.
Rental. You may not sell, rent, sublicense or loan the CWS DOCUMENTATION KIT.
Trademarks. This EDLA does not grant you any rights in connection with any trademarks or service marks of IP Commerce.
No Other Uses. You may not use the CWS DOCUMENTATION KIT in any way other than as expressly permitted under this EDLA.
Support Services. No support services will be provided for the CWS DOCUMENTATION KIT.
Termination. Without prejudice to any other rights, IP Commerce may terminate this EDLA if you fail to comply with the terms and conditions of this EDLA. In such event, you must destroy all copies of the CWS DOCUMENTATION KIT and all of its component parts.
3. U.S. GOVERNMENT RESTRICTED RIGHTS. Any CWS DOCUMENTATION KIT, or any Application derived therefrom provided to the U.S. Government pursuant to solicitations issued on or after December 1, 1995 is provided with the commercial license rights and restrictions described elsewhere herein. Any CWS DOCUMENTATION KIT or Application derived therefrom provided to the U.S. Government pursuant to solicitations issued prior to December 1, 1995, is provided with "Restricted Rights" as provided for in FAR, 48 CFR 52.227-14 (JUNE 1987) or DFAR, 48 CFR 252.227-7013 (OCT 1988), as applicable. All rights not expressly granted are reserved.
4. EXPORT RESTRICTIONS. You acknowledge that the CWS DOCUMENTATION KIT is of U.S. origin. You agree to comply with all applicable international and national laws that apply to the CWS DOCUMENTATION KIT, including the U.S. Export Administration Regulations, as well as end-user, end-use and country/region destination restrictions issued by U.S. and other governments.
5. MISCELLANEOUS
INJUNCTIVE RELIEF. Each party understands and acknowledges that any disclosure or misappropriation of any of information concerning the PTLS SPECIFICATION in violation of this Agreement may cause the IP Commerce irreparable harm, and that money damages may be an inadequate remedy for such harm. On that basis, each party agrees that the IP Commerce shall have the right to apply to a court of competent jurisdiction for equitable relief restraining any such further disclosure or misappropriation, such right of the IP Commerce to be in addition to the remedies otherwise available to the IP Commerce at law or in equity.
This EDLA is governed by the laws of the State of Delaware.
NO WARRANTY. THE CWS DOCUMENTATION KIT IS PROVIDED "AS-IS," WITHOUT WARRANTY OF ANY KIND, AND ANY USE OF THE CWS DOCUMENTATION KIT IS AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IP COMMERCE AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES AND CONDITIONS, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, WITH REGARD TO THE CWS DOCUMENTATION KIT. THE ENTIRE RISK ARISING OUT OF USE OR PERFORMANCE OF THE CWS DOCUMENTATION KIT REMAINS WITH YOU.
NO LIABILITY FOR CONSEQUENTIAL DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL IP COMMERCE OR ITS SUPPLIERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SPECIFICATION PRODUCT, EVEN IF IP COMMERCE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, IP COMMERCE'S ENTIRE LIABILITY UNDER ANY PROVISION OF THIS EDLA SHALL BE LIMITED TO THE GREATER OF THE AMOUNT ACTUALLY PAID BY YOU FOR THE CWS DOCUMENTATION KIT OR U.S. $5.00. BECAUSE SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY DOWNLOADING THE CWS DOCUMENTATION KIT, YOU EXPRESSLY CONSENT TO BE BOUND BY ITS TERMS AND CONDITIONS AND GRANT TO IP COMMERCE THE RIGHTS SET FORTH HEREIN.
Should you have any questions concerning this EDLA, or if you desire to contact IP Commerce for any reason, please contact:
IP Commerce, Inc., 1400 16th Street, Suite 220, Denver, CO 80202