TigerLogic yolink® Plugin API License Agreement

This TigerLogic yolink Plugin API License Agreement (this "License Agreement") is a legal agreement between you and, if applicable, the company or other legal entity you represent (collectively, “you”) and TigerLogic Corporation (together with its parents, subsidiaries, and affiliates, as the case may be, “TigerLogic,” “we,” or “us,”). This License Agreement is intended to supplement the TigerLogic Web Services Agreement (the “Services Agreement”). The Services Agreement is an integral part of this License Agreement. Please read it carefully.

BY CHECKING THE BOX INDICATING THAT YOU AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, OR BY USING THE API KEY (AS DEFINED BELOW), YOU (A) AGREE TO BE BOUND BY THIS LICENSE AGREEMENT AND THE SERVICES AGREEMENT, AND (B) HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS (E.G., YOU ARE NOT A MINOR OR INCAPACITATED). IN ADDITION, IF THIS LICENSE AGREEMENT IS BEING AGREED TO BY A COMPANY OR OTHER LEGAL ENTITY, THEN THE PERSON AGREEING TO THIS LICENSE AGREEMENT ON BEHALF OF THAT ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT ENTITY TO THIS LICENSE AGREEMENT. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, YOU MUST SELECT THE “DECLINE” BUTTON AND YOU MAY NOT USE THE API KEY OR THE SERVICES (AS DEFINED BELOW).

YOU AGREE THAT ALL INFORMATION THAT YOU PROVIDE TO US UNDER THIS AGREEMENT AND IN DETERMINING APPLICABLE FEES FOR YOUR USE OF THE API KEY WILL BE COMPLETE, ACCURATE, AND UP-TO-DATE.

1. Background

(a) API Key. The purpose of this License Agreement is to permit you to access and use certain proprietary application programming interfaces, tools, data, and application logic, as determined by TigerLogic in its sole discretion from time to time, relating to TigerLogic’s yolink search and indexing tool (the “Services”), through one of the yolink search and indexing plugins distributed by TigerLogic under separate license (each, a “Plugin”). In order to use the Services, each Plugin requires use of a TigerLogic-assigned unique identifier, which identifies your TigerLogic account and makes calls to the Services (the "API Key").

(b) Other Documentation. In connection with the Services, we may make available specifications, user manuals, guides, supporting materials, FAQ, and other information, regardless of format, describing the operational and functional capabilities, use limitations, technical and engineering requirements, and testing and performance criteria relevant to the proper use of the API Key and the Services (collectively, "Specifications"). The Specifications, the Services Agreement, TigerLogic’s Privacy Policy and all other schedules, policies, guidelines, and other documents and materials referenced in this License Agreement and the Services Agreement are referred to in this License Agreement as the “Operational Documentation.” For the avoidance of doubt, the Services constitute Services for purposes of the Services Agreement.

(c) Additional Definitions. In this License Agreement: a "site" means a website; "yolink Site" means either the yolink.com site or any successor or related site as we may determine; and "Your Site" means any site that is owned and operated by you or on your behalf and with which the Plugin is installed and integrated. It is your responsibility to select the appropriate Plugin designed to work optimally with Your Site. You should consult the Operational Documentation for details.

2. Enrollment

(a) Application. To obtain an API Key for use with a Plugin you must first establish a TigerLogic Web Services account (“Your Account”), which may be done through the API Key account creation process or separately through the yolink Site. You also must submit an API Key enrollment application (an “Enrollment Application”) to TigerLogic. By submitting an Enrollment Application to TigerLogic, you represent and warrant that the information you provide in that Enrollment Application is accurate and complete in all respects. You will promptly notify TigerLogic of any change in such information and will ensure that the information you have provided with respect to Your Account and in any Enrollment Application (“Your Account Information”), including your contact information and the description of Your Site, is at all times complete, accurate, and up-to-date.

(b) Standards for Your Site. We will evaluate your Enrollment Application and notify you by email of its acceptance or rejection. We may reject your Enrollment Application for any reason, including if we determine that Your Site is unsuitable. Unsuitable sites include those that:

(c) Failure to Meet Standards. If we reject your Enrollment Application, you are welcome to reapply at any time. However, if we accept your Enrollment Application and we later determine that Your Site is unsuitable, we may terminate this License Agreement.

3. Price and Payment Terms

(a)   Trial Period. From time to time we may offer use of the API Key free of charge for a certain period of time (a “Trial Period”), and we may impose additional terms, restrictions, or limitations on the use of the API Key during such Trial Period. To take advantage of any Trial Period pricing, you must comply with all of the terms, restrictions, and limitations applicable to the Trial Period. We may request payment information from you so that we can charge you appropriate Fees (as defined below) once the Trial Period has ended. You may only have the benefit of one Trial Period. You may not sign-up for multiple accounts in order to obtain the benefit of more than one Trial Period, nor may you establish or use any account to avoid the terms, restrictions, or limitations applicable to the Trial Period.

(b)   Fees. In consideration for the rights granted to you hereunder, after the Trial Period, you will pay to TigerLogic any applicable fees for the use of your API Key as set forth in the yolink API License Pricing Plan (the “Fees”). The yolink API License Pricing Plan may state that certain levels of usage may not require any Fees. Nevertheless, we may request payment information from you so that we can charge you appropriate Fees in the event your usage exceeds the free level. Fees are subject to change in accordance with Section 11 below and as provided in the Services Agreement. Fees are quoted and payable in United States dollars. Payment obligations are non-cancelable and any fees paid are non-refundable. You represent and warrant that if the determination of Fees payable for any period is based on information about you or Your Site (including the number of page views or visitors in a certain time period, whether Your Site contains promotional content, and whether you are a business), you will determine the applicable Fees in each case based on information that is complete, accurate, and up-to-date. Changes in the information on which the Fees are based shall be reflected in Fees for the pay period immediately following such change. We shall have the right to verify the completeness, accuracy, and current nature of such information in accordance with Section 5(g) hereof. If we have reason to suspect that such information is not complete, accurate, and up-to-date, then we will have the right to (a) charge Fees for your use of the API Key based on what we reasonably believe to be the complete, accurate, and up-to-date information about you and Your Site (which may differ from the information provided by you), or (b) terminate this License Agreement in accordance with Section 10 below.

(c)   Payment. TigerLogic may accept payment through one or more payment service providers (such as PayPal) or by credit or debit card, depending on the TigerLogic payment policies in place from time to time. If you pay through a payment service provider, the user agreement for such payment service governs your use of such payment service. If you pay by credit card or debit card, your card issuer agreement governs your use of your card.  If TigerLogic does not receive payment through the payment service provider or card provider, as applicable, you agree to pay all amounts due upon demand by TigerLogic or its agents. You will provide us with your valid and updated payment service account or credit or debit card information, as applicable, and you authorize us to charge such payment service account or credit or debit card account for all Fees. You are responsible for maintaining complete and accurate billing and contact information.

(d)   Suspension of Service and Acceleration. If any amount owing by you is 30 or more days overdue (or 10 or more days overdue in the case of amounts you have authorized us to charge to your credit card), we may, without limiting our other rights and remedies, accelerate your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend our services to you until such amounts are paid in full.

(e)     Taxes. Unless otherwise stated, our fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, " Taxes"). You are responsible for paying all Taxes associated with your purchases hereunder. If we have the legal obligation to pay or collect Taxes for which you are responsible under this paragraph, the appropriate amount shall be invoiced to and paid by you, unless you provide us with a valid tax exemption certificate authorized by the appropriate taxing authority.

(f) Renewal Terms. Under our yolink API License Pricing Plan, you may have the option to choose from among one or more subscription pricing arrangements (a “Subscription”). If you choose a Subscription, the Subscription may renew automatically at the then-current price for the Subscription at the end of each Subscription period unless you cancel your Subscription or terminate this License Agreement prior to the next renewal date. By choosing one of these arrangements, you consent to this automatic renewal feature. You may cancel your Subscription or terminate this License Agreement at any time. If you wish to cancel your Subscription, follow the instructions for cancelling Subscriptions found on the yolink API License Pricing Plan page. You may terminate this License Agreement in the manner described in Section 10 below. If you signed up for your Subscription during a Trial Period and do not wish to be charged for your Subscription, you should cancel your Subscription or terminate this License Agreement prior to the end of the Trial Period.

4. The API Key

(a) Use Is Necessary. You must use an API Key to obtain access to the Services through a Plugin. Use of your API Key to access or use any Services is subject to the Services Agreement. You must maintain Your Account in good standing in order to use the API Key and access the Services.

(b) Responsibility for your API Key. We may change your API Key from time to time. An API Key is for your personal use only and unless it is a public key (as clearly designated by us) you must maintain its secrecy and security. You may not sell, transfer, sublicense, or otherwise disclose your API Key to any other person or entity. You are responsible for all activities that occur under your API Key, regardless of whether those activities are undertaken by you or any other person or entity. Therefore, you should contact us immediately if you believe that someone other than you may be using your API Key, or if your API Key is otherwise disclosed, lost, or stolen. You may not use any API Key assigned to anyone other than you or that we did not specifically assign to you.

5. Usage Requirements

You agree to comply with the following requirements:

(a) You will use the API Key, the Services, and the Specifications (collectively, the “Service Offerings”) only (i) in a lawful manner; (ii) in accordance with the terms of this License Agreement and within the express scope of the license granted in Section 7 below; and (iii) in accordance with all of the Operational Documentation;

(b) You will not use the API Key other than in connection with the Plugin for which the API Key was provided and other than for the purpose of accessing the Services;

(c) You will not include on Your Site or use the API Key in connection with any spyware, malware, virus, worm, Trojan horse, or other malicious or harmful code, or any software application not expressly and knowingly authorized by users prior to being downloaded or installed on their computer or other electronic device;

(d) You will not (i) interfere or attempt to interfere in any manner with the functionality or proper working of the API Key; or (ii) remove, obscure, or alter any notice, including any notice of intellectual property or proprietary right, appearing on or contained within the API Key or Specifications;

(e) You will not issue any press release or make any other public communication with respect to this License Agreement or your use of the API Key without our prior written consent;

(f) You will not, and will not attempt to (i) modify, alter, tamper with, repair, or otherwise create derivative works of the Service Offerings; or (ii) reverse engineer, disassemble, decompile, or otherwise derive any source code of or relating to the Service Offerings; and

(g) You agree to promptly provide us with all information and documentation that we request to verify your compliance with this License Agreement. In addition, you hereby consent to us monitoring, crawling, or otherwise investigating Your Site to verify compliance with this License Agreement.

6. Responsibility for Your Site

(a) As between TigerLogic and you, you will be solely responsible for Your Site, including its development, operation, and maintenance and all materials that appear on it. For example, you will be solely responsible for:

(b) We will have no liability for the above matters. You agree to defend, indemnify, and hold harmless us, our parents, subsidiaries, and affiliates, and each of our and their respective employees, officers, directors, and representatives, from and against all claims, damages, losses, liabilities, judgments, penalties, fines, costs, and expenses (including attorneys’ fees) relating to (i) Your Site or any materials that appear on or with Your Site, including the combination of Your Site or those materials with other applications, content, or processes; (ii) the use, development, design, manufacture, production, advertising, promotion, or marketing of Your Site or any materials that appear on or with Your Site, and all other matters described in this Section 6; (iii) your use of the API Key and the Services, whether or not such use is authorized by or violates this License Agreement or violates applicable law; (iv) your violation of any term or condition of this License Agreement or any Operational Documentation; or (v) your or your employees' negligence or willful misconduct.

7. Limited License

Conditioned upon your compliance with the terms of this License Agreement, we grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to (a) use the API Key solely to enable the Plugin for which it was provided to access the Services, solely in accordance with this License Agreement and the Operational Documentation, and, other than during any trial period with respect to which Fees are not payable, only to the extent of the usage for which Fees have been paid and (b) to access and use the Specifications solely in connection with your use of the API Key as permitted hereunder.

8. Reservation of Rights

Other than the limited licenses expressly set forth in Section 7, we reserve all right, title and interest (including all intellectual property and proprietary rights) in and to, and you do not, by virtue of this License Agreement or otherwise, acquire any ownership interest or rights in or to the Service Offerings or any copies thereof, or any other intellectual property or technology that we provide or use in connection with the Service Offerings.

9. Compliance with Laws

In connection with your use of the API Key, you will comply with all applicable statutes, ordinances, regulations, orders, rules, treaties, and other laws of any governmental authority that has jurisdiction over you.

10. Term; Termination or Suspension

The term of this License Agreement will begin upon our acceptance of your Enrollment Application and will remain in effect until terminated by either you or us. Either you or we may terminate this License Agreement as provided in Section 3 of the Services Agreement. Upon any termination of this License Agreement, the licenses granted in Section 7 will immediately and automatically terminate and you must immediately stop using the API Key. In addition, we may suspend your license to access and use the API Key at any time without terminating this License Agreement as provided in Section 3 of the Services Agreement. Upon your receipt of that notice, you will immediately stop using the API Key, provided that in the case of a suspension you may resume access to and use of the API Key upon notice from us. Upon any termination of this License Agreement, all rights and obligations of the parties will be extinguished, except that the rights and obligations of the parties under Sections 6, 8, 10, 12, 13, 14, 15, and 16 will survive the termination of this License Agreement. No termination of this License Agreement will relieve either party for any liability for any breach of, or liability accruing under, this License Agreement prior to termination.

11. Modification

We may modify any of the terms and conditions contained in this License Agreement or any Operational Documentation at any time and in our sole discretion, by posting on the yolink Site or emailing to you at the email address included in Your Account Information a change notice, a revised License Agreement, or revised Operational Documentation. Modifications may include, for example, changes to the usage requirements and to Fees. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS LICENSE AGREEMENT. YOUR CONTINUED USAGE OF THE API KEY FOLLOWING OUR POSTING OR EMAILING OF A CHANGE NOTICE, REVISED LICENSE AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION AS PROVIDED IN THIS SECTION WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE. Any changes to this License Agreement or any Operational Documentation shall be effective as provided in Section 2 of the Services Agreement.

12. Relationship of Parties

Nothing in this License Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us. If you authorize, assist, encourage, or facilitate another person or entity to take any action related to the subject matter of this License Agreement, you will be deemed to have taken the action yourself.

13. Limitation of Liability

WE WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, OR DATA OR OTHER LOSSES (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) IN CONNECTION WITH THIS LICENSE AGREEMENT OR THE SERVICE OFFERINGS (AS DEFINED BELOW). IN ANY CASE, OUR AGGREGATE LIABILITY UNDER THIS LICENSE AGREEMENT SHALL BE LIMITED TO THE FEES ACTUALLY PAID BY YOU TO US HEREUNDER. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OR ALL OF THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.

14. Disclaimers

THE SERVICE OFFERINGS ARE PROVIDED "AS IS." NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS MAKE ANY REPRESENTATION OR WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE WITH RESPECT TO THE SERVICE OFFERINGS. EXCEPT TO THE EXTENT PROHIBITED BY APPLICABLE LAW, WE AND OUR AFFILIATES AND LICENSORS DISCLAIM ALL WARRANTIES WITH RESPECT TO THE SERVICE OFFERINGS, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING OUT OF ANY COURSE OF DEALING, PERFORMANCE, OR TRADE USAGE.

WE MAY DISCONTINUE PROVIDING THE SERVICE OFFERINGS, OR MAY CHANGE THE NATURE, FEATURES, FUNCTIONS, SCOPE, OR OPERATION OF THE SERVICE OFFERINGS, AT ANY TIME AND FROM TIME TO TIME. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WARRANT THAT THE SERVICE OFFERINGS WILL CONTINUE TO BE PROVIDED, WILL FUNCTION AS DESCRIBED, CONSISTENTLY OR IN ANY PARTICULAR MANNER, OR WILL BE UNINTERRUPTED, ACCURATE, ERROR FREE, OR FREE OF HARMFUL COMPONENTS. NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES OR OTHER INTERRUPTIONS, INCLUDING THOSE THAT AFFECT THE RECEIPT, PROCESSING, ACCEPTANCE, COMPLETION OR SETTLEMENT OF ANY PAYMENT SERVICES. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY THIRD PARTY OR THROUGH THE API KEY OR THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS LICENSE AGREEMENT.

15. Disputes

Any dispute relating in any way to the Service Offerings in which the aggregate total claim for relief sought on behalf of one or more parties exceeds $7,500 will be adjudicated in any state or federal court in Santa Clara County, California, and you hereby consent to exclusive jurisdiction and venue in those courts. The laws of the State of California, without regard to principles of conflicts of laws, will govern this License Agreement and any dispute of any sort that might arise between you and us. The parties expressly exclude the application of the United Nations Convention on Contracts for the International Sale of Goods to this License Agreement. Notwithstanding anything to the contrary in this License Agreement, we may seek injunctive or other relief in any state, federal, or national court of competent jurisdiction for any actual or alleged infringement of our or any other person or entity’s intellectual property or proprietary rights. You further acknowledge and agree that our rights in the Service Offerings are of a special, unique, extraordinary character, giving them peculiar value, the loss of which cannot be readily estimated and may not be adequately compensated for in monetary damages.

16. Miscellaneous

You acknowledge and agree that we and our affiliates may at any time (directly or indirectly) operate sites or applications that are similar to or compete with Your Site. You may not assign this License Agreement, by operation of law or otherwise, without our prior written approval. Subject to that restriction, this License Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns. Our failure to enforce your strict performance of any provision of this License Agreement will not constitute a waiver of our right to subsequently enforce this provision or any other provision of this License Agreement. Any notices that are required or permitted to be given hereunder will be provided in accordance with the notice provisions of the Services Agreement. In addition, you hereby consent to us sending you email or other communications relating to the Service Offerings from time to time. This License Agreement, together with the Operational Documentation, constitutes the entire agreement between you and us regarding the API Key and the other subjects contained herein and supersedes any prior or contemporaneous agreements, communications, or understandings between us, whether written or oral, regarding the API Key or such subjects. Insofar as possible, this License Agreement and the Operational Documentation should be read together so as to avoid any conflict between them. However, in the event of any conflict between this License Agreement and the Operational Documentation, this License Agreement will control with respect to your use of the API Key. Whenever used in this License Agreement, the terms "include(s)," "including," "e.g.," and "for example" mean, respectively, "include(s), without limitation," "including, without limitation," "e.g., without limitation," and "for example, without limitation." Any determinations or updates that may be made by us, any actions that may be taken by us, and any approvals that may be given by us under this License Agreement, may be made, taken, or given in our sole discretion.

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