(This statement is only available in our official website language of English)
whos.amung.us Inc.
(Last Updated - January 18, 2009)
1. GRANT OF LICENSE - Subject to your ("Licensee's") full compliance with all of the terms and conditions of this API Agreement ("Agreement"), whos.amung.us Inc., the owner and operator of whos.amung.us grants Licensee a non‐exclusive, revocable, non‐sub‐licensable, nontransferable license to download and use the whos.amung.us Application Program Interface and other materials provided by whos.amung.us Inc. (collectively, "APIs") to develop, reproduce and distribute noncommercial or commercial applications that interoperate with whos.amung.us or any other web property owned by whos.amung.us Inc. Licensee may not install or use the APIs for any other purpose without whos.amung.us Inc.'s prior written consent. 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. or Canadian embargo, unsolicited mass distribution of email ("spam"), multi‐level marketing proposals, hate materials, hacking/surveillance/interception/descrambling equipment, libelous, defamatory, obscene, abusive or otherwise offensive content, stolen products and items used for theft, government IDs. Licensee’s usage of the APIs constitutes full agreement to this license agreement and all provisions made within it.
2. PROPRIETARY RIGHTS - As between whos.amung.us Inc. 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 whos.amung.us Inc. 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 whos.amung.us Inc. or any other party or licensor, except to credit whos.amung.us Inc. with providing services to Licensee, at the option of the Licensee unless explicitly required by whos.amung.us Inc. No rights or licenses are granted except as expressly and unambiguously set forth herein. If Licensee violates any of the foregoing restrictions, whos.amung.us Inc. 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, WHOS.AMUNG.US INC. AND ITS VENDORS EACH DISCLAIM ALL WARRANTIES, WHETHER EXPRESSED, 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, WHOS.AMUNG.US INC. DISCLAIMS ANY WARRANTY THAT LICENSEE'S USE OF THE APIs WILL BE UNINTERRUPTED OR ERROR FREE.
5. SUPPORT AND UPGRADES - This Agreement entitles Licensee to limited support from whos.amung.us Inc. such support will be limited to ensuring the APIs are accessible by Licensee in the manner intended by whos.amung.us Inc. Any such support provided by whos.amung.us Inc. 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 WHOS.AMUNG.US INC. 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 WHOS.AMUNG.US INC. 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, WHOS.AMUNG.US INC. DISCLAIMS ALL LIABILITY OF ANY KIND OF WHOS.AMUNG.US INC.'S VENDORS.
7. INDEMNITY - Licensee agrees that whos.amung.us Inc. shall have no liability whatsoever for any use Licensee makes of the APIs. Licensee shall indemnify and hold harmless whos.amung.us Inc. 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, whos.amung.us Inc. will invoice Licensee for any outstanding charges resulting from Licensee’s usage of the APIs, including any calls to the APIs made after the date of termination, within 30 days of termination of this agreement. Licensee shall have 15 days to pay any outstanding invoices to whos.amung.us Inc. upon receipt of such invoice. Furthermore, 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 whos.amung.us Inc. that such actions have occurred. whos.amung.us Inc. shall have the right to inspect and audit Licensee's facilities to confirm the foregoing. Sections 6 through 12 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 or Canadian 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, according to the regulations and laws of the Government country. 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, Canadian, 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 whos.amung.us Inc. 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 the laws of the Canadian province of Alberta as such law applies to agreements between Alberta residents entered into and to be performed within Alberta 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 whos.amung.us Inc., any action or proceeding arising from or relating to this Agreement must be brought in a court in Calgary, Alberta, Canada 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 whos.amung.us Inc. 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 whos.amung.us Inc. to act with respect to a breach of this Agreement by Licensee or others does not constitute a waiver and shall not limit whos.amung.us Inc.'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 whos.amung.us Inc.'s express prior written consent and any action or conduct in violation of the foregoing shall be void and without effect. whos.amung.us Inc. expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder.
12. INVOICING AND PAYMENT - whos.amung.us Inc. will invoice Licensee for any accrued charges resulting from Licensee’s usage of APIs on a monthly basis. Licensee will have 15 days to remit payment to whos.amung.us Inc. If payment is not received within 15 days of invoice date whos.amung.us Inc. reserves the right to terminate this agreement and any access to APIs Licensee may have been granted, termination of this agreement will be dictated by Section 8 of this Agreement. whos.amung.us Inc., at its discretion, may or may not issue a warning statement to Licensee if payment is not received within 15 days, before termination of this Agreement.
This API License Agreement may be updated by whos.amung.us at any time and will be apply retroactively to any existing API users. The API License Agreement will always be made available on the whos.amung.us website.
