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LICENSE
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NEXMO VERIFY SDK LICENSE AGREEMENT
By downloading or using the Verify Software Development Kit or any documentation that accompanies it (collectively, the “SDK”),
you and the company or entity that you represent (collectively, “you” or “your”) are consenting to be bound by and are becoming
a party to this Nexmo Verify SDK License Agreement (“Agreement”). You hereby represent and warrant that you are authorized and
lawfully able to bind such company or entity that you represent to this Agreement. If you do not have such authority or do not
agree to all of the terms of this Agreement, you may not download or use the SDK.
1. LICENSE GRANT. The SDK is licensed and not sold. Subject to your compliance with this Agreement, Nexmo Inc. (“Nexmo”)
hereby grants you a limited, personal, non-exclusive, non-sublicensable, non-transferable, royalty-free license to (a) use,
install, and run the SDK solely in connection with internally evaluating and developing applications and services that are
interoperable with Nexmo’s products and services located at www.nexmo.com/product/ (collectively, “Nexmo’s Services”), and such
applications and services you develop, excluding the SDK and Nexmo’s Services, are referred to herein as “Your Products”; and
(b) modify and prepare derivative works of the SDK solely to develop Your Products that are interoperable with Nexmo’s Services,
provided that you make any such modifications and derivative works of the library available to the public with this Agreement
covering the SDK and an open source license covering your original content; and provided further that, for the avoidance of
doubt, any use or access to Nexmo’s Services shall be governed by the Terms of Use located at www.nexmo.com/terms-use/ and the
Privacy Policy located at www.nexmo.com/privacy-policy/. You acknowledge that your use of any components provided with the SDK
that are licensed under an open source software license (“Open Source Components”) are not part of the SDK licensed hereunder
and are subject to and governed solely by the terms of the applicable license(s) for that software, and not by this Agreement.
Open Source Components provided with the SDK are listed here:
Gson (Licensed under the Apache License, Version 2.0 available at http://www.apache.org/licenses/LICENSE-2.0.txt).
Gson is available at http://mvnrepository.com/artifact/com.google.code.gson/gson).
Gson (Google, Inc.)
Copyright 2008-2011 Google Inc.
Licensed under the Apache License, Version 2.0 (the “License”);
you may not use this file except in compliance with the License.
You may obtain a copy of the License at
http://www.apache.org/licenses/LICENSE-2.0
Unless required by applicable law or agreed to in writing, software
distributed under the License is distributed on an “AS IS” BASIS,
WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied.
See the License for the specific language governing permissions and limitations under the License.
2. RESTRICTIONS. Except as otherwise expressly authorized by Nexmo, you may not directly or indirectly: sublicense, sell,
assign, distribute, make any commercial use of, use on a timeshare or service bureau basis or otherwise commercialize the SDK
(or any portion thereof), provided that the foregoing will not prohibit your commercialization of Your Product so long as you
do not commercialize the SDK (or any modifications or derivative works thereof) separately from Your Product or on a stand-alone
basis; use the SDK (or any modifications or derivative works thereof) to create or facilitate the creation of, or otherwise
incorporate any portion of the SDK in, any product or service that is competitive with Nexmo’s Service; use the SDK to perform
comparisons or other “benchmarking” activities; remove any proprietary notices or branding from the SDK; and/or use the SDK in
violation of Section 11 or any applicable laws or regulations or outside of the scope of the license granted in Section 1.
3. OWNERSHIP. As between you and Nexmo, all right, title and interest (and all related intellectual property rights) in and to
the SDK (for clarity, excluding Open Source Components), and any copies or portions thereof, shall remain with Nexmo and its
suppliers or licensors. All right, title and interest in and to any of Your Products properly made by you using the SDK (but
excluding the SDK itself and any components thereof, and Nexmo’s Services, for the avoidance of doubt) shall remain yours,
subject to Section 2 and 10. You understand that Nexmo may modify or discontinue offering the SDK at any time without notice.
The SDK is protected by the copyright laws of the United States and international copyright treaties. Nothing in this Agreement
gives you a right to use any of Nexmo’s trade names, trademarks, service marks, logos, domain names, or other distinctive brand
features. Nexmo does not grant any and reserves all rights not expressly and unambiguously granted herein.
4. SUPPORT AND UPGRADES. If Nexmo provides you with any upgrades, patches, enhancements or fixes for the SDK that it makes
generally available free of charge in connection with the SDK (“Updates”), then the items that are provided will become part of
the SDK and subject to this Agreement. You shall keep the SDK library relevant to Your Product up to date including any such
Updates. Nexmo shall have no obligation, however, under this Agreement or otherwise to provide any upgrades, patches,
enhancements, fixes or any other support to you for the SDK.
5. INDEMNITY. You agree that Nexmo shall have no liability whatsoever for any use you make of the SDK. You hereby agree to
indemnify and hold harmless Nexmo and its affiliates, and each of their directors, officers, employees and agents, from any and
all damages, liabilities, losses, costs, and expenses (including, without limitation, attorneys’ fees) arising from Your
Products or your use of the SDK (or any modifications or derivative works thereof) or any Open Source Components.
6. WARRANTY AND DISCLAIMER. NEXMO PROVIDES THE SDK “AS IS” AND “AS AVAILABLE” WITHOUT ANY WARRANTY OF ANY KIND AND HEREBY
DISCLAIMS, FOR ITSELF AND ITS LICENSORS AND SUPPLIERS, ALL EXPRESS AND IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY, NON-INFRINGEMENT, AND
WARRANTIES ARISING OUT OF COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE IN TRADE. THIS DISCLAIMER OF WARRANTY CONSTITUTES
AN ESSENTIAL PART OF THE AGREEMENT.
7. LIMITATION OF LIABILITY. NOTWITHSTANDING ANYTHING ELSE, UNDER NO CIRCUMSTANCES SHALL NEXMO OR ITS LICENSORS OR SUPPLIERS,
BE LIABLE TO YOU OR ANY OTHER PERSON WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, TORT, NEGLIGENCE,
STRICT LIABILITY, WARRANTY OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES
OF ANY KIND INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, COSTS OF PROCUREMENT OF
SUBSTITUTE GOODS, SERVICES, TECHNOLOGY OR RIGHTS, INTERRUPTION OF BUSINESS, ACCURACY OF RESULTS, COMPUTER FAILURE OR
MALFUNCTION, OR OTHER DAMAGES IN EXCESS OF ONE HUNDRED DOLLARS (US$100), EVEN IF AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
8. BASIS OF BARGAIN. YOU AND NEXMO EACH RECOGNIZE AND AGREE THAT THE WARRANTY DISCLAIMERS AND LIABILITY AND REMEDY LIMITATIONS
IN THIS AGREEMENT ARE MATERIAL, BARGAINED FOR BASES FOR THIS AGREEMENT AND THAT THEY HAVE BEEN TAKEN INTO ACCOUNT AND REFLECTED
IN DETERMINING THE CONSIDERATION TO BE GIVEN BY EACH PARTY UNDER THIS AGREEMENT AND IN THE DECISION BY EACH PARTY TO ENTER INTO
THIS AGREEMENT.
9. TERMINATION. You may terminate this Agreement and the license granted by Nexmo to you herein at any time. Nexmo may
terminate this Agreement and the licenses granted by Nexmo to you in this Agreement immediately if you breach any provision of
this Agreement, in additional to all other available remedies. Upon termination, all of your rights and licenses from Nexmo
under this Agreement cease; you must cease exercise of the licensed rights herein; you must destroy or remove from all hard
drives, networks, and storage media, all copies and extracts of the SDK; and this sentence, all remedies for breach, and
Sections 2 through 8 and 10 through 13 shall survive any termination of this Agreement. YOU ACKNOWLEDGE THAT TERMINATION OF
YOUR RIGHTS TO THE SDK MAY CAUSE YOUR PRODUCT(S) TO NOT OPERATE PROPERLY, AND NEXMO WILL HAVE NO LIABILITY OR RESPONSIBILITY
WHATSOEVER AS A RESULT THEREOF.
10. FREEDOM TO OPERATE. You agree that Nexmo may collect or you may provide to Nexmo (or publicly) comments, feedback,
suggestions or other information related to the SDK, or modifications, corrections, improvements, derivatives and extensions
to the SDK, or use thereof (collectively, “Feedback”), and you hereby grant Nexmo the perpetual and irrevocable right (and the
perpetual and irrevocable right to permit others) to use and fully exercise and exploit the Feedback in any manner to improve,
develop and otherwise exploit applications, services or technology, and otherwise in connection with its business during and
after the term of this Agreement.
11. EXPORT. You shall comply with all laws, rules and regulations of the Department of Commerce, the United States Department
of the Treasury Office of Foreign Assets Control (“OFAC”), and other United States or foreign agency or authority, and not
export, or allow the export or re-export of the SDK in violation of any such restrictions, laws or regulations. By downloading
or using the SDK or exercising any of the rights granted in this Agreement, you are agreeing to the foregoing and representing
and warranting that you are not located in, under the control of, or a national or resident of any country to which the United
States has embargoed good or services or similar restrictions (e.g. the Crimea region of Ukraine, Cuba, Iran, North Korea,
Sudan or Syria without an appropriate exemption), and you are not identified as a “Specially Designated National” or “Foreign
Sanctions Evader” by OFAC, you are not placed on the U.S. Commerce Department’s Denied Persons, Entity or Unverified List or
any similar lists, you are not an entity that a Specially Designated National owns in the aggregate a 50% or greater interest
in directly or indirectly, and you will not access or use the SDK if any applicable laws in your country prohibit you from
doing so in accordance with this Agreement or limit the terms of this Agreement. You will not export the SDK or any modificat
ion or derivative work thereof to support any nuclear proliferation, chemical weapons, biological weapons or missile proliferation activity.
12. GOVERNMENT RESTRICTED RIGHTS. All software, technology, and accompanying documentation are deemed to be “commercial
computer software” and “commercial computer software documentation,” respectively, pursuant to DFAR Section 227.7202 and FAR
Section 12.212, as applicable. Any use, modification, reproduction, release, performance, display, transfer or disclosure of
the SDK and accompanying documentation by any agency, department or other entity of any government, shall be governed solely by
the terms of this Agreement and shall be prohibited except to the extent expressly permitted by the terms herein or in a
writing signed by an authorized signatory on behalf of Nexmo Inc. No other rights are granted.
13. MISCELLANEOUS. This Agreement contains the complete agreement between you and Nexmo regarding the SDK and supersedes all
prior agreements and representations between you and Nexmo regarding the SDK. Nexmo reserves the right, in its sole
discretion, to modify or replace this Agreement at any time by posting a notice on this webpage, on its website located at
www.nexmo.com or by sending you a notice through the Services, or by another appropriate means of electronic communication.
This Agreement may only be amended and any provision may only be waived by a writing executed by both parties except as
otherwise set forth above. You agree to promptly provide Nexmo with all information and documentation that Nexmo requests to
verify your compliance with this Agreement. If any provision of this Agreement is held to be invalid or unenforceable, it
shall be reformed to the limited extent necessary to make it enforceable. This Agreement shall be governed by and construed
in accordance with the laws of California, without regard to its conflicts of laws provisions. California will have exclusive
jurisdiction and venue under this Agreement. You may not assign or transfer any part of this Agreement to any third party.
Nexmo may assign and transfer this Agreement without consent to a successor to all or substantially all of its business or
assets to which this Agreement relates.