To use the ADC, you must first sign up for a Developer Account. The Developer Account must contain accurate and up-to-date information at all times, including your current title, company, and e-mail address.
II. APIs and aWhere Materials
aWhere's APIs are provided for a fee, as agreed to in your customer contract. We offer a limited time and capacity trial period for the purposes of testing the APIs and creating proofs of concept. Your use of trial access is limited to non-production uses and may be subject to limits including the number of fields, total number of API calls, transactions per second, or any other metric aWhere may configure. You may not use trial access for production applications. You may not create multiple trial accounts in order to circumvent these restrictions.
You will not attempt or encourage others to:
A. sell, rent, lease, sublicense, redistribute, or syndicate access to the APIs, ADC or aWhere Materials to any third party without prior written approval from aWhere.
B. remove or alter any proprietary notices or marks on the APIs, ADC or aWhere Materials.
C. use or access the APIs for purposes of monitoring the availability, performance, or functionality of any of aWhere's products and services or for any other benchmarking or competitive purposes.
D. use aWhere marks in any manner without the prior written permission of aWhere or in a manner that creates a sense of endorsement, sponsorship, or false association with aWhere. You may not use aWhere marks as part of the name of your company or Service, or in any product, service, name field or logos created by you. All use of aWhere marks, and all goodwill arising out of such use, will inure to aWhere's benefit.
E. try to exceed or circumvent your limitations on calls and use. This includes creating multiple applications for identical, or largely similar, usage (e.g. having one application per customer). If we believe that you have exceeded or circumvented our limitations, or if you have tried to, we may temporarily suspend or permanently block your access to the APIs, disable your Developer Account, or both.
F. interfere with or disrupt aWhere services or servers or networks connected to aWhere services, or disobey any requirements, procedures, policies or regulations of networks connected to aWhere services.
IV. Ownership and Feedback
You have no obligation to give us any suggestions, comments or other feedback ("Feedback") relating to the aWhere Materials, unless specified in an alternate agreement with aWhere. However, we may use and include any Feedback that you voluntarily provide to improve the aWhere Materials and/or any other of our products, services, or technologies without any license, attribution, or payment to you. Accordingly, if you give Feedback, you agree that we may freely use, reproduce, license, and distribute such Feedback. You also agree not to provide Feedback that you know is subject to any intellectual property claim by a third party or any license terms that would require products or services derived from that Feedback to be licensed to or from, or shared with, any third party.
VII. Representations and Warranties; Disclaimer
You represent and warrant that:
A. you have the necessary power and authority to enter into this agreement, and that the performance of your obligations will not constitute a breach or otherwise violate any other agreement or the rights of any third party arising therefrom;
B. you will maintain throughout the term of this agreement all rights and licenses that are required with respect to your Service; and
THE AWHERE MATERIALS, APIS, AND ANY OTHER AWHERE PRODUCTS AND SERVICES PROVIDED HEREUNDER ARE PROVIDED "AS IS" AND ON AN "AS-AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND. AWHERE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. AWHERE DOES NOT WARRANT THAT THE AWHERE MATERIALS AND APIS AND ANY OTHER AWHERE PRODUCTS AND SERVICES PROVIDED HEREUNDER WILL MEET ALL OF YOUR REQUIREMENTS OR THAT USE OF SUCH AWHERE MATERIALS AND APIS BE ERROR-FREE UNINTERRUPTED, VIRUS-FREE, OR SECURE. SOME OF THE AWHERE MATERIALS ARE EXPERIMENTAL AND HAVE NOT BEEN TESTED IN ANY MANNER. WE DO NOT REPRESENT, WARRANT OR MAKE ANY CONDITION THAT THE AWHERE MATERIALS ARE FREE OF INACCURACIES, ERRORS, BUGS, OR INTERRUPTIONS, OR ARE RELIABLE, ACCURATE, COMPLETE, OR OTHERWISE VALID. YOUR USE OF THE AWHERE MATERIALS IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM USE OF THE aWhere MATERIALS INCLUDING FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OR FROM OUR WEBSITE OR OUR SERVICES WILL CREATE ANY WARRANTY OR CONDITION NOT EXPRESSLY STATED IN THESE TERMS.
VIII. Limitation of Liability
IN NO EVENT WILL AWHERE BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. IN ANY CASE, AWHERE'S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR AS SUCH DETERMINED AND GOVERNED BY YOUR LICENSE AGREEMENT WITH AWHERE. YOUR LICENSE AGREEMENT (CONTRACT) WITH AWHERE GOVERNS OUR LIABILITY TO YOU. USERS WITHOUT A PIAD LICENSE AGREEMENT ARE SUBJECT TO THESE TERMS.
You will indemnify, defend, and hold aWhere, its subsidiaries, affiliates, officers, and employees, harmless from any and all claims, damages, losses, liabilities, actions, judgments, costs, and expenses (including reasonable attorneys' fees) brought by a third party arising out of or in connection with: (a) any act or omission by you, in connection with your use of the aWhere Materials, the APIs, or the aWhere Marks; (b) your use of the aWhere Materials, the APIs, or the aWhere Marks other than as expressly allowed by this agreement; (c) your breach or alleged breach of any of the terms, restrictions, obligations or representations under this agreement; or (d) your Application(s). You will assume control of the defense and settlement of any claim subject to indemnification by you. aWhere may, however, at any time elect to take over control of the defense and settlement of any such claim, at your cost and expense (including reasonable attorneys' fees). In any event, you will not settle any such claim without aWhere's prior written consent.