TigerLogic yolink® Developer API License Agreement


This TigerLogic yolink Developer API License Agreement ("License Agreement") contains the terms and conditions that govern your access to and use of the TigerLogic yolink Developer API (as defined below). "We," "us," or "our" means TigerLogic Corporation or any of its affiliate companies (“TigerLogic”), as the case may be. "You" or "your" means the applicant. A "site" means a website. "yolink Site" means either the yolink.com site or any successor or related site as we may determine. "Your application" means any software application(s) or site(s) that you link to the yolink Site, make use of the TigerLogic yolink Web Services or that interfaces with the yolink Developer API.

BY CHECKING THE BOX INDICATING THAT YOU AGREE TO THE TERMS AND CONDITIONS OF THIS LICENSE AGREEMENT, OR BY ACCESSING OR USING THE YOLINK DEVELOPER API, YOU (A) AGREE TO BE BOUND BY THIS LICENSE AGREEMENT AND THE TIGERLOGIC WEB SERVICES CUSTOMER AGREEMENT; (B) ACKNOWLEDGE AND AGREE THAT YOU HAVE INDEPENDENTLY EVALUATED THE DESIRABILITY OF USING THE YOLINK DEVELOPER API AND ARE NOT RELYING ON ANY REPRESENTATION, GUARANTEE, OR STATEMENT OTHER THAN AS EXPRESSLY SET FORTH IN THIS LICENSE AGREEMENT; AND (C) HEREBY REPRESENT AND WARRANT THAT YOU ARE LAWFULLY ABLE TO ENTER INTO CONTRACTS (E.G., YOU ARE NOT A MINOR). 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 COMPANY OR ENTITY HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE IS AUTHORIZED AND LAWFULLY ABLE TO BIND THAT COMPANY OR ENTITY TO THIS LICENSE AGREEMENT.

1. Description of yolink Developer API.

The purpose of this License Agreement is to permit you to access the functionality associated with the yolink Developer API. Under this License Agreement, we will make available to you proprietary application programming interfaces and other tools that permit you to access and use certain data and application logic, as determined by TigerLogic in its sole discretion from time to time (“TigerLogic yolink Web Services”).

In addition to the yolink Developer API, we may make available from time to time for use in connection with the yolink Developer API sample source code and libraries, each of which will be made available to you under a separate license that accompanies each sample source code or library, as applicable ("'TigerLogic Code"). We may also make available specifications, user manuals, guides, supporting materials, 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 TigerLogic yolink Web Services (collectively, "Specifications").

2. Enrollment

To begin the enrollment process, you must submit a complete and accurate enrollment form.In your enrollment form, you must describe the application you intend to develop and use with the yolink Developer API. We will evaluate your enrollment form and notify you of its acceptance or rejection. We may reject your enrollment form if we determine that your application is unsuitable. Unsuitable applications include those that:

(a) promote or contain sexually explicit materials;

(b) promote violence or contain violent materials;

(c) promote discrimination, or employ discriminatory practices, based on race, sex, religion, nationality, disability, sexual orientation, or age;

(d) promote or undertake illegal activities;

(e) include "yolink," "TigerLogic” or any other trademark of TigerLogic Corporation or its affiliates, or variations or misspellings of any of them, in their URLs to the left of the top-level domain name (e.g., ".com," ".net," ".co.uk") – for example, a URL such as "yolink.mydomain.com," "yolike.com," "yolinkess.net," would be unsuitable; or

(f) otherwise violate intellectual property rights.

If we reject your enrollment form, you are welcome to reapply at any time. However, if we accept your enrollment form and we later determine that your application is unsuitable, we may terminate this License Agreement.

You will ensure that the information included in your enrollment form, including your contact information and the description of your application, is at all times complete, accurate, and up-to-date.

By enrolling, a TigerLogic Web Services account will also automatically be created for you. You must maintain your TigerLogic Web Services account in good standing in order to access or use the yolink Developer API.

3. Price and Payment Terms

(a)   Development Period. The yolink API is free of charge during the development period or up to 1,000 searches (per year), whichever comes first.

(b)   Deployment Fees.

1.     Basic API Deployment. Basic API deployment includes up to 1,000 cumulative indexed pages or 25,000 searches per year. The fee for each basic deployment of the yolink API is currently twenty-five U.S. Dollars ($25.00) per annual subscription period.

2.     Premium API Deployment. Premium deployment is for those whose search needs exceed 1,000 cumulative indexed pages or 25,000 searches per year. Please contact us for Premium API Deployment pricing.

3.     Fees are subject to change. Fees are quoted and payable in United States dollars and payment obligations are non-cancelable and fees paid are non-refundable.

(c)    Subscription Period. Each initial deployment includes a free two-month trial deployment period. The annual subscription period begins after the two-month trial deployment period. For example, if the initial deployment date is February 1st, the trial period is from February 1st through March 31st, and the annual subscription period begins April 1st and ends March 31st of the following year.

(d)   Payment. Payments are processed via PayPal. You will provide Us with valid and updated bank or credit card information and you authorize Us to debit such bank account or charge such credit for the initial subscription term and any renewal subscription term(s). Such debits or charges shall be made in advance at the beginning of each annual subscription term. You are responsible for maintaining complete and accurate billing and contact information.

(e)   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.

(f)     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. For clarity, We are solely responsible for taxes assessable against it based on Our income, property and employees.

4. Obtaining yolink Developer Services

You may obtain access to the TigerLogic yolink Web Services by making calls to the yolink Developer API. You acknowledge that we may change, deprecate, or republish the TigerLogic yolink Web Services, or any features thereof, at any time and from time to time, and you agree that it is your responsibility to ensure that your access to and use of the yolink Developer API is compatible with the then-current requirements. You must use a TigerLogic-assigned unique identifier (an "Account Identifier") to identify your account and make calls to the yolink Developer API. Your Account Identifier will be identical to the account identifier assigned to you in connection with your TigerLogic Web Services account. You may obtain your Account Identifier through the yolink Developer API account creation process or, if prior to enrollment you already had a TigerLogic Web Services account, you may use the Account Identifier associated with that account. We may change your Account Identifier from time to time. An Account Identifier is for your personal use only and you must maintain its secrecy and security. You may not sell, transfer, sublicense, or otherwise disclose your Account Identifier to any other person or entity. An Account Identifier that is a public key is not secret.You are responsible for all activities that occur under your Account Identifier, 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 Account Identifier, or if your Account Identifier is otherwise disclosed, lost, or stolen. Use of your Account Identifier to access or use any service offered by TigerLogic Web Services is subject to the TigerLogic Web Services Customer Agreement. You may not use any Account Identifier assigned to anyone other than you or that we did not specifically assign to you.

5.Usage Requirements

By making calls to the yolink Developer API, you agree to comply with the following requirements:

(a) You will not use our or our affiliates’ trademarks or logos (including any TigerLogic Mark).

(b) You will use any TigerLogic Code and Specifications 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. You will not use the yolink Developer API with any site or application, or in any other manner, that does not have the principal purpose of directing users to the TigerLogic Developer Service.

(c) You will comply with all pages, schedules, policies, guidelines, and other documents and materials, including all Specifications, referenced in this License Agreement ("Operational Documentation").

(d) You will not, without our express prior written approval, use any TigerLogic Developer Services on or in connection with any site or application designed or intended for use with a mobile phone or other handheld device.

(e) You will not include on your application, display, or otherwise use the yolink Developer API 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.

(f) You will not (i) interfere, or attempt to interfere, in any manner with the functionality or proper working of the yolink Developer API; or (ii) remove, obscure, alter, or make invisible, illegible, or indecipherable, any notice, including any notice of intellectual property or proprietary right, appearing on or contained within the yolink Developer API or Specifications.

(g) You will not issue any press release or make any other public communication with respect to this License Agreement or your use of the yolink Developer API. You will not misrepresent or embellish the relationship between us and you (including by expressing or implying that we support, sponsor, endorse, or contribute to any charity or other cause), or express or imply any relationship or affiliation between us and you or any other person or entity except as expressly permitted by this License Agreement.

(h) You will not, and will not attempt to (i) modify, alter, tamper with, repair, or otherwise create derivative works of the TigerLogic Code or Specifications or any software included in the TigerLogic yolink Web Services; or (ii) reverse engineer, disassemble, decompile, or otherwise derive any source code of or relating to any TigerLogic web service.

(i) You will not, without our express prior written approval, sell, resell, redistribute, sublicense, or transfer any application that utilizes the yolink Developer API. If you obtain our approval to sell, resell, redistribute, sublicense, or transfer a client application, that client application must comply with this License Agreement, including subsections (j) and (k) below.

(j)Upon our request you will, within three business days of our request, furnish us with a copy of the client application for the purpose of verifying your compliance with this License Agreement.

(k) You will not exceed, or if you build and release an application that calls the yolink Developer API, each copy of that application that is installed by an end user will not exceed, 1 call per second or send files to or from the yolink Developer API that are greater than 4 megabytes without our prior written approval.

(l) You agree to provide us with any information that we request to verify your compliance with this License Agreement. If we determine that you have not complied with any requirement described above or that you have otherwise violated this License Agreement, we may (without limiting any other rights or remedies available to us) terminate this License Agreement. In addition, you hereby consent to us:

  • sending you emails relating to this License Agreement from time to time; and
  • monitoring, crawling, or otherwise investigating your application to verify compliance with this License Agreement.

6. Responsibility for Your Application

You will be solely responsible for your application, including its development, operation, and maintenance and all materials that appear on it. For example, you will be solely responsible for:

  • the technical operation of your application and all related equipment;
  • ensuring that the use of the TigerLogic yolink Web Service in connection with your application does not violate this License Agreement or any agreement between you and any other person or entity (including any restrictions or requirements placed on you by any person or entity that hosts your application);
  • ensuring that you do not use the yolink Developer API or your application in a manner that infringes, violates or misappropriates any of our rights or those of any other person or entity; and
  • any use that you make of the yolink Developer API, whether or not permitted under this License Agreement.

We will have no liability for these matters or for any of your end users’ claims relating to these matters, and you agree to defend, indemnify, and hold us, our affiliates and licensors, and their respective employees, officers, directors, and representatives, harmless from and against all claims, damages, losses, liabilities, costs, and expenses (including attorneys’ fees) relating to (a) your application or any materials that appear on or with your application, including the combination of your application or those materials with other applications, content, or processes; (b) the use, development, design, manufacture, production, advertising, promotion, or marketing of your application or any materials that appear on or with your application, and all other matters described in this Section 6; (c) your use of the yolink Developer API, whether or not such use is authorized by or violates this License Agreement or violates applicable law; (d) your violation of any term or condition of this License Agreement; or (e) your or your employees' negligence or willful misconduct.

7. Limited License

Subject to the terms of this License Agreement, we grant you a limited, revocable, non-transferable, non-sublicensable, non-exclusive, royalty-free license to (a) access and use the yolink Developer API, solely in accordance with the Specifications and this License Agreement; and (b) access and use the Specifications solely in connection with your access to and use of the yolink Developer API. The license set forth in this Section 7 will immediately and automatically terminate if at any time you do not timely comply with any obligation under this License Agreement, or otherwise upon termination of this License Agreement. Regardless of whether the license set forth in this Section 7 is terminated, you will immediately stop using the yolink Developer API, as requested by us.

8. Reservation of Rights; Feedback

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 yolink Developer API, and any other intellectual property and technology that we provide or use in connection with the yolink Developer API. If you communicate suggestions to us ("Feedback"), we will own all right, title, and interest in and to that Feedback, even if you have designated it as confidential, and we will be entitled to use it without restriction. You hereby irrevocably assign to us all right, title, and interest in and to all Feedback and Product Advertising Content that you modify or edit in any way, and agree to provide us such assistance as we may require to document, perfect, or maintain our rights in and to the Feedback.

If you provide us or any of our affiliates with reviews, data, images, text, or other information or content about a product or otherwise in connection with this License Agreement or your use of the yolink Developer API ("Your Submission"), you hereby grant us a perpetual, paid-up royalty-free, nonexclusive, worldwide, irrevocable, freely transferable right and license to (a) use, reproduce, perform, display, and distribute Your Submission in any manner; (b) adapt, modify, re-format, and create derivative works of Your Submission for any purpose; (c) use and publish your name in the form of a credit in conjunction with Your Submission (however, we will not have any obligation to do so); and (d) sublicense the foregoing rights to any other person or entity. Additionally, you hereby warrant that: (y) Your Submission is your original work, or you obtained Your Submission in a lawful manner; and (z) our and our sublicensees’ exercise of rights under the license above will not violate any person’s or entity’s rights, including any copyright rights.

9.Compliance with Laws

In connection with your use of the yolink Developer API, you will comply with all applicable laws, ordinances, rules, regulations, orders, licenses, permits, judgments, decisions, and other requirements of any governmental authority that has jurisdiction over you, including laws (federal, state, or otherwise) that govern marketing email (e.g., the CAN-SPAM Act of 2003).

10.Term; Termination or Suspension

The term of this License Agreement will begin upon our acceptance of your enrollment application and will end when terminated by either you or us. Either you or we may terminate this License Agreement at any time, with or without cause, by giving the other party written notice of termination. Upon any termination of this License Agreement, any and all licenses you have with respect to the yolink Developer API or Specifications will automatically terminate and you will immediately stop using the yolink Developer API, and promptly remove from your application and delete or otherwise destroy any and all materials provided or made available by or on behalf of us to you under this License Agreement or otherwise in connection with the yolink Developer API. In addition, we may terminate or suspend your license to access and use the yolink Developer API at any time without terminating this License Agreement by giving you written notice. Upon your receipt of that notice, you will immediately stop using the yolink Developer API, provided that (a) in the case of a suspension you may resume access to and use of the yolink Developer API upon notice from us; or (b) in the case of a termination you will additionally promptly delete or otherwise destroy references to the yolink Developer API in your application. 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, 11, 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 a change notice, revised agreement, or revised Operational Documentation on the TigerLogic.com site. Modifications may include, for example, changes to the usage requirements. IF ANY MODIFICATION IS UNACCEPTABLE TO YOU, YOUR ONLY RECOURSE IS TO TERMINATE THIS LICENSE AGREEMENT. YOUR CONTINUED USAGE OF THE YOLINK DEVELOPER API FOLLOWING OUR POSTING OF A CHANGE NOTICE, REVISED LICENSE AGREEMENT, OR REVISED OPERATIONAL DOCUMENTATION ON THE YOLINK SITE OR TIGERLOGIC SITE WILL CONSTITUTE YOUR BINDING ACCEPTANCE OF THE CHANGE.

12.Relationship of Parties

You and we are independent contractors, and nothing in this License Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between you and us. You will have no authority to make or accept any offers or representations on our behalf. You will not make any statement, whether on your application or otherwise, that contradicts or may contradict anything in this section. 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 INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING ANY LOSS OF REVENUE, PROFITS, GOODWILL, USE, OR DATA) ARISING IN CONNECTION WITH THIS LICENSE AGREEMENT, THE YOLINK DEVELOPER API, SPECIFICATIONS, OPERATIONAL DOCUMENTATION, THE YOLINK SITE, THE TIGERLOGIC SITE OR THE SERVICE OFFERINGS (DEFINED BELOW), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. FURTHER, OUR AGGREGATE LIABILITY ARISING IN CONNECTION WITH THIS LICENSE AGREEMENT AND THE SERVICE OFFERINGS WILL NOT EXCEED $25,000.

14.Disclaimers

THE YOLINK DEVELOPER API, YOLINK SITE, TIGERLOGIC SITE AND THE PRODUCTS AND SERVICES OFFERED ON THE YOLINK SITE, TIGERLOGIC SITE, OPERATIONAL DOCUMENTATION, AND ALL TECHNOLOGY, SOFTWARE, FUNCTIONS, MATERIALS, DATA, IMAGES, TEXT, AND OTHER INFORMATION AND CONTENT PROVIDED OR USED BY OR ON BEHALF OF US OR OUR AFFILIATES OR LICENSORS IN CONNECTION WITH THIS LICENSE AGREEMENT (COLLECTIVELY 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.

THE YOLINK DEVELOPER API IS STILL INTERESTING PHASE BUT UTILIZABLE BY EXPERIENCED USERS.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 (A) ANY ERRORS, INACCURACIES, OR SERVICE INTERRUPTIONS, INCLUDING POWER OUTAGES OR SYSTEM FAILURES; OR (B) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF, OR DELETION, DESTRUCTION, DAMAGE, OR LOSS OF, YOUR APPLICATION OR ANY DATA, IMAGES, TEXT, OR OTHER INFORMATION OR CONTENT. NO ADVICE OR INFORMATION OBTAINED BY YOU FROM US OR FROM ANY OTHER PERSON OR ENTITY OR THROUGH THE YOLINK DEVELOPER API, OPERATIONAL DOCUMENTATION, OR THE TIGERLOGIC SITE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS LICENSE AGREEMENT. FURTHER, NEITHER WE NOR ANY OF OUR AFFILIATES OR LICENSORS WILL BE RESPONSIBLE FOR ANY COMPENSATION, REIMBURSEMENT, OR DAMAGES ARISING IN CONNECTION WITH (X) ANY LOSS OF PROSPECTIVE PROFITS OR REVENUE, ANTICIPATED SALES, GOODWILL, OR OTHER BENEFITS, (Y) ANY INVESTMENTS, EXPENDITURES, OR COMMITMENTS BY YOU IN CONNECTION WITH THIS LICENSE AGREEMENT OR YOUR USE OF OR ACCESS TO THE YOLINK DEVLOPER API, OR (Z) ANY TERMINATION OR SUSPENSION OF THIS LICENSE AGREEMENT OR YOUR USE OF OR ACCESS TO THE YOLINK DEVELOPER API.

15.Disputes

Any dispute relating in any way to the yolink Developer API or this License Agreement 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. 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 yolink Developer API and any Specifications 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 application. 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. In the event of any conflict between this License Agreement and the Operational Documentation, this License Agreement will control. 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.