Ribbit Developer Platform - End User License Agreement

Ribbit Developer Platform - End User License Agreement

Ribbit Developer Platform Flex™ and AIR™ API Components

Summary:

This Ribbit End User License Agreement ("EULA") is for the Ribbit Developer Platform Flex™ and AIR™ Components which work in conjunction with Ribbit Services and, together, give rich internet application developers the ability to make and receive calls, record/send and receive voicemail, as well as add and manage contacts.

Through this agreement Ribbit enables third party developers to build custom versions and integrations ("Application") of the Ribbit Developer Platform component(s) for personal or commercial use. Developers are free to sell or otherwise provide their Ribbit application to the market for personal or commercial gain.

In order to enroll in the Ribbit Developer Platform, developers must have a Ribbit developer account. Ribbit developer accounts are available at developer.ribbit.com. Ribbit maintains sole discretion over pricing and availability of Ribbit accounts.If you are interested in reselling the Ribbit service or purchasing a block of services or accounts, please contact our partner team.

No Emergency Calls:

By entering into this Agreement, you acknowledge and agree that the Ribbit Software does not and does not intend to support or carry emergency calls.

Electronic Signatures and Agreement(s):

You acknowledge and agree that by clicking on the ACCEPT button or similar buttons or links as may be designated by Ribbit to show your approval of any foregoing texts and/or to download or install Ribbit software, you are entering into a legally binding contract. You hereby agree to the use of electronic communication in order to enter into contracts, place orders and create other records and to the electronic delivery of notices, policies and records of transactions initiated or completed through the Ribbit Software. Furthermore, you hereby waive any rights or requirements under any laws or regulations in any jurisdiction which require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent permitted under applicable mandatory law.

1. Acceptance of Terms.

Ribbit provides to you the Ribbit Developer Platform Flex™ and AIR™ API Components (the "Ribbit Software") (including the documentation, local computer files installed by the installer application, and any upgrades, enhancements, modifications, updates, revisions and substitutions thereto, and any copies of any of the foregoing) subject to the following license terms (the "License"), which incorporate by reference the Ribbit Terms of Service ("TOS"), each which may be updated by us from time to time without notice to you. You can review the most current version of this License and the TOS at any time at http://developer.ribbit.com/legal/.

By clicking the link below to download the Ribbit Software, and by using and continuing to use the Ribbit Software, you agree to be bound by this License which includes the TOS.

2. License Agreement.

    1. The Ribbit Software is owned by Ribbit, or Ribbit's licensors and content and technology providers ("Ribbit Licensors"), and is licensed to you on a worldwide (except as limited below), non-exclusive, non-sublicenseable basis on the terms and conditions set forth herein. All rights not expressly granted to you are reserved by Ribbit or their respective owners.
    2. You may install and use the Ribbit Software provided by Ribbit (in its sole discretion) in object code form on a personal computer owned or controlled by you and may use the Ribbit Software for your personal or commercial use or benefit, subject to Ribbit public service availability. In order for consumers or other customers to use your Ribbit enabled Application, they will also need to establish a Ribbit account and accept Ribbit's Terms of Service. Ribbit maintains sole discretion over pricing and availability of Ribbit services. If you are interested in reselling the Ribbit service or purchasing a block of services or accounts, please contact our partner team.
    3. You may market, promote, distribute or otherwise transfer your Ribbit applications so long as you comply with this agreement and openly disclose the usage requirements as outlined above.
    4. You may not decompile, reverse engineer, disassemble, modify, rent, lease, loan, distribute, or create derivative works (as defined by the U.S. Copyright Act) or improvements (as defined by U.S. patent law) from the Ribbit Software or any portion thereof.
    5. You may not incorporate the Ribbit Software into any computer chip or the firmware of any computing device.
    6. You may not use the Ribbit Software in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with the TOS or this License including but not limited to:
      1. defaming, abusing, harassing, stalking, threatening or otherwise violating the legal rights (such as rights of privacy and publicity) of others;
      2. uploading, posting, emailing or transmitting or otherwise making available any inappropriate, defamatory, infringing, obscene, or unlawful Content;
      3. restricting or inhibiting any other user from using and enjoying Ribbit services;
      4. interfering with or disrupting Ribbit services or servers or networks connected to Ribbit services.
    7. You may not use the Ribbit Software to operate nuclear facilities, life support, or other mission critical applications where human life or property may be at stake.You understand that the Ribbit Software is not designed for such purposes and that its failure in such cases could lead to death, personal injury, or severe property or environmental damage for which Ribbit is not responsible.
    8. You may not use or export the Ribbit Software in violation of applicable U.S. laws or regulations.
    9. You may not sell, market, distribute, post or otherwise transfer your Ribbit enabled application in a manner that:
      1. removes any copyright, trademark or other proprietary rights notices contained in or on Ribbit services;
      2. uses Ribbit brand features, including trade names, trademarks, service marks, logos, and domain names to disparage Ribbit, its products or services;
      3. displays a Ribbit brand feature in a manner that is misleading, defamatory, infringing, libelous, disparaging, obscene or otherwise objectionable to Ribbit.

3. No Emergency Services. Ribbit is not a traditional telephone service.

    1. You expressly agree and understand that the Ribbit Software is not intended to support or carry emergency calls to any type of hospital, law enforcement agency, medical care unit or any other kind of Emergency Service. Ribbit, its Affiliates or Ribbit Staff are in no way liable for such emergency calls.
    2. By agreeing to this Agreement you understand that additional arrangements must be made to access Emergency Services. To access Emergency Services, you acknowledge and accept your responsibility to purchase, separately from Ribbit Software, traditional wireless or wireline telephone service that offers access to Emergency Services.
    3. You recognize and agree that Ribbit is not required to offer Emergency Services pursuant to any applicable local and or national rules, regulation or law. You further recognize that Ribbit is not a replacement for your primary telephone service.

4. Ownership and Relationship of Parties.

    1. The Ribbit Software is protected by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of the U.S. and other countries.You agree to abide by all applicable proprietary rights laws and other laws, as well as any additional copyright notices or restrictions contained in this License and in the TOS.Ribbit and the Ribbit Licensors own all rights, title, and interest in and to their applicable contributions to the Ribbit Software.This License grants you no right, title, or interest in any intellectual property owned or licensed by Ribbit, including (but not limited to) the Ribbit Software and Ribbit trademarks, and creates no direct relationship between yourself and the Ribbit Licensors, or between you and Ribbit, other than that of licensor to licensee under this License.You agree that the Ribbit Licensors may enforce their rights under this License against you directly in their own name.
    2. Intellectual Property (IP). You acknowledge and agree that any and all IP Rights to or arising from the Ribbit Software are and shall remain the exclusive property of Ribbit and/or its licensors. Nothing in this Agreement intends to transfer any such IP Rights to, or to vest any such IP Rights in, you. You are only entitled to the limited use of the IP Rights granted to you in this Agreement. You will not take any action to jeopardize, limit or interfere with the IP Rights. You acknowledge and agree that any unauthorized use of the IP Rights is a violation of this Agreement as well as a violation of intellectual property laws, including without limitation copyright laws and trademark laws. You acknowledge and understand that all title and IP Rights in and to any third party content that is not contained in the Ribbit Software, but may be accessed through use of the Ribbit Software, is the property of the respective content owners and may be protected by applicable copyright or other intellectual property laws and treaties.
    3. With the exception of IP Rights of Ribbit and/or its licensors in Ribbit Software (including the Ribbit API), you retain the intellectual property rights you may have in the applications, materials, products or processes you create which are based on or utilize the Ribbit API. You hereby release and covenant not to hold liable Ribbit or its Affiliates, or any of their licensees, assigns or successors, for any and all damages, liabilities, causes of action, judgments or claims (a) pertaining to any intellectual property you develop that is based on, uses, or relates to the Ribbit API; and (b) which otherwise may arise in connection with your use of, reliance on, or reference to the Ribbit API. As between you and Ribbit, Ribbit and its licensors retain the IP Rights in and to the Ribbit Software (including the Ribbit API) and any derivative works thereto created by or for Ribbit or its licensors.
    4. Ribbit maintains rights to market, promote, and otherwise feature your Application without limitation, so long as Ribbit does not violate copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of the U.S. and other countries.
    5. No Removal of Notices. You agree that you will not remove, obscure, make illegible or alter any notices or indications of the IP Rights and/or Ribbit's rights and ownership thereof, whether such notice or indications are affixed on, contained in or otherwise connected to any materials.

5. Support and Software Updates.

Ribbit may elect to provide you with customer support and/or software upgrades, enhancements, or modifications (collectively, "Ribbit Support") for the Ribbit Software, in its sole discretion, and may terminate such Ribbit Support at any time without notice to you. Ribbit may change, suspend, or discontinue any aspect of the Ribbit Software at any time, including the availability of any Ribbit Software feature, database, or content. Ribbit may also impose limits on certain features and services or restrict your access to parts or all of the Ribbit Software or the Ribbit web site without notice or liability. Nothing in this agreement bars Ribbit from engaging with other developers for similar applications or from pursuing their own development that may overlap with your Application.

6. Fees and Payments.

Ribbit reserves the right to charge fees for future use of or access to the Ribbit Software, Ribbit Support or the Ribbit services and web sites relating thereto (collectively, "Ribbit Software Services") in Ribbit's sole discretion.In order to use the Ribbit Software, you must obtain a license to the Macromedia® Flash or Flex software, as applicable, and pay any license fees associated with such access. Your use of Macromedia software is subject to the terms, conditions, warranties and disclaimers provided by Macromedia. Please refer to the materials you received when you purchased your license to the software to understand your rights and obligations.

7. Disclaimer of Warranties.

USE OF THE RIBBIT SOFTWARE SERVICES AND ANY DATA ACCESSED THROUGH THE RIBBIT SOFTWARE IS AT YOUR SOLE RISK AND IS PROVIDED "AS IS."

ANY MATERIAL OR SERVICE DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE RIBBIT SOFTWARE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE DOWNLOAD AND/OR USE OF ANY SUCH MATERIAL OR SERVICE.

RIBBIT, ITS OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AGENTS, AFFILIATES, AND ASSIGNS (COLLECTIVELY, "RIBBIT ENTITIES"), AND RIBBIT LICENSORS DO NOT REPRESENT THAT THE RIBBIT SOFTWARE SERVICES OR ANY DATA ACCESSED THEREFROM IS APPROPRIATE OR AVAILABLE FOR USE OUTSIDE THE UNITED STATES.

THE RIBBIT ENTITIES AND RIBBIT LICENSORS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE RIBBIT SOFTWARE SERVICES AND ANY DATA ACCESSED THEREFROM, OR THE ACCURACY, TIMELINESS, COMPLETENESS, OR ADEQUACY OF THE RIBBIT SOFTWARE SERVICES AND ANY DATA ACCESSED THEREFROM, INCLUDING THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

IF THE RIBBIT SOFTWARE SERVICES OR ANY DATA ACCESSED THEREFROM PROVES DEFECTIVE, YOU (AND NOT THE RIBBIT ENTITIES OR THE RIBBIT LICENSORS) ASSUME THE ENTIRE COST OF ALL REPAIR OR INJURY OF ANY KIND, EVEN IF THE RIBBIT ENTITIES OR RIBBIT LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH A DEFECT OR DAMAGES.SOME JURISDICTIONS DO NOT ALLOW RESTRICTIONS ON IMPLIED WARRANTIES SO SOME OF THESE LIMITATIONS MAY NOT APPLY TO YOU.

8. Limitation of Liability.

THE RIBBIT ENTITIES AND RIBBIT LICENSORS WILL NOT BE LIABLE TO YOU FOR CLAIMS AND LIABILITIES OF ANY KIND ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF THE RIBBIT SOFTWARE SERVICES BY YOURSELF OR BY THIRD PARTIES, TO THE USE OR NON-USE OF ANY BROKERAGE FIRM OR DEALER, OR TO THE SALE OR PURCHASE OF ANY SECURITY, WHETHER SUCH CLAIMS AND LIABILITIES ARE BASED ON ANY LEGAL OR EQUITABLE THEORY.

THE RIBBIT ENTITIES AND RIBBIT LICENSORS ARE NOT LIABLE TO YOU FOR ANY AND ALL DIRECT, INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO ANY THIRD-PARTY SOFTWARE, ANY DATA ACCESSED THROUGH ANY THIRD PARTY SOFTWARE , YOUR USE OR INABILITY TO USE OR ACCESS THE RIBBIT SOFTWARE SERVICES, OR ANY DATA ACCESSED THROUGH THE RIBBIT SOFTWARE SERVICES, WHETHER SUCH DAMAGE CLAIMS ARE BROUGHT UNDER ANY THEORY OF LAW OR EQUITY.DAMAGES EXCLUDED BY THIS PARAGRAPH INCLUDE, WITHOUT LIMITATION, THOSE FOR LOSS OF BUSINESS PROFITS, INJURY TO PERSON OR PROPERTY, BUSINESS INTERRUPTION, LOSS OF BUSINESS OR PERSONAL INFORMATION.SOME JURISDICTIONS DO NOT ALLOW LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THIS RESTRICTION MAY NOT APPLY TO YOU.

INFORMATION PROVIDED THROUGH THE RIBBIT SOFTWARE SERVICES MAY BE DELAYED, INACCURATE, OR CONTAIN ERRORS OR OMISSIONS, AND THE RIBBIT ENTITIES AND RIBBIT LICENSORS WILL HAVE NO LIABILITY WITH RESPECT THERETO. RIBBIT MAY CHANGE OR DISCONTINUE ANY ASPECT OR FEATURE OF THE RIBBIT SOFTWARE SERVICES OR THE USE OF ALL OR ANY FEATURES OR TECHNOLOGY IN THE RIBBIT SOFTWARE SERVICES AT ANY TIME WITHOUT PRIOR NOTICE TO YOU, INCLUDING, BUT NOT LIMITED TO, CONTENT AND HOURS OF AVAILABILITY.

9. Indemnification.

You are solely responsible for compliance with agreements you have executed with third parties.You agree to indemnify and hold the Ribbit Entities and Ribbit Licensors harmless from any claim or demand, including reasonable attorneys' fees, made by any third party in connection with or arising out of your use of the Ribbit Software, your violation of any terms or conditions of this License, your violation of applicable laws, or your violation of any rights of another person or entity.

10. Termination.

Your license to the Ribbit Software under this License continues until it is terminated by either party. You may terminate the License by discontinuing use of all or any of the Ribbit Software and by destroying the applicable Ribbit Software.This License terminates automatically if you (i) violate any term of this License, (ii) Ribbit publicly posts a written notice of termination on Ribbit's web site, or (iii) Ribbit sends a written notice of termination to you. If your license terminates, you agree to cease any and all use of the Ribbit Software, its components, and any third-party data. Sections 2c., 3, and 5 through 15 will survive any termination of this Agreement.

11. Government End Users.

If the Ribbit Software and related documentation are supplied to or purchased by or on behalf of the United States Government, then the Ribbit Software is deemed to be "commercial software" as that term is used in the Federal Acquisition Regulation system. Rights of the United States shall not exceed the minimum rights set forth in FAR 52.227-19 for "restricted computer software." All other terms and conditions of this License apply.

12. Controlling Law.

This License and the relationship between you and Ribbit is governed by the laws of the State of California without regard to its conflict of law provisions.You and Ribbit agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Santa Clara, California.

13. No General Waiver; Severability.

The failure of Ribbit to exercise or enforce any right or provision of this License shall not constitute a waiver of such right or provision.If any provision of this License is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of this License remain in full force and effect.

14. Complete Agreement.

This License and the TOS constitute the entire understanding between the parties respecting use of the Ribbit Software Services, superseding all prior agreements between you and Ribbit In the event of any conflict between the terms and conditions of this License and those in the TOS, the terms and conditions of this License will control, except to the extent that the TOS impose additional restrictions and liabilities on your actions. In the event of a conflict between the terms of this License and the TOS, this License will control to the extent of such conflict.

15. Notice.

Ribbit may provide you with notices, including those regarding changes to this License, either by e-mail, regular mail, or by postings on the Ribbit Developer Platform home page at http://developer.ribbit.com.

16. Violations.

Please report any violations of this License or the TOS to our Customer Care group.

YOU ACKNOWLEDGE THAT YOU HAVE READ THE ABOVE AGREEMENTS AND UNDERSTAND THEM.

BY DOWNLOADING THE RIBBIT SOFTWARE, YOU CONSENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS LICENSE AND THE TOS.

IF YOU DO NOT AGREE WITH EACH AND EVERY TERM OF THE LICENSE AND THE TOS, DO NOT INSTALL OR USE THE RIBBIT SOFTWARE