Thank you for your interest in TokBox, Inc. ("TokBox"), and its real time communication platform and associated services (the "Service"), and related software development kit, consisting of the documentation ("Documentation"), redistributable libraries ("Libraries"), sample code ("Sample Code"), and other materials provided to you directly in the applicable SDK download, and any upgrades, modified versions, additions, and improvements therefor, if any (collectively, the "SDK") designed to enable software developers to build applications on top of the Service.
This Software License Agreement (the "Agreement") governs use of the SDK by you, and/or the entity on whose behalf you are downloading the SDK ("you"). BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SDK, YOU AGREE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THE AGREEMENT. IF YOU DO NOT AGREE, YOU MAY NOT USE THE SDK. Accordingly, you and TokBox acknowledge and agree as follows:
1. LIMITED LICENSE. Subject to your complete and ongoing compliance with all the terms and conditions set forth in this Agreement, including without limitation all license limitations and restrictions set forth herein, TokBox grants you the following limited, non-exclusive, non-transferable, non-sublicensable, revocable licenses to:
a. use, and (where applicable) authorize your employees to use, the Documentation internally solely in connection with developing your own branded applications that interoperate with the Service ("Applications");
b. incorporate unmodified Libraries into your Application, solely for the purpose of enabling interoperability with the Service, solely in accordance with all applicable Documentation and applicable terms, and subject to you obtaining and maintaining an API key from TokBox, to distribute Libraries so incorporated in your compliant Application to end users in executable form (except and solely to the extent that the Libraries are written in a language that is traditionally delivered for runtime interpretation in source code form); and
c. use, modify, and redistribute the Sample Code pursuant to the applicable open source license, as identified in the headers or associated Documentation.
2. RESTRICTIONS. By accessing or using the SDK, you represent, warrant, and covenant that (a) you are a person or business entity engaged in the development of software applications, and (b) in the case of a business entity, you have the full power and authority to bind such entity to the terms of this Agreement. References to "you" herein shall refer to you, and/or the entity on whose behalf you are using the SDK, and all individual users of the SDK on behalf of such entity. You acknowledge that the foregoing license does not include any right to (i) redistribute, sell, lease, license, or modify any portion of the SDK, or (ii) distribute, deploy, or otherwise utilize Applications on a public, production, commercial, or other similar purpose other than internal use for evaluation and the development of non-public, experimental Applications (any other public, production, commercial, or similar use requires a separate agreement with TokBox), or (iii) use or implement any undocumented feature or API, or use any documented feature or API other than in accordance with applicable documentation. You may not reproduce, distribute, publicly display, or publicly perform any part of the SDK, except as provided herein or in the applicable open source license. Except if, and solely to the extent that, such a restriction is not authorized herein, or impermissible under applicable law or applicable Third Party Software (defined below) license terms, you may not (y) decompile, reverse engineer, or otherwise access or attempt to access the source code for the SDK not made available to you in source code form, or make or attempt to make any modification to the SDK; or (z) remove, obscure, interfere with or circumvent any feature of the SDK, including without limitation any copyright or other intellectual property notices, security, or access control mechanism. You may not use the SDK for any purpose other than interoperating with the Service in a manner for which the SDK and Service are expressly designed. If you are prohibited under applicable law from using the SDK, you may not use them, and you will comply with all applicable laws and regulations (including without limitation laws and regulations related to export controls) in connection with your use of the SDK. Without limiting the generality of the foregoing, you represent and warrant that the SDK will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the "Export Laws"). In addition, if the SDK is identified as export controlled items under the Export Laws, you represent and warrant that you are not a citizen, or otherwise located within, an embargoed nation (including without limitation Crimea, Cuba, Iran, North Korea, Sudan, or Syria and that you are not otherwise prohibited under the Export Laws from receiving the SDK. You may not use the SDK for any purpose, or use the SDK in the development of any Application that is for the purpose of lifesaving, emergency response, or otherwise for deployment in any circumstance in which failure would be likely to lead to property damage, environmental damage, personal injury, or death. ANY USE IN VIOLATION OF THE FOREGOING LIMITATIONS AND RESTRICTIONS IS STRICTLY PROHIBITED, AND UNLICENSED.
3. RESERVATION OF RIGHTS. The SDK is owned by TokBox and licensed, not sold, to you. The SDK, content, visual interfaces, interactive features, information, graphics, design, compilation, computer code, products, services, and all other elements of the SDK and related documentation (the "TokBox Materials"), are protected by copyright, trade dress, patent, and trademark laws of the United States and other jurisdictions, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. As between you and TokBox, all TokBox Materials, including intellectual property rights therein and thereto, are the sole and exclusive property of TokBox or its subsidiaries or affiliated companies and/or its third-party licensors. You may not to sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or make any use of the TokBox Materials except as expressly authorized hereunder. TokBox reserves all rights not expressly granted in this Agreement. You do not acquire any right, title or interest to the TokBox Materials, whether by implication, estoppel, or otherwise, except for the limited rights set forth in this Agreement.
4. CONFIDENTIALITY. The SDK (including as embodied in or utilized by any Application) is the confidential and proprietary information of TokBox, and you may not, during the term or thereafter, disclose them to any third party, or to use them for any purpose other than as expressly provided herein, without a separate written agreement with TokBox authorizing you to do so.
5. FEEDBACK. If you provide TokBox with any comments, bug reports, feedback, enhancements, or modifications proposed or suggested by you for the SDK or the Service ("Feedback"), such Feedback is provided on a non-confidential basis (notwithstanding any notice to the contrary you may include in any accompanying communication), and TokBox shall have the right to use such Feedback at its discretion, including, but not limited to the incorporation of such suggested changes into the TokBox Materials, SDK or Service. You hereby grant TokBox a perpetual, irrevocable, transferable, sublicensable, nonexclusive license under all rights necessary to so incorporate and use your Feedback for any purpose, including to make and sell products and services.
6. THIRD PARTY SOFTWARE. The SDK consists of a package of components, including certain third party software ("Third Party Software") that are provided by their authors under separate license terms (the "Third Party Terms"), as described in more detail in the SDK, and online at https://tokbox.com/licenses. Your use of the Third Party Software in conjunction with the SDK in a manner consistent with this Agreement is permitted, however, you may have broader rights under the applicable Third Party Terms and nothing in this Agreement is intended to impose further restrictions on your use of the Third Party Software.
7. TERM AND TERMINATION. This Agreement will remain in effect until terminated. The Agreement, and your rights and licenses hereunder, will terminate immediately upon your breach of the Agreement. You may terminate the Agreement by uninstalling and ceasing all use of the SDK. TokBox may terminate this Agreement at any time for any reason, including without limitation any actual or suspected misuse or abuse by you of the SDK or any violation of this Agreement. Following any termination of this Agreement, you must immediately uninstall and cease use of the SDK, and destroy all copies. Sections 2, 3, 4, 5, 6, 7, 8, 8, 9, 10, and 11 shall survive any termination of this Agreement.
8. WARRANTY DISCLAIMER AND LIMITATION OF LIABILITY. THE SDK AND ALL ASSOCIATED DOCUMENTATION, LIBRARIES, AND SAMPLE CODE ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TOKBOX DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OR CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, QUALITY, RESULTS, AND NON-INFRINGEMENT. TOKBOX EXPRESSLY DISCLAIMS ANY WARRANTIES OF ANY KIND WITH RESPECT TO THE ACCURACY OR FUNCTIONALITY OF THE SDK, AND WITH RESPECT TO THE ACCURACY, VALIDITY, OR COMPLETENESS OF ANY INFORMATION OR FEATURES AVAILABLE THROUGH THE SDK, OR THE QUALITY OR CONSISTENCY OF THE SDK OR RESULTS OBTAINED THROUGH ITS USE. UNDER NO CIRCUMSTANCES WILL TOKBOX BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES WHATSOEVER ARISING OUT OF THE USE OR INABILITY TO USE THE SDK, EVEN IF TOKBOX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. IN NO EVENT WILL TOKBOX'S AGGREGATE LIABILITY FOR DAMAGES ARISING OUT OF THIS AGREEMENT OR THE TERMS EXCEED THE GREATER OF AMOUNTS PAID BY YOU FOR THE SDK, IF ANY, OR $50USD. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH AN EVENT THE ABOVE LIMITATIONS AND EXCLUSIONS WILL BE ENFORCED TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
9. INDEMNITY. You agree to indemnify, defend and hold TokBox and its affiliates, officers, directors, suppliers, licensors, and other customers harmless from and against any and all liability and costs, including reasonable attorneys' fees incurred by such parties, in connection with or arising out of your Applications, your use or misuse of the SDK, or your violation of this Agreement, any applicable law or regulation.
10. GOVERNING LAW; VENUE. Any claim relating to the SDK or Service shall be governed by the laws of California, without regard to conflict of laws provisions. Disputes arising under this shall be resolved in, and subject to the sole and exclusive jurisdiction of the state and federal courts located in the Northern District of California.
11. MISCELLANEOUS. This Agreement is the entire agreement between you and TokBox, and supersedes any and all prior agreements, negotiations, or other communications between you and TokBox, whether oral or written, with respect to the subject matter hereof, and, except as expressly provided herein, cannot be modified except in writing signed by both parties. In the event that any provision of this Agreement is held to be invalid or unenforceable, then: (a) such provision shall be deemed reformed to the extent strictly necessary to render such provision valid and enforceable, or if not capable of such reformation shall be deemed severed from this Agreement; and (b) the validity and enforceability of all of the other provisions hereof, shall in no way be affected or impaired thereby. You may not assign this Agreement without the prior written consent of TokBox, whether expressly or by operation of law, including in connection with a merger or change of control, and any such attempted assignment shall be void and of no effect. TokBox may assign this Agreement without restriction and without any notice to you. Subject to the foregoing, this Agreement shall be binding on the parties and their respective successors and permitted assigns. You acknowledge and understand that if TokBox is unable to provide the SDK as a result of a force majeure event TokBox will not be in breach of this Agreement. A force majeure event means any event beyond the control of TokBox. The failure to exercise, or delay in exercising, a right, power or remedy provided in this Agreement or by law shall not constitute a waiver of that right, power or remedy. TokBox's waiver of any obligation or breach of this Agreement shall not operate as a waiver of any other obligation or subsequent breach of the Agreement. The English language version of this Agreement shall be the official and controlling version, and any translation provided is solely for convenience. The SDK is a "Commercial Item" as that term is defined at 48 C.F.R. 2.101, consisting of "Commercial Computer Software" and "Commercial Computer Software Documentation." If and to the extent the SDK is supplied to or purchased by or on behalf of a United States government entity or an entity licensing the SDK for or on behalf of a United States government entity, the SDK is licensed (a) only as a Commercial Item and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions of this agreement.
Last updated: June 20, 2018