Effective date: September 8th, 2020
License Grant. Subject to full compliance with the terms of this Agreement, and the California Forest Observatory Terms, Salo Sciences (“we,” “us” “our” or “Salo”) hereby grants you a limited, personal, non-sublicensable, non-transferable, nonexclusive license to use our California Forest Observatory application programming interface and related information and documentation we may provide (collectively, the “API”) for the sole purpose of communicating with the California Forest Observatory (the “Service”) as permitted by the API and to access the Content in accordance with the Terms, and for other purposes authorized by us in writing. All rights and restrictions to Content accessed via the API are governed by the Terms.
Restrictions; Ownership. You will not (and will not authorize or encourage any third party to), directly or indirectly: (i) rent, lease, loan, sell, sublicense, assign, or otherwise transfer any rights in or to the API; (ii) clone the API, or use the API to build an application programming interface, application or product which violates the Terms including, but not limited to, the prohibition on “commercial use”; (iii) remove any proprietary notices from the API (or any portion thereof); (v) decompile, reverse engineer, disassemble, or derive the source code, underlying ideas, concepts or algorithms of the API (except as and only to the extent the foregoing restrictions are expressly prohibited by applicable statutory law); or (vi) modify or create derivative works of the API. Salo will own all right, title, and interest (and all related moral rights and intellectual property rights) in and to the API, including any copies and derivative works thereof. No rights or licenses are granted except as expressly and unambiguously set forth herein.
Confidentiality. You agree not to disclose (or allow access to) the API (or any information derived therefrom) to any third party and will limit access to the API (and any derived information) to your employees who are developing the App(s) or accessing the Content pursuant to the Terms. In support of this obligation, you will apply at least the same security that you use to protect your own most confidential information.
API Updates. If Salo provides you with any upgrades, patches, enhancements, or fixes for the API, then all items that are so provided will become part of the API, respectively, and subject to this Agreement. Notwithstanding the foregoing, Salo will have no obligation under this Agreement to provide any such upgrades, patches, enhancements, fixes or any other support for the API.
WARRANTY DISCLAIMER. SALO PROVIDES THE API “AS IS” AND WITHOUT WARRANTY OF ANY KIND, AND HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY, AND NON-INFRINGEMENT.
LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, INCLUDING, BUT NOT LIMITED TO, TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE, will SALO OR ITS LICENSORS, SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, OR DAMAGES RESULTING FROM LICENSEE’S USE OF THE API. SALO’S LIABILITY FOR DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF THIS AGREEMENT will BE LIMITED TO $100. THE FOREGOING WILL NOT APPLY TO DAMAGES FOR BODILY INJURY THAT, UNDER APPLICABLE LAW, CANNOT BE SO LIMITED. THE FOREGOING LIMITATIONS SHALL APPLY EVEN IF YOU HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU.
Miscellaneous. This Agreement, along with the Terms, if applicable, represents the complete agreement concerning the subject matter hereof between the parties and supersedes all prior agreements and representations between them. In the event of any conflict between the Terms and this Agreement, this Agreement will control. Except as otherwise set forth in the Terms, this Agreement may be amended only by a writing executed by both parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision will be reformed only to the extent necessary to make it enforceable. The failure of Salo to act with respect to a breach of this Agreement by Licensee or others does not constitute a waiver and will not limit Salo’s rights with respect to such breach or any subsequent breaches. This Agreement is personal to Licensee and may not be assigned or transferred for any reason whatsoever without Salo’s consent and any action or conduct in violation of the foregoing will be void and without effect. Salo expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder. This Agreement will be governed by and construed under California law as such law applies to agreements between California residents entered into and to be performed within California. The sole and exclusive jurisdiction and venue for actions arising under this Agreement will be the State and Federal courts in San Francisco, California; Licensee hereby agrees to service of process in accordance with the rules of such courts. The party prevailing in any dispute under this Agreement will be entitled to its costs and legal fees.
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