Last Updated: 01.05.2015
PLEASE READ THIS AGREEMENT CAREFULLY. BY CLICKING THE UPGRADE OR SIGN UP BUTTON OR BY ACCESSING OR USING THE appOwiz, YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO ALL THE TERMS OF THIS AGREEMENT, YOU MAY NOT ACCESS OR USE THE appOwiz.
This appOwiz Software and Services Agreement (“Agreement”) is entered into by appOwiz, on behalf of itself and its worldwide affiliates, (“appOwiz”) and you (“Developer” or “You”) and governs Your access and use of the appOwiz (defined below). If You are accessing or using the appOwiz on behalf of a company or other legal entity, You represent and warrant that You are an authorized representative of that entity and have the authority to bind such entity to this Agreement, in which case the terms “Developer” and “You” shall refer to such entity. You and appOwiz hereby agree as follows:
In addition to terms defined elsewhere in this Agreement, the terms set forth immediately below have the following meanings.
“Application” means any mobile application of Developer into which the appOwiz SDK or any other SDK may be integrated.
“Developer Data” means (i) the identity of the individual or entity, if any, who invited Developer to use the appOwiz; (ii) the names of Developer’s non-publicly available Applications; and (iii) a unique installation identifier for each installation of each Application within which Developer has integrated any SDK of appOwiz.
“Documentation” means the documentation, instructions, user guides, and other documents made available by appOwiz that relate to the Services and Software.
“appOwiz SDK” means the underlying, base software development SDK for appOwiz made available by appOwiz, including any updates or modifications thereto, that Developer installs in order to integrate SDK within an Application.
“SDK” means any software development kit, made available for download via appOwiz via the Services, including any updates or modifications thereto, that Developer must install in the designated development environment in order for Developer to integrate the appOwiz SDK or any other SDK within an Application.
“Services” means the Site and any hosted software services made available via the Site, including without limitation any dashboards, reporting tools, or other services, or any Plugin.
“Site” means all websites and webpages hosted at the appOwiz domain.
“Software” means the appOwiz SDK and / or Platform to be used on SaaS basis.
“Term” means the term of this Agreement, which commences on the date upon which Developer enters into this Agreement and continues until terminated by Developer or appOwiz.
“appOwiz” means the Services, Software, and Documentation.
“Usage Data” means all information, data and other content, not including any Developer Data, accessed by appOwiz via Developer’s access and use of the appOwiz, including without limitation Developer’s IP address, web request headers, including without limitation browser type, user agent, and referral page, pages visited on the Site, cookie information from Developer’s usage of the Site, including without limitation Google Analytics data, and other information relating to Developer’s usage of the Services.
- Licenses; Access Rights; Restrictions
- License Grant. Subject to Developer’s compliance with the terms and conditions of this Agreement (as a condition to the grants below), appOwiz grants Developer, and Developer accepts, a personal, nonexclusive, non-transferable, non-sub-licensable, and revocable license, during the Term, to: (a) reproduce, install and use appOwiz SDK and other SDKs to such environment; (b) reproduce, install and use the appOwiz SDK solely for the purpose of enabling the integration of one or more Application; (c) incorporate the appOwiz SDK into any Application and distribute (in object form only) the appOwiz SDK solely as incorporated within such Application; (d) download and/or print a reasonable number of copies of any reports or results made available via the Services (“Reports”) for internal use by Developer only; and (e) make and use a reasonable number of copies of any Documentation solely to facilitate the exercise any of the licenses or rights granted to Developer under this Agreement.
- Access to Services. During the Term, and subject to the terms and conditions of this Agreement, appOwiz will use commercially reasonable efforts to provide Developer with access to the Services. Developer will cooperate with appOwiz, as requested, to facilitate the initiation of Developer’s access and use of the Services. Developer will identify a user name and password that will be used by Developer to access and use Developer’s account on the Services. Developer will be responsible and liable for the acts or omissions of any person who accesses the Services via such account. Developer will (a) provide accurate, current, and complete information when setting up such account; (b) maintain and promptly update any account information; (c) maintain the security of any password and accept all risks of unauthorized access to its account; and (d) promptly notify appOwiz if it discovers or otherwise suspects any security breaches related to such account.
- Restrictions. Developer shall not directly or indirectly: (a) modify or create any derivative works of any Reports or any component of any appOwiz SDK; (b) work around any technical limitations in any appOwiz SDK or use any appOwiz SDK in an attempt to, or in conjunction with any device, program, or service designed to, circumvent technical measures employed to control access to, or the rights in, a content, file, or other work; (c) reverse engineer, decompile, decipher, translate, disassemble, or otherwise attempt to access source code of any appOwiz SDK (except as and only to the extent that the foregoing restriction is prohibited by applicable law); (d) publish, rent, lease, lend, sell, sublicense, distribute (except as permitted in Sections 2.1(c)), transfer, disclose, or otherwise make any appOwiz or Reports available to any third party; (e) remove or alter any proprietary notices or labels on or in any appOwiz or Reports; (f) use any appOwiz SDK in connection with the development or transmission of any virus or malicious code; (g) use any appOwiz or Reports to infringe the rights of appOwiz or any third party, or in any way that does not comply with all applicable laws; or (h) use any appOwiz SDK (including to create any Application) in any way that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of appOwiz or any third party, including any mobile communications carrier.
Developer acknowledges that appOwiz may update or modify any component of the appOwiz SDK at any time and in its sole discretion without prior notice to Developer. Developer acknowledges that future versions of the appOwiz SDK may be incompatible with Applications developed using previous versions of the appOwiz SDK, which may adversely affect the manner in which Developer accesses or communicates with the appOwiz SDK. appOwiz may provision any updates to any Software automatically or it may prompt Developer to install such updates. If appOwiz prompts Developer to install an updated version of any Software (“Updated Version”), the license granted under Section 2.1 of this Agreement (“License”) with respect to any previous version of such Software will be revoked upon release of such Updated Version and Developer will immediately discontinue all use of, and delete, such previous version; provided, however, that, the License to such previous version of the appOwiz SDK shall not be immediately revoked if such previous version of the appOwiz SDK has been incorporated within an Application that Developer (a) has publicly distributed via an app store as of the date on which appOwiz released the Updated Version (“Release Date”), (b) has already submitted to an app store for distribution approval as of the Release Date, or (c) submits to an app store for distribution approval within fourteen (14) days of the Release Date. Notwithstanding the foregoing, appOwiz reserves the right, at any time, to revoke the License to any previous version of the appOwiz SDK, regardless of the foregoing conditions, in which case Developer shall immediately discontinue all use of, and delete, such previous version of the appOwiz SDK.
- SDK Terms
Additional terms and conditions may apply to Developer’s access and use of any SDK made available via any Plugin. Developer will comply with any terms applicable to any SDK that Developer installs, accesses, or uses. Certain SDKs may be made available by third parties. appOwiz provides such third-party SDKs as a convenience only and does not endorse any such third-party SDKs. Developer acknowledges and agrees that (i) such third-party SDKs are not under the control of appOwiz and appOwiz is not responsible for such third-party SDKs, and (ii) appOwiz does not warrant and will not have any liability or responsibility for such third-party SDKs.
Developer is fully responsible for any Application, including for maintaining the security of any Application. Developer will use industry standard security measures to prevent unauthorized access or use of any of the features and functionality of any Application, including access by viruses, worms, or any other harmful code or material. Developer will immediately notify appOwiz if Developer knows of or suspects any breach of security or potential vulnerability of any Application that may damage, interfere with, or otherwise impact any appOwiz or any information, content, or material accessible via any appOwiz. Developer will promptly remedy such breach or potential vulnerability.
Developer shall comply with (a) all applicable laws, rules, and regulations, (b) all instructions and requirements set forth in any applicable Documentation, and (c) any applicable third-party terms, including any third-party terms applicable to any SDK, any development environment used by Developer, and Developer’s development and distribution of its Application via any relevant mobile operating system platform. Developer will not, directly or indirectly, export or re-export, or knowingly permit the export or re-export of, any Software or technical information obtained under this Agreement, including without limitation any Documentation (y) without compliance with any laws applicable to the export or re-export of, any Software or technical information obtained under this Agreement, or (z) to any country to which the Export Administration Regulations, any act thereunder, or any similar State law or regulation, prohibits the export or re-export of such software and/or technical information.
- Developer Feedback
From time to time, appOwiz may solicit from Developer or Developer may provide, in its sole discretion, suggestions for changes, modifications, or improvements or any other feedback related to any appOwiz or appOwiz (collectively, “Developer Feedback”). All Developer Feedback shall be solely owned by appOwiz (including all intellectual property rights therein and thereto) and shall also be deemed appOwiz’s Confidential Information. Developer hereby assigns all of its right, title, and interest in and to any Developer Feedback to appOwiz and acknowledges that appOwiz has the unrestricted right to use and exploit such Developer Feedback in any manner, without attribution, and without any obligations or compensation to Developer.
- Developer Data
- Developer hereby grants appOwiz a worldwide, nonexclusive, and royalty-free right and license to access, copy, distribute, process, and use Developer Data solely for the purpose of (a) providing any appOwiz SDK to Developer; (b) creating aggregate measures of any appOwiz SDK usage, engagement, and performance; and (c) improving any component of the appOwiz SDK generally or any other service of appOwiz, including, without limitation, by reusing all general knowledge, experience, know-how, works and technologies (including ideas, concepts, processes, and techniques) acquired during provision of any appOwiz SDK.
- Developer acknowledges and agrees that appOwiz will not assume any responsibility or liability for, or undertake to verify, the legality, accuracy or completeness of any Developer Data. appOwiz shall have no obligation to store, delete, or return any Developer Data. Developer represents and warrants that it owns all right, title, and interest, or possesses sufficient license rights, in and to the Developer Data as may be necessary to grant the rights and licenses under this section. Developer bears all responsibility and liability for the legality, accuracy, and completeness of the Developer Data and appOwiz’s access, possession, distribution, and use thereof, as permitted herein.
- appOwiz shall not disclose Developer Data to any third party; provided, however, that appOwiz shall have the right to disclose any such information (i) if appOwiz believes that such disclosure is reasonably necessary to comply with any applicable law, regulation, legal process, or governmental request, (ii) to any third-party service provider that performs services on behalf of appOwiz subject to confidentiality obligations consistent with this Agreement, or (iii) if it is or becomes available to the public without breach of this Agreement by appOwiz.
- Developer Systems
Developer is solely responsible for providing all modems, servers, devices, storage, software, databases, network, and communications equipment, and ancillary services needed to connect to, access, or otherwise use the appOwiz (collectively, “Developer Systems”). Developer shall ensure that Developer Systems are compatible with any appOwiz and comply with all configurations and specifications described in the applicable Documentation.
- Suspension; Discontinuance
appOwiz reserves the right to discontinue or suspend (permanently or temporarily) the appOwiz SDK or any features or portions thereof without prior notice. appOwiz will not be liable for any suspension or discontinuance of any appOwiz SDK or any part thereof.
(a) “Confidential Information” means any information disclosed by appOwiz to Developer that is marked or otherwise identified as “confidential” or “proprietary,” or by its nature or the circumstances of disclosure should reasonably be understood to be confidential. In particular, Confidential Information shall include the appOwiz, Reports, and all related information. Developer may use the Confidential Information only as necessary in fulfilling its obligations or exercising its rights under this Agreement. Developer may not disclose any Confidential Information to any third party without appOwiz’s prior written consent. Developer will protect Confidential Information from unauthorized use, access, and disclosure in the same manner that it protects its own confidential and proprietary information of a similar nature, but in no event with less than a reasonable degree of care. Promptly upon appOwiz’s request at any time, Developer shall return all tangible Confidential Information, and/or permanently erase all Confidential Information from any storage media and destroy all information, records, copies, summaries, analyses, and materials developed therefrom.
(b) Limitations. The foregoing obligations shall not apply to any information that Developer can demonstrate is (i) already known by it without restriction, (ii) rightfully furnished to it without restriction by a third party not in breach of any obligation of this Agreement or any other applicable confidentiality obligation or agreement, (iii) generally available to the public without breach of this Agreement or wrongdoing by any party, or (iv) independently developed by it without reference to or use of any information deemed confidential under this section and without any violation of any obligation of this Agreement. Developer shall be responsible for any breach of confidentiality by its employees, contractors, and agents, as applicable. Nothing herein shall prevent Developer from disclosing any Confidential Information as necessary pursuant.