SDK License
8x8
Software Development Kit License Agreement
Updated:
August 7, 2020; Effective from August 7, 2020
THESE TERMS SHOULD BE READ CAREFULLY, AS THEY
AFFECT THE PARTIES‘ LEGAL RIGHTS BY, AMONG OTHER
THINGS, LIMITING 8×8’S LIABILITY AND PERMITING 8×8 TO CHANGE THESE TERMS.
This 8x8 Software Development Kit License Agreement
(this "Agreement") governs
the access to and use of any Software Development Kit, including any application
programming interface included, provided by 8x8, Inc. (“8x8”) or any of
its affiliates and subsidiaries (collectively with 8x8, "Company," "we," or "us") to you and, if you are accessing or using the SDK on
behalf of or for the benefit of your employer or other entity, such employer or
other entity (collectively, "you"
or "your"). This is a legally binding contract between
you and 8x8.
BY ACCESSING OR USING THE SDK, OR BY OTHERWISE
INDICATING ACCEPTANCE OR AGREEMENT, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND
UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER,
AND AUTHORITY TO ENTER INTO THIS AGREEMENT; (C) IF YOU ARE AGREEING TO BE BOUND
BY THE AGREEMENT ON BEHALF OF YOUR EMPLOYER OR OTHER ENTITY, YOU REPRESENT AND
WARRANT THAT YOU HAVE FULL LEGAL AUTHORITY TO BIND YOUR EMPLOYER OR SUCH ENTITY
TO THE AGREEMENT; AND (D) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY
BOUND BY ITS TERMS. IF YOU DO NOT ACCEPT THESE TERMS OR DO NOT HAVE THE
REQUISITE AUTHORITY, YOU MAY NOT ACCESS OR USE THE SDK.
This Agreement does not govern use of the
Company Offerings. See the Service
Agreement, or terms and conditions, applicable to such Company Offerings.
(b)
"API Key" means the security key
Company makes available for you to access the API.
(d)
"Company Websites" means the Company
websites, including but not limited to those located at www.8x8.com
and developer.8x8.com.
(e)
"Documentation" means the associated
manuals and technical documentation described at the Company Websites or
otherwise made available to you by us from time to time in any format, including
print or electronic.
(f)
“Sample
Code” means software code that the Company has included for You to
incorporate into Your Application.
(g)
“Software
Development Kit” and “SDK” means the software development kit and
associated Sample Code, Tools, APIs, media, Documentation, updates and related
support (if any is offered), including but not limited to, header files,
libraries, simulators and software, whether source code or object code.
(h)
“Tools”
refer to programs and utilities that may be included for You to test or compile
Your Applications.
(i)
"Your Applications" means any applications developed by
you that use or incorporate the SDK, in whole or in part.
2.
License
Grant. Subject to and
conditioned on your compliance with all terms and conditions set forth in this
Agreement, we hereby grant you a limited, revocable, non-exclusive,
non-transferable, non-sublicensable license during the term of the Agreement to
use the SDK solely for your internal business purposes of developing Your
Applications that will communicate and interoperate with the Company Offerings and
enabling you and/or your end users to access or use the Company Offerings
through Your Application. If the SDK
includes any Sample Code, libraries, or other materials that the Company makes
available specifically for incorporation in Your Applications (as indicated by
the applicable Documentation), you may incorporate those materials in Your
Application and reproduce and distribute those SDK materials as incorporated in
Your Application solely in object code form.
Under this Agreement, you may modify or merge all or portions of the
Sample Code (if any is provided) to the extent necessary to incorporate into Your
Application. Any modified or merged portion of the Sample Code is subject to this
Agreement. You are required to include 8x8’s copyright notices on Your Application.
You may not use Company’s name, logo or trademarks to market Your Application, unless
expressly agreed to in writing in advance by the Company. You acknowledge that there are no implied
licenses granted under this Agreement, and no licenses or immunities granted to
the combination of the SDK with any other software. We reserve all rights that
are not expressly granted. You may not use the SDK for any other purpose without
our prior written consent. Use, reproduction and distribution of
components of the SDK licensed under an open source software license (if so
included) are governed solely by the terms of that open source software license
and not this Agreement. You may use the SDK only in connection with the Company
Offerings for which they are made available, unless the Documentation for the
applicable SDK authorizes broader use.
3.
Use Restrictions. The
licenses granted in Section 2 (License Grant) are conditioned upon your compliance
with the following limitations. Except as expressly authorized under this Agreement,
you may not:
(a)
copy,
modify, or create derivative works of the SDK, in whole or in part;
(d)
remove
any proprietary notices from the SDK;
(h)
use
the SDK to replicate or attempt to replace the user experience of any Company
Offering;
(i)
use
the SDK to develop applications for other platforms or to develop another SDK;
(j)
attempt
to cloak or conceal your identity or the identity of Your Applications when
requesting authorization to use the SDK;
(k)
use
the SDK with any software or other materials that are subject to licenses or
restrictions (e.g. Viral Open Source Licenses) that, when combined with the
SDK, could require You or the Company to disclose, license, distribute, or otherwise
make all or any part of the SDK available to anyone else. "Viral Open Source Licenses"
shall mean software licenses such as the GNU General Public License, the GNU
Lesser General Public License, or any other license terms that could require,
or condition your use, modification, or distribution of such software on, the disclosure,
distribution, or licensing of any other software in source code form, for the
purpose of making derivative works, or at no charge; or
(l)
apply
to patent any invention which is derived from or based on the SDK or the interconnection
or interoperability between Your Application and the SDK and/or the Company
Offerings. In the event of a breach of subsection
(l) hereof, you hereby grant to Company a nonexclusive, worldwide, royalty-free,
perpetual, irrevocable, sublicensable, assignable right and license to fully
exercise all resulting patent rights and to allow others to do so.
You will comply with all terms and conditions
of this Agreement, all applicable laws, rules, and regulations, and all
guidelines, standards, and requirements that may be posted on the Company Websites
from time to time. In addition, you will not use the SDK in connection with or
to promote any products, services, or materials that constitute, promote, or are
used primarily for the purpose of dealing in spyware, adware, or other malicious
programs or code, counterfeit goods, items subject to U.S. embargo, unsolicited
mass distribution of email ("spam"), multi-level marketing proposals,
hate materials, hacking, surveillance, interception, or descrambling equipment,
libelous, defamatory, obscene, pornographic, abusive, or otherwise offensive
content, stolen products, and items used for theft, hazardous materials, or any
illegal activities.
4.
APIs. If an API is provided
or documented, your use of the API may be subject to additional terms and conditions
and the Company may require you to obtain an API Key prior to accessing or using
such API. You must obtain such API Key
through the registration process available at the applicable Company Websites
to use and access the API. You (a) may not share your API Key with any third
party, (b) must keep your API Key and all log-in information secure, and (c) must
use the API Key as your sole means of accessing the API. Your API Key may be
revoked at any time by us in our sole and absolute discretion.
5.
Your Applications.
You agree to monitor the use of Your Applications for any activity that
violates applicable laws, rules, and regulations or any terms and conditions of
this Agreement, including any fraudulent, inappropriate, or potentially harmful
behavior, and promptly restrict any offending users of Your Applications from
further use of Your Applications. You agree to provide a resource for users of
Your Applications to report abuse of Your Applications. As between you and us,
you are responsible for all acts and omissions of your end users in connection
with Your Application and their use of the SDK, if any. You agree that you are
solely responsible for posting any privacy notices and obtaining any consents
from your end users required under applicable laws, rules, and regulations for
their use of Your Applications.
6.
No Support; Updates. This
Agreement does not entitle you to any support for the SDK. You acknowledge that
we may update or modify the SDK from time to time and at our sole discretion
(in each instance, an "Update"),
and may require you to obtain and use the most recent version of the SDK.
Updates may adversely affect how Your Applications communicate with the Company
Offering and/or API. You are required to make any changes to Your Applications
that are required for integration as a result of such Update at your sole cost
and expense. Your continued use of the SDK following an Update constitutes
binding acceptance of the Update.
7.
No Fees. You acknowledge and
agree that no license fees or other payments will be due under this Agreement
in exchange for the rights granted under this Agreement. You acknowledge and
agree that this fee arrangement is made in consideration of the mutual
covenants set forth in this agreement, including, without limitation, the
disclaimers, exclusions, and limitations of liability set forth herein.
Notwithstanding the foregoing, we reserve the right to start charging for
access to and use of the SDK at any time.
8.
Collection and Use of Your Information.
We may collect certain information through the SDK or the Company Offering
about you or any of your end users, employees, contractors, or agents, including
but not limited to use or installation of the SDK, versions downloaded,
debugging data and other usage information (collectively “Usage Information”). By
accessing, using, and providing information to or through the SDK or the
Company Offering, you consent to all actions taken by us with respect to your
information in compliance with the then-current version of our privacy policy
and data protection requirements, available at the Company Websites, and you
shall not block Company’s collection of such Usage Information.
9.
Intellectual Property Ownership; Feedback.
You acknowledge that, as between you and us, (a) we and/or our licensors own
all right, title, and interest, including all Intellectual Property Rights, in
and to the SDK and the Company Offering and (b) you own all right, title, and
interest, including all Intellectual Property Rights, in and to Your
Applications, excluding the aforementioned rights in Section 9(a). "Intellectual
Property Rights" means any and all rights under patent law, copyright
law, trade secret law, trademark law, and any and all other proprietary rights.
You will use commercially reasonable efforts to safeguard the SDK (including all
copies thereof) from infringement, misappropriation, theft, misuse, or
unauthorized access. You will promptly notify us if you become aware of any
infringement of any Intellectual Property Rights in the SDK and will fully
cooperate with us, in any legal action taken by us to enforce our Intellectual Property
Rights. If you or any of your employees, contractors, and agents sends or
transmits any communications or materials to us suggesting or recommending
changes to the SDK or the Company Offering, including without limitation, new features
or functionality relating thereto, or any comments, questions, suggestions, or
the like ("Feedback"), all
such Feedback is and will be treated as non-confidential. You hereby assign to
us on your behalf, and on behalf of your employees, contractors, and agents,
all right, title, and interest in, and we are free to use, without any
attribution or compensation to you or any third party, any ideas, know-how,
concepts, techniques, or other Intellectual Property Rights contained in the
Feedback, for any purpose whatsoever, although we are not required to use any
Feedback.
10.
Disclaimer of Warranties.
THE SDK AND ANY INFORMATION PROVIDED THROUGH ANY APIS ARE PROVIDED "AS
IS" AND COMPANY SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS,
IMPLIED, STATUTORY, OR OTHERWISE. COMPANY SPECIFICALLY DISCLAIMS ALL IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND
NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR
TRADE PRACTICE. COMPANY MAKES NO WARRANTY OF ANY KIND THAT THE SDK AND ANY
INFORMATION PROVIDED THROUGH ANY APIS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF,
WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT
INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF
YOUR OR ANY THIRD PARTY'S SOFTWARE, SYSTEM OR OTHER SERVICES, OR BE SECURE,
ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR
DEFECTS CAN OR WILL BE CORRECTED.
11.
Indemnification. You
agree to indemnify, defend, and hold harmless Company and its officers,
directors, employees, agents, affiliates, successors, and assigns from and against
any and all losses, damages, liabilities, deficiencies, claims, actions,
judgments, settlements, interest, awards, penalties, fines, costs, or expenses
of whatever kind, including reasonable attorneys' fees, arising from or
relating to (a) your use or misuse of the SDK, (b) your breach of this
Agreement, and (c) Your Applications, including any end user's use thereof. In
the event we seek indemnification or defense from you under this provision, we
will promptly notify you in writing of the claim(s) brought against us for
which we seek indemnification or defense. We reserve the right, at our option
and in our sole discretion, to assume full control of the defense of claims
with legal counsel of our choice. You may not enter into any third-party agreement
that would, in any manner whatsoever, constitute an admission of fault by us or
bind us in any manner, without our prior written consent. In the event we
assume control of the defense of such claim, we will not settle any such claim
requiring payment from you without your prior written approval.
12.
Limitations of Liability.
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL WE BE
LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE,
STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR (a) ANY LOST PROFITS,
LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF
BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF
ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE SDK OR ANY INFORMATION PROVIDED
THROUGH ANY APIS; OR (b) ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF FIFTY
DOLLARS EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES
AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR COMPANY WAS ADVISED OF
THE POSSIBILITY OF SUCH DAMAGES. ANY CLAIM YOU MAY HAVE ARISING OUT OF OR
RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE YEAR AFTER THE OCCURRENCE
OF THE EVENT GIVING RISE TO SUCH CLAIM.
13.
Term and Termination.
The term of this Agreement commences when you access the SDK and will continue
in effect until terminated as set forth in this Section 13 (Term and Termination).
We may immediately terminate or suspend this Agreement, any rights granted
herein, and/or your licenses under this Agreement, in our sole discretion at any
time and for any reason, by providing notice to you or revoking access to the SDK.
In addition, this Agreement will terminate immediately and automatically
without any notice if you violate any of the terms and conditions of this Agreement.
You may terminate this Agreement at any time by ceasing your access to and use
of the SDK. Upon termination of this Agreement for any reason all licenses and
rights granted to you under this Agreement will also terminate and you must
cease using, destroy, and permanently erase from all devices and systems you
directly or indirectly control all copies of the SDK. Any terms that by their
nature are intended to continue beyond the termination or expiration of this
Agreement will survive termination. Termination will not limit any of Company's
rights or remedies at law or in equity.
14.
Confidentiality. During the term of this Agreement and for a
period of at least three (3) years thereafter, you shall keep the SDK and all Documentation
and other related information (the “Confidential Information”)
confidential and you agree (a) not to make any disclosure of Confidential
Information to any third party except with the Company’s prior written consent;
(b) not to use Confidential Information except for the purpose expressly contemplated
by this Agreement; and (c) to protect Confidential Information with the same
degree of care as you use to protect your own Confidential Information against
public disclosure, and in any event no less than reasonable care. The
obligations set forth in Section 14 shall not apply to any Confidential
Information (i) that the Company releases to the general public or that
otherwise enters the public domain through no fault of yours or (ii) that is
required to be disclosed pursuant to a subpoena, court order or other lawful
process.
15.
Equitable Relief. You acknowledge that your breach of this
Agreement may cause the Company irreparable harm, for which an award of damages
would not be adequate compensation and, in the event of such a breach or
threatened breach, the Company will be entitled to equitable relief, including
in the form of a restraining order, orders for preliminary or permanent
injunction, specific performance, and any other relief that may be available
from any court, and you hereby waive any requirement for the securing or
posting of any bond or the showing of actual monetary damages in connection
with such relief. These remedies are not exclusive but are in addition to all
other remedies available under this Agreement at law or in equity, subject to
any express exclusions or limitations in this Agreement to the contrary.
16.
Export Regulation. The SDK
may be subject to US export control laws, including the Export Control Reform
Act and its associated regulations. You will not, directly or indirectly, export,
re-export, or release the SDK to, or make the SDK accessible from, any
jurisdiction or country to which export, re-export, or release is prohibited by
law, rule, or regulation. You will comply with all applicable federal laws,
regulations, and rules, and complete all required undertakings (including
obtaining any necessary export license or other governmental approval), prior
to exporting, re-exporting, releasing, or otherwise making the SDK available
outside the US.
You may not receive, access, or use the SDK and may not accept the Agreement if
you are a person barred from receiving, accessing, or using the SDK under the
laws of the United States or other countries, including the country in which
you are resident or from which you receive, access, or use the SDK.
17.
Modifications. You
acknowledge and agree that we have the right, in our sole discretion, to modify
this Agreement from time to time. You will be notified of modifications through
notifications or posts on the Company Websites. You will be responsible for
reviewing and becoming familiar with any such modifications.
18.
Governing Law and Jurisdiction.
The Agreement shall be governed by and construed in accordance with the laws of
the State of California, without regard to its choice or conflicts of law
rules. The parties agree to submit to the exclusive jurisdiction of the state
and federal courts within Santa Clara County, California, and waive any objection
as to venue or inconvenient forum in such courts.
19.
Miscellaneous. This
Agreement constitutes the entire agreement and understanding between the
parties hereto with respect to the subject matter hereof and supersedes all
prior and contemporaneous understandings, agreements, representations, and
warranties, both written and oral, with respect to such subject matter. Any
notices to us relating to the subject matter of this Agreement must be sent to [email protected].
Notwithstanding the foregoing, you hereby consent to receiving electronic
communications from us. These electronic communications may include notices about
applicable fees and charges, transactional information, and other information
concerning or related to the SDK. You agree that any notices, agreements,
disclosures, or other communications that we send to you electronically will
satisfy any legal communication requirements, including that such communications
be in writing. The invalidity, illegality, or unenforceability of any provision
herein does not affect any other provision herein or the validity, legality, or
enforceability of such provision in any other jurisdiction. Any failure to act
by us with respect to a breach of this Agreement by you or others does not constitute
a waiver and will not limit our rights with respect to such breach or any
subsequent breaches. This Agreement is personal to you and may not be assigned
or transferred for any reason whatsoever without our prior written consent and any
action or conduct in violation of the foregoing will be void and without
effect. We expressly reserve the right to assign this Agreement and to delegate
any of its obligations hereunder.