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If you want to use the Cellswapper API, in connection with an application that You
(or any third party) will distribute, You will have to register with Cellswapper
through fulfilling the Cellswapper Partner registration form available at Cellswapper�s
Website (the �Registration�). Through Registration You explicitly agree to be bound
by these API Terms as well as any revised or renewed versions thereof, as will be
published on the Cellswapper Website or as may be otherwise notified to You by Cellswapper.
Cellswapper reserves the right, at its sole discretion, to deny Your Registration,
in which event You will be notified via email response within 30 days of receipt
by Cellswapper thereof. Subject to Your Registration and Cellswapper�s acceptance
thereof, You and Cellswapper agree as follows:
1. As an exception to the Agreement,
Cellswapper grants You a limited, non-exclusive, non-assignable, non-transferable
right to use the Cellswapper API in connection with the distribution of Your application
(the �Application�) that that You distribute or intend to distribute and that connects
with Cellswapper Software, under the strict conditions as set forth in these API
Terms and the Agreement, and during the term of the API Terms.
2. You may use the
Cellswapper API only for a legitimate purpose and provided that:
2.1 The use of
the Application shall in no way and to no extent adversely affect the functionality
or performance of Cellswapper Software or services provided by Cellswapper. In particular,
you will ensure that the Application: (i) does not adversely impact the call quality
of using Cellswapper Software; (ii) does not adversely impact the stability of Cellswapper;
(iii) does not adversely impact the behavior of other applications using the Cellswapper
API; (iv) does not attempt to install spyware or malware on the client computer;
(v) does not attempt to redistribute information about the use of Cellswapper Software
or Cellswapper services without express permission of the user; (vi) correctly identifies
itself to Cellswapper when requesting authorisation.
2.2 You will not remove, overtake,
hide or otherwise make the UI inaccessible for users of Your Application.
2.3 You
will not knowingly harm, misuse or bring into disrepute the Cellswapper Software
but, on the contrary, will maintain the value and reputation thereof to the best
of Your abilities.
3. Further, You hereby specifically acknowledge that Your rights
to use Cellswapper API are strictly subject to Your compliance with the following
instructions related to promotion, marketing and design of Your Application. You
acknowledge that The Application must prominently display the following statement
in the help text or about text, in the Acknowledgements in the documentation associated
with Your Application and the packaging and other promotional material: �This product
uses the Cellswapper API but is not endorsed or certified by Cellswapper� The foregoing
will not apply provided the Application has been certified according to Cellswapper�s
Certification Program.
4. Nothing in the API Terms will give you any right to use
the Cellswapper Promotional Materials, including without limitation the Cellswapper
trademarks and logos, or make other references to Cellswapper or Cellswapper�s products
or services than those explicitly stated in Section 3 above. Unauthorized references
or use of Cellswapper Promotional Materials shall be considered as material breach
of these API Terms and shall result to immediate termination thereof, as well as
the Agreement and any other agreements You may have entered into with Cellswapper.
Such termination shall be without limitation to Cellswapper�s right to claim damages,
seek for injunctive or other equitable relief and obtain other remedies from You.
5. You will constantly monitor the Cellswapper Website in order to ensure that You
are using the latest stable version of the Cellswapper API as well as that You are
aware of any changes in the API Terms, the Agreement or any other applicable legal
documents. In the event You cannot agree on any changes in any applicable legal
document, You will immediately cease any and all use of the Cellswapper API and,
where applicable, any and all use of the Cellswapper Software.
6. You represent
and warrant that You are authorized to agree to and meet with the terms and conditions
of the API Terms and the Agreement. You acknowledge and agree that the Agreement
will apply to the API Terms, except for the exceptions that are explicitly stated
in the API Terms.
7. You acknowledge and agree that Your use of the Cellswapper
API will be at Your own risk and account. You agree to indemnify, defend and hold
Cellswapper, its Affiliates and staff harmless from and against any and all liability
and costs, including reasonable attorneys� fees incurred by said parties, in connection
with or arising out of (a) Your use of the Cellswapper API or (b) any breach of
violation of the terms and conditions of the API Terms and/or the Agreement.
8.
Cellswapper reserves the right to modify these API Terms at any time, on a general
or individual basis, by publishing the revised API Terms on the Cellswapper Website
or by otherwise notifying You of the revised API Terms. Any eventual modification
of the API Terms that establishes Cellswapper�s right to charge royalties is subject
to a six (6) months prior notice thereof. Your continued use of the Cellswapper
API shall constitute Your acceptance to be bound by the terms and conditions of
the revised API Terms.
9. These API Terms will become effective upon an approved
Registration and will remain effective until terminated by either Cellswapper or You as
set out herein and/or in the Agreement. Cellswapper will not be liable in relation
to any damage caused by the modification or termination of these API Terms and/or
the Agreement.
YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THE CELLSWAPPER API
TERMS AND THE CELLSWAPPER END USER LICENSE AGREEMENT AND UNDERSTAND THE RIGHTS,
OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. THROUGH YOUR REGISTRATION AND
NOTIFICATION OF YOUR INTENTION TO USE THE CELLSWAPPER API, YOU EXPRESSLY CONSENT TO BE
BOUND BY THESE TERMS AND CONDITIONS AND GRANT TO CELLSWAPPER THE RIGHTS SET FORTH
HEREIN. � Cellswapper � Last revised: May 2007
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