Widgets License Agreement
Active Network, LLC Widgets License Agreement
Note: By using an Active widget, you are entering into a legally binding agreement with Active Network, LLC (“Active”) that includes provisions that (1) allow your use of an Active widget under certain terms and conditions, (2) make it clear that your use of the widget does not create a partnership relationship with Active, (3) make it clear that you cannot directly monetize your use of the Active widget, and (4) allow Active to terminate this Agreement and your use of the widgets at any time. Reference to “Active” also includes all entities that control, are controlled by, or are affiliated or under common control with Active.
If you download or use an Active widget, you agree to be bound by the terms of this Agreement (“Agreement”). If you enter into this Agreement on behalf of a company or other entity, you represent that you have authority to bind the entity and its affiliates to this Agreement, in which case the terms “you” or “your” shall refer to such entity and its affiliates. If you do not have authority, or if you do not agree with the terms of this Agreement, you may not download or use any of our widgets.
We encourage you to carefully read this Agreement. By downloading or using any Active widget, you acknowledge that you have read and understood this Agreement and that you agree to be bound by all of its provisions.
- Widgets and Widget Content. Active widgets are tools that you may place on your website which allow visitors to your website to access and view content on Active websites (the “Widgets”). You agree that these Widgets may display Active logos, search boxes that link to information located on our websites, advertising for Active or advertising for third party products (the “Widget Content”). The Widgets include the Widget Content, as well as all software files or images incorporated in, or generated by, the Widgets, and any and all data and html embedded code that accompanies the Widgets, and any upgrades, enhancements or modifications to such software and code. Active retains all ownership and other rights in the Widgets and the Widget Content, and in the Active logos and trademarks. You acknowledge and agree that Active may use data capture, syndication analysis and other similar tools to track, extract, compile, aggregate and analyze any data or information resulting from use of a Widget. If you object to any of these changes, your sole recourse is to stop using the Widgets and remove the Widgets from your website.
- License. Subject to your compliance with this Agreement, Active hereby grants you a non-exclusive, non-transferable, non-sublicensable, revocable license to use and display the Widgets on a website for which you have proper authorization (“your website”) as permitted by this Agreement. You are not licensed to use the Widgets for any other purpose, and nothing in this Agreement shall be deemed to grant you any right, title or interest in the Widgets.
- Restrictions on Use. Your license is subject to the following restrictions on use: (a) you may not decompile, reverse engineer, disassemble, modify, embed, rent, lease, loan, distribute, or create derivative works or improvements from the Widgets or any portion thereof, or attempt to discover any source code, protocols, or other trade secrets in the Widgets; (b) you may not obtain or attempt to obtain unauthorized access to Active’s network(s); (c) you may not incorporate the Widgets into any hardware or software device that you are not authorized to use or otherwise modify; (d) you may not use, export, or re-export the Widgets in violation of applicable U.S. and Canadian laws or regulations including United States and Canadian Export Control laws; (e) you may not sell, lease, loan, distribute, transfer, or sublicense the Widgets or access thereto or derive income from the use or provision thereof, whether for direct commercial or monetary gain or otherwise, without Active’s prior, express, written permission; (f) you may not use the Widgets to facilitate your sale of access to Active or any information therein without Active’s prior written approval; (g) you may not obscure or disable any element of the Widgets; (h) your web page title and other trademarks and logos must appear at least as prominent as Active's trademarks and logos in the Widgets; (i) you may not display the Widgets in any manner that implies partnership with, affiliation with, sponsorship, or endorsement by Active; (j) you may not display the Widgets on any site that disparages Active or its products or services, infringes any Active intellectual property or other rights, or violates any applicable law; (k) you may not place the Widgets on sites that include content that is offensive, abusive, harassing, threatening, discriminatory, vulgar, pornographic, or otherwise inappropriate as determined by Active in its sole discretion; (l) you may not use the Widgets in any unlawful manner, for any unlawful purpose, or in any manner inconsistent with this Agreement; and (m) you may not use the Widgets for any enterprise, commercial, personal, or other purposes for which the Widgets were not designed. Subject to the express parameters of the limited license granted to you above, the Widgets and the Widget Content may not be copied, modified, deleted, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without obtaining the express prior written permission of Active in each instance. Without the express written consent of Active, the Widgets may not be embedded by you or third parties within other widgets or gadgets or software modules, including, but not limited to, those gadgets offered through iGoogle, Yahoo Widgets, Spring Widgets, Widgetbox, or any other third party. You acknowledge and agree that Active may crawl or otherwise monitor your site for the purpose of confirming compliance with this Agreement.
- Link to Content Pages. You may not display the Widgets in a manner that does not permit successful linking to, redirection to or delivery of the applicable Widget Content. You may not insert any intermediate page, splash page or other content between the Widgets and the applicable Widget Content. The code provided on Active websites for embedding widgets provides such links and must be used in its entirety and the link code may not be stripped out upon embedding.
- Equipment and Support Updates. You shall be responsible for obtaining and maintaining all computer software and hardware and other equipment needed for access to and use of the Widgets and services, and all fees and charges related thereto. Active may not offer any technical or maintenance service or support for the Widgets. Active may offer upgrades or updates to the Widgets at its sole discretion. Notwithstanding the foregoing, nothing in this Agreement will be construed as an obligation for Active to install, maintain or support the Widgets or to provide you with upgrades, updates or plug-ins to the Widgets. Active may change, suspend, or discontinue any aspect of the Widgets at any time without notice to you. Active may impose limits on certain features and services or restrict your access to parts or all of the Widgets, related content and services without notice or liability.
- Viruses. We assume no responsibility, and shall not be liable, for any damages to, or viruses that may infect your computer software, equipment or other property as a result of your access to or use of the Widget, or your downloading of any materials, data, text, images, video, or audio from any Active websites.
- No Warranty. THE WIDGETS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. ACTIVE DISCLAIMS ANY WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, THAT MAY BE EXPRESSED OR IMPLIED BY LAW REGARDING ANY WIDGET, INCLUDING WARRANTIES OF ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. ACTIVE FURTHER DISCLAIMS ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AVAILABILITY AND PERFORMANCE OF THE WIDGETS. YOU UNDERSTAND AND AGREE THAT YOU USE THE WIDGETS AT YOUR OWN DISCRETION AND RISK, AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO ANY COMPUTER SYSTEM OR ANY LOSS OF DATA THAT RESULTS FROM THE USE OF THE WIDGETS.
- Limitation of Liability. THE WIDGETS ARE BEING PROVIDED FREE OF CHARGE. ACCORDINGLY, YOU AGREE THAT ACTIVE SHALL HAVE NO LIABILITY ARISING FROM OR BASED ON YOUR USE OF THE WIDGETS. THIS LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY AND PUNITIVE DAMAGES, WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF ACTIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU. NOTWITHSTANDING THE FOREGOING, ACTIVE’S MAXIMUM LIABILITY UNDER THIS AGREEMENT SHALL NOT, IN ANY EVENT, EXCEED $50.00.
- Indemnification. To the maximum extent permitted by applicable law, you agree to hold harmless and indemnify Active and its officers, directors, agents, licensors, co-branders, other partners, and employees from and against any third party claim arising from or in any way related to your download, access or use of any Widgets, including any liability or expense arising from all claims, losses, damages (actual and/or consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature.
- Right to Terminate. At any time and for any reason or no reason, Active, in its sole discretion, may (a) terminate your use of the Widgets, and (b) terminate this Agreement by giving notice to you. In either case, you agree to (i) promptly remove the Widgets from your website, (ii) cease all further use, copying and distribution of the Widgets, and (iii) destroy all copies of the Widgets, including all portions and derivatives thereof.
- Changed Terms. Active has the right at any time to change or modify the terms and conditions applicable to use of the Widgets, or any part thereof, or to impose new conditions, including, without limitation, establishing and adding fees and charges for use. Such changes, modifications, additions or deletions shall be effective immediately upon notice thereof, which may be given by any means including, without limitation, by electronic or conventional mail, or by any other means. You can find the most recent version of this Agreement at http://developer.active.com/Widgets_License_Agreement. Any use of the Widgets by you after such notice shall be deemed to constitute acceptance of such changes, modifications, additions or deletions.
- Export Rules. You will comply with all applicable export laws, restrictions or regulations, including U.S. and Canadian embargo and sanctions regulations and prohibitions on export for certain end users or to certain users. If the Widgets are identified as an export controlled item under U.S. or Canadian export law, you represent and warrant that you are not a citizen of, or located within, an embargoed or otherwise restricted nation, and that you are not otherwise prohibited under U.S. or Canadian export laws from receiving the Widgets.
- General Provisions. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, without reference to conflict of laws principles thereof. The parties hereto irrevocably consent and agree to the exclusive jurisdiction and venue of the U.S. federal courts and state courts located in the State of Delaware in any suit or proceeding based on or arising under this Agreement and irrevocably agree that all claims in respect of such suit or proceeding shall be determined only in such courts. The parties hereto irrevocably waive the defense of an inconvenient forum and the right to object to the maintenance of such suit or proceeding and consent to the personal jurisdiction of such courts for any lawsuit filed therein based on or arising under this Agreement. Nothing in this Agreement will be construed as creating a partnership or joint venture of any kind between the parties, and neither of us will have the authority to bind the other party or to contract in the name of or create a liability against the other party in performing its obligations or exercising its rights under this Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof. This Agreement cancels and supersedes any and all prior or contemporaneous proposals and agreements (oral or written) between the parties, related to your use of the Widgets. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless it is by an update to this Agreement that Active makes available by notice in accordance with Section 12 above, or it is in writing signed by you and a duly authorized representative of Active.