Thank you for your interest in Springpad and in developing applications that make use of the Springpad API. While we prefer not to be overly formal in our relationship with you, our lawyers insist that we present the following terms that govern your use of our API.
Please carefully review this Agreement ("API Agreement") before accessing or using the Springpad application program interface that is made available on this website ("API") and/or any Springpad content provided to you or which you access from a Springpad website ("Springpad Content") during the beta trial period. The use of the API and Springpad Content shall be free of charge during the beta period
This API Agreement may be updated by Spring Partners, Inc. ("SPI") from time to time and you will receive written notice of such updated API Agreement.
License Grant. Subject to your full compliance with all the terms and conditions of this API Agreement, SPI grants you a nonexclusive, revocable, non-sublicensable, nontransferable license to download and use the API to develop, reproduce and distribute applications that interoperate with the springpadit.com website or any of the mobile Springpad apps and to access and use the API to receive Springpad Content and to display such Springpad Content on your website or internet connected applications for mobile devices. You shall not install or use the API for any other purpose without the express written consent of SPI. All rights not expressly granted to you under this Agreement are reserved by SPI. You acknowledge and agree that SPI may monitor any website with which the APIs are used in order to confirm compliance with this API Agreement.
Registration and Authority. In order to access or use the API and Springpad Content, you must first register with SPI. You agree to keep your login credentials confidential and not to share them with any third party. If you register or access or use the API or Springpad Content on behalf of a company or other entity, you represent that you have authority to bind such entity to this API Agreement and that it is fully binding upon them. In such case, the term "you" will refer to such entity and its affiliates. If you do not have authority, or if you do not agree with the terms of the API Agreement, you may not access or use the API or Springpad Content.
Restrictions. This Agreement does not include any right for you to use any trademark, service mark, trade name or any other mark of SPI or any other party or licensor. No rights or licenses are granted except as expressly and unambiguously set forth herein. You agree that you will not, and will not assist or enable others to:
Attribution. You must provide attribution for SPI on your site and provide a link to the springpadit.com site when you use any of the Springpad Content.
Disclaimer of Warranties. THE API AND SPRINGPAD CONTENT ARE PROVIDED ON AN "AS IS" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. YOU EXPRESSLY AGREE THAT USE OF THE API AND SPRINGPAD CONTENT, IS AT YOUR SOLE RISK. SPI DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS TO THE API AND SPRINGPAD CONTENT.
Indemnity. You agree to hold harmless and indemnify SPI and its subsidiaries, affiliates, officers, agents, employees, and suppliers, from and against any third party claim arising from or in any way related to the your use of the API or Spingpad Content or violation of this API Agreement, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, SPI will provide you with written notice of such claim, suit or action.
Limitation of Liability. IN NO EVENT SHALL SPI, ITS OFFICERS, DIRECTORS, AGENTS, AFFILIATES, EMPLOYEES, ADVERTISERS, OR DATA PROVIDERS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER INDIRECT DAMAGES (INCLUDING BUT NOT LIMITED TO LOSS OF USE, LOSS OF PROFITS, OR LOSS OF DATA) WHETHER IN AN ACTION IN CONTRACT, TORT (INCLUDING BUT NOT LIMITED TO NEGLIGENCE), EQUITY OR OTHERWISE, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE API OR SPRINGPAD CONTENT. SPI ACKNOWLEDGES ACCEPTS THAT SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU IN SOME INSTANCES OR AT ALL.
Proprietary Rights. As between SPI and you, the APIs, Springpad Content and all intellectual property rights in and to the APIs and Springpad Content are and shall at all times remain the sole and exclusive property of SPI and are protected by applicable intellectual property laws and treaties. The API, Springpad Content, and SPI trademarks and service marks are the property of SPI and subject to the intellectual property rights of SPI and its licensors. Copyright.
Modification. SPI reserves the right to modify or revise this API Agreement at any time. You should visit this website periodically to review this API Agreement and check for updates. Your continued use of the API and Springpad Content after the effective date of any such changes will constitute your acceptance of and agreement to such changes. If YOU DO NOT WISH TO BE BOUND TO ANY NEW TERMS, YOU MUST TERMINATE THIS API AGREEMENT BY IMMEDIATELY CEASING USE OF THE API AND THE SPRINGPAD CONTENT.
Termination. SPI may change, suspend or discontinue the API and suspend or terminate your license to use the API and/or Springpad Content at any time for any reason, without notice, and to block or prevent future access to and use of the API.
This API Agreement shall be governed by the laws of the Commonwealth of Massachusetts without regard to its conflict of law provisions.
SPI's failure to exercise or enforce any right or provision of this API Agreement will not be deemed to be a waiver of such right or provision.
You represent that you have the authority to be bound by this API Agreement.
You agree not to export from anywhere any part of the API or Springpad Content except in compliance with, and with all licenses and approvals required under, applicable export laws, rules and regulations.
If any part of this API Agreement is determined to be invalid or unenforceable, then the invalid or unenforceable provision will be replaced with a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of this API Agreement will continue in effect.
The section titles in this API Agreement are solely used for the convenience of the parties and have no legal or contractual significance.
SPI may assign this API Agreement, in whole or in part, at any time with or without notice to you.
Except as expressly stated herein, this API Agreement constitute the entire agreement between you and SPI with respect to the API and Springpad Content and supersedes all prior or contemporaneous communications of any kind between us with respect to the the API and Springpad Content.
SPI and you are independent contractors, and nothing in this API Agreement shall be construed as creating an employer-employee relationship, a partnership, or a joint venture.
You agrees not to make any public statements that assert or imply any other relationship with SPI without mutual written agreement being reached.
You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.