Community Developer Partner Access Agreement

IMPORTANT: PLEASE READ THIS AGREEMENT CAREFULLY BEFORE USING ANY ZEDEDA, INC. (“ZEDEDA”) SERVICES, PRODUCTS, APPLICATIONS, AND/OR SOFTWARE (COLLECTIVELY, “SERVICES”).  BY ACCEPTING THE TERMS OF THIS DOCUMENT OR OTHERWISE USING OR ACCESSING THE SERVICES, YOU (THE “RECIPIENT”) ACCEPT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS IN THIS COMMUNITY DEVELOPER PARTNER ACCESS AGREEMENT (“AGREEMENT”). IF RECIPIENT IS ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, RECIPIENT REPRESENTS THAT IT HAS THE AUTHORITY TO BIND SUCH ENTITY TO THIS AGREEMENT. IF RECIPIENT DOES NOT HAVE SUCH AUTHORITY, OR IF RECIPIENT DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, RECIPIENT MAY NOT ACCESS OR USE THE SERVICES.

This Agreement and Recipient’s access to the Services will commence when Recipient clicks an “I Accept” button or check box presented with these terms or, if earlier, when Recipient commences use of any of the Services (the “Effective Date”), and will be effective through the Access Period, as defined in this Section 1, unless terminated earlier as permitted under this Section 7.

1. 1. Services; Access Period
      Subject to Recipient’s acceptance of and compliance with this Agreement, ZEDEDA shall make available to the Recipient the Services.  The Services are provided to Recipient solely for Recipient’s non-commercial, community development use for a period of 30 days from the date that ZEDEDA makes the Services available to Recipient (the “Access Period”) or longer if authorized in writing by ZEDEDA.
   2. Confidentiality
      
      Without prior written consent from ZEDEDA, Recipient may not disclose or otherwise make available to any third party the Services, or any information about the Services not generally available to the public. The Recipient will safeguard all of the foregoing (including copies of and access credentials for any of the foregoing) against disclosure or use by third parties using at least those measures that it employs to protect its own confidential information of a similar nature and in no event less than reasonable measures. The obligation to protect Confidentiality shall continue for a period of two years after the termination of this Agreement.
   3. Marketing
      
      The Recipient agrees that ZEDEDA may use your name, trade name, trademarks, or service marks in connection with Access to the Service in our promotional materials, notices, and advertisements.
   4. Reservation of Rights; Restrictions
      
      Recipient agrees the Services and all intellectual property rights in and to the Services are owned by ZEDEDA or its suppliers. Recipient shall not remove or permit any third party to remove any of ZEDEDA’s notices from the Services or any copies of the foregoing. Recipient agrees that it will not, and will not permit any third party to: (a) modify, translate, reverse engineer, decompile, or disassemble the Services; (b) defeat, avoid, bypass, remove, deactivate, or otherwise circumvent any software protection mechanisms in the Services, including without limitation any such mechanism used to restrict or control the functionality of the Services, or (c) attempt to derive the source code or the underlying ideas, algorithms, structure or organization from the Services.
   5. No Warranties
      
      ZEDEDA SERVICES ARE PROVIDED SOLELY FOR RECIPIENT’S INTERNAL USE AND FOR COMMUNITY DEVELOPER ACTIVITIES ONLY. THE SERVICES AND ANY RESULTS OF THE SERVICES ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ZEDEDA DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF TITLE, UNINTERRUPTED USE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE.
   6. Limitation of Liability
      
      TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND REGARDLESS OF THE LEGAL THEORY ASSERTED, IN NO EVENT SHALL ZEDEDA OR ANY OF ITS OFFICERS, DIRECTORS, EMPLOYEES, DISTRIBUTORS, AGENTS OR LICENSORS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF REVENUE, OR LOSS OF GOODWILL) ARISING OUT OF OR RELATING TO THIS AGREEMENT OR RELATING TO THE SERVICES, EVEN IF ZEDEDA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND REGARDLESS OF THE LEGAL THEORY ASSERTED, THE MAXIMUM CUMULATIVE LIABILITY, AND THE MAXIMUM CUMULATIVE REMEDY RECIPIENT MAY RECOVER FROM ZEDEDA OR ITS OFFICERS, DIRECTORS, EMPLOYEES, DISTRIBUTORS, AGENTS OR LICENSORS SHALL BE LIMITED TO FIFTY U.S. DOLLARS ($50.00). RECIPIENT ACKNOWLEDGES AND AGREES THAT, NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREUNDER, RECIPIENT’S RECEIPT OF THE SERVICES FOR THE ACCESS PERIOD AT NO CHARGE REFLECTS THE FOREGOING ALLOCATION OF RISK AND LIMITATION OF LIABILITY UNDER THIS AGREEMENT.
   7. Termination
      
      This Agreement may be terminated effective immediately by ZEDEDA without notice. The Recipient may terminate access to the Service for any or no reason and at any time by providing notice of termination to ZEDEDA. Recipient shall submit all termination notifications to [email protected]. Upon the termination of this Agreement for any reason: (a) all rights and licenses granted to Recipient under this Agreement will immediately terminate; and (b) Recipient must promptly discontinue all access or use of the Services. After termination the provisions of Article 2 shall survive and remain in full force.
   8. Miscellaneous
      
      This Agreement will be governed by California law, without reference to conflicts of laws principles. All disputes arising out of or in connection with this Agreement will be settled by binding arbitration in San Jose, California under the rules of arbitration of the American Arbitration Association. Judgment on the arbitrator’s award may be entered in any court having jurisdiction thereof. Notwithstanding the foregoing arbitration provision, ZEDEDA may apply to any court of competent jurisdiction for injunctive relief. Recipient may not assign this Agreement without ZEDEDA’s consent. ZEDEDA may freely assign this Agreement. This Agreement is the entire agreement with respect to the subject matter hereof and may only be modified in writing.  The Recipient agrees not to export or re-export, or cause to be exported or re-exported, the Services, or the direct product of such Services, to any country which, under the laws of the United States, Recipient is or might be prohibited from exporting its technology or the direct product thereof. Any suggestions provided by Recipient to ZEDEDA with respect to ZEDEDA’s Services or services shall be collectively deemed “Feedback.” Recipient agrees to grant and hereby grants to ZEDEDA a nonexclusive, perpetual, irrevocable, royalty free, worldwide license to use and otherwise promote such Feedback within any ZEDEDA Services, services, or marketing materials.