SafeDK Terms and Conditions
By accessing to the Software Development Kits ("SDKs") online data marketplace provided by SafeDK Mobile Ltd. ("SafeDK") via www.safedk.com (the "Marketplace") and/or by using any of its Services (as defined below), You agree and acknowledge that you have read all of the terms and conditions of these Terms and Conditions of Use (this "Agreement"), You understand all of the terms and conditions of this Agreement, and signify Your irrevocable agreement to the terms and conditions of this Agreement. If You do not agree to this Agreement, or any part thereof, (i) You shall not access Your Account (as defined below), and (ii) You shall not access the Marketplace and/or use any of the Services.
"You" and "Your" shall refer to (i) any entity identified in the enrollment form submitted to create Your Account by you, or by any of your Affiliates (as defined below), entities, agencies, networks or any other third party on your behalf; (ii) and/or any other person and/or entity accessing Your Account. This Agreement apply to both SDKs developers/providers and SDKs consumers, unless specified otherwise. "Affiliate" shall mean any entity that controls, or is controlled by or under common control with, a specified entity. For purposes of the definition of an Affiliate, “Control” and its derivative forms, “Controlling” and “Controlled by”, shall mean, with regard to an entity, the legal, beneficial, or equitable ownership, directly or indirectly, of fifty percent (50%) or more of the outstanding equity or capital stock or other ownership interest of such entity ordinarily having voting rights, or equivalent rights under any agreement, to control such entity's management decisions.
1.1. Subject to Your acceptance of this Agreement and compliance with all terms herein, SafeDK shall provide You with access to the Marketplace. The Marketplace aims to provide a site on which apps developers, SDK consumers, SDKs developers and SDKs providers may be able to search for, learn of, rate, review and compare information regarding certain SDKs for android and iOS applications, where the products and service information is provided by multiple third parties and\or collected by SafeDK from the web (the services provided and/or enabled by SDK within the framework of the Marketplace shall be collectively referred to as the "Services").
1.2. The Marketplace gathers: (i) data, information and/or materials provided by third party SDKs developers/providers and (ii) data, information and contents aggregated from various websites, blogs and/or third parties' ratings and/or reviews; (iii) content submitted to the Marketplace (in any manner, in any media), software, FAQs, comments, suggestions, ideas or the like submitted by users ("Submissions") (content included in items (i), (ii) and (ii) shall be collectively referred as the “Content”).
2.1. By making any Submission, You grant SafeDK and its affiliates a nonexclusive, royalty-free, perpetual, transferable, irrevocable and fully sublicensable right to (a) use, reproduce, modify, adapt, translate, distribute, publish, create derivative works from and publicly display and perform any Content included in such Submission throughout the world in any media, now known or hereafter devised, for any purpose; and (b) use the name that You submit in connection with such Submission. You acknowledge that SafeDK may choose to publish and/or share your comments or reviews, with reference to YOU at its discretion. You further grant SafeDK the right to pursue at law any person or entity that violates Your or SafeDK's rights in the Submissions by a breach of this Agreement. You acknowledge and agree that Submissions are non-confidential and non-proprietary.
2.2. The Marketplace may contain designated areas for discussion forums, bulletin boards, review services or other forums in which You or third parties may post reviews of SDKs related experiences or other Content("Interactive Areas"). If SafeDK provides such Interactive Areas, You are solely responsible for Your use of such Interactive Areas (whether as an active or passive participant) and use them at your own risk. By using any Interactive Areas, You expressly agree not to post, upload to, transmit, distribute, store, create or otherwise publish through the Marketplace any of the following:
- Any message, data, information, text, music, sound, photos, graphics, code or any other material that is unlawful, libelous, defamatory, obscene, pornographic, indecent, harassing, threatening, invasive of privacy or publicity rights, abusive, inflammatory, fraudulent or otherwise objectionable;
- Content that would constitute, encourage or provide instructions for a criminal offense, violate the rights of any party, or that would otherwise create liability or violate any local, state, national or international law;
- Content that may infringe any patent, trademark, trade secret, copyright or other intellectual or proprietary right of any party;
- Content that impersonates any person or entity or otherwise misrepresents your affiliation with a person or entity, including SafeDK;
- Private information of any third party, including, without limitation, surname (family name) addresses, phone numbers, email addresses, Social Security numbers and credit card numbers;
- Viruses, corrupted data or other harmful, disruptive or destructive files;
- Content that is unrelated to the topic of the Interactive Area(s) in which such Content is posted; or
- Content or links to content that, in the sole judgment of SafeDK, (a) violates the previous subsections herein, (b) is objectionable, (c) which restricts or inhibits any other person from using or enjoying the Interactive Areas or the Marketplace, or (d) which may expose SafeDK or its affiliates or its users to any harm or liability of any type.
2.3. SafeDK takes no responsibility and assumes no liability for any Content (including but not limited to any rate, review or any other Submission) posted, stored or uploaded by You or by any third party, or for any loss or damage thereto, nor is SafeDK liable for any mistakes, defamation, slander, libel, omissions, falsehoods, obscenity, pornography or profanity you may encounter. As a provider of interactive services, SafeDK is not liable for any statements, representations or Content provided by its users in any public forum, personal home page or other Interactive Area. Although SafeDK has no obligation to screen, edit or monitor any of the Content posted to or distributed through any Interactive Area, SafeDK reserves the right, and has absolute discretion, to remove, screen, translate or edit without notice any Content posted or stored on the Marketplace at any time and for any reason, or to have such actions performed by third parties on its behalf, and You are solely responsible for creating backup copies of and replacing any Content You post or store on the Marketplace at Your sole cost and expense.
2.4. If it is determined that You retain moral rights (including rights of attribution or integrity) in the Content, you hereby declare that (a) You do not require that we mention Your name (or any other personally identifying information in connection with the Content, or any derivative works of or upgrades or updates thereto; (b) You have no objection to the publication, use, modification, deletion and exploitation of the Content by SafeDK or its licensees, successors and assigns; (c) You forever waive and agree not to claim or assert any entitlement to any and all moral rights of an author in any of the Content; and (d) You forever release SafeDK, and its licensees, successors and assigns, from any claims that you could otherwise assert against SafeDK by virtue of any such moral rights.
2.5. Any use of the Interactive Areas or other portions of the Marketplace in violation of the foregoing violates the terms of this Agreement and may result in, among other things, termination or suspension of Your rights to use the Interactive Areas and/or the Marketplace.
In order to submit any Submission, to claim an SDK as of Your property and/or to follow information regarding specific SDKs in the Marketplace, You need to open an account with SafeDK, subject to the provisions of this Section 3 ("Your Account"). To open Your Account, You must register through Google, Github, or using Your e-mail address and create a unique password for Your Account. You may access Your Account entering such e-mail address and password.
3.1 You shall maintain Your Account, and shall be exclusively responsible for safeguarding and maintaining the confidentiality of Your Account and its associated password. You shall not assume the identity of any person or entity, or misrepresent your affiliation with any person or entity, including without limitation by using another person’s username, password or other account information.
3.2 If You become a registered user of the Marketplace, You agree (i) that the information You provide to SafeDK in connection with Your registration will be current, complete and accurate at all times, (ii) not to choose a username that violates any law or the intellectual property rights of others, or is offensive; provided that SafeDK reserves the right to reject the use of any user name for any reason or no reason, (iii) not to transfer, sell, convey or assign the right to use the Marketplace to any third party without the prior written consent of SafeDK and (iv) not to permit any third party to use Your username and password to access the Marketplace. You further agree that You are responsible for the conduct of any party that uses Your Account, whether or not authorized by you, and for any breach of the security of the Marketplace related to the use of Your user name and/or password.
3.3 You shall immediately notify SafeDK of any unauthorized use of Your Account, or any other breach of security involving or in connection with the Services that you become aware of. You shall be responsible for keeping Your Account's information current, complete and accurate, and You agree that SafeDK will have no responsibility or liability, directly or indirectly, for any failure to deliver any notice as a result of inaccurate information provided in Your Account.
3.4 Your Account shall be subject to the terms and conditions of this Agreement, and/or the most current version of Your Account's Terms of Services as posted in Your Account and/or in the Marketplace, if any, and the most current version shall supersede all earlier versions. You acknowledge that SafeDK reserves the right to suspend or terminate Your Account for any reason at its sole discretion, including without limitation in case SafeDK determines at its sole discretion that You have violated the terms and conditions of this Agreement, without notifying You and without any liability.
4. SDKs developers and/or providers
4.1. In addition to Content aggregated and/or created by SafeDK regarding third parties' SDKs, the Marketplace may contain information and materials regarding SDKs provided by third parties (SDK developers and/or SDK providers) (collectively, "Third Party Content"). SDK developers and/or SDK providers may register in the Marketplace and claim an SDK displayed in the Marketplace as of their property, by evidencing its rights at SafeDK’s satisfaction (a "Claim"). A Claim, even if approved for display by SafeDK, does not confer by itself any right to the Claim holder. All Third Party Content is the copyrighted work of its owner, which expressly retains all right title and interest in and to the Third Party Content, including, without limitation, all intellectual property rights therein and thereto.
4.2 If You are a SDK developer and/or SDK provider, and wish to submit a Claim You should submit the following information to SafeDK: (i) a brief and objective description of Your SDK's functionalities; (ii) the applicable link(s) from which such SDK may be available for download; and (iii) the trademark, service mark and logo under which it is commercialized (collectively, the "SDK Description"). SafeDK may require SDK developers to add or delete any additional information in connection with their respective SDKs from time to time at SafeDK's sole discretion (including, without limitation, where SafeDK is of the opinion that the information provided by an SDK developer and/or SDK provider is incomplete, inaccurate, misleading or otherwise infringing upon any third parties rights).
4.3. If You are an SDK developer and SDK provider, You hereby acknowledge and agree that You are responsible for all support and all claims relating to or in connection with Your SDK, Your Claim and/or the SDK Description (and/or any part thereof). SafeDK reserves the right, but does not have the obligation, to review, screen, or monitor any SDK Description and/or any link to any SDK (and/or its terms) at any time and for any reason without notice.
4.4. Intellectual Property Rights:
(i) Any and all SDKs listed in the Marketplace and the intellectual property rights in connection therewith, including without limitation any trademarks, service marks, logos and slogans thereof and/or in connection therewith, shall remain the property of the SDK developer and/or provider, as applicable.
(ii) If You are an SDK developer and/or SDK provider, by submitting a Claim and/or the SDK Description, You grant to SafeDK a world-wide, non-exclusive, license-fee-free, royalty-free, perpetual, irrevocable right and license to use, display, distribute, modify, publish, translate, create derivative works of and otherwise exploit in any manner the information and/or materials provided through the Claim and/or as part of the SDK Description; provided, however, that any download of any such SDKs shall be subject to the terms and conditions that may be applicable to it pursuant to the respective SDK developer's and/or SDK provider's web site or otherwise. For the avoidance of any doubt and in addition to any right SafeDK may have pursuant to any applicable law, You hereby grant SafeDK the right to use Your company’s name and logo on the Marketplace and on SafeDK's publicly-available online and printed materials.
(iii) If You believe any Content accessible on or from the Marketplace (including without limitation any SDK listed in the Marketplace) infringes Your copyright or the copyright of a third party on whose behalf You are authorized to act, You may request the removal thereof (or the link that allows access thereto) from the Marketplace by contacting SafeDK at email@example.com, providing all the relevant information. SafeDK reserves the right to request further information, at its discretion.
(iv) You are responsible for monitoring and enforcing Your SDK's terms. You hereby acknowledge and agree that SafeDK will not be liable for any actual or alleged breach of the terms and conditions governing the use of Your SDK by any SDK consumer and/or application developer (or any damages arising from or related to such actual or alleged breach).
(v) You represent and warrant that (a) all representations and warranties made by You with respect to the SDK You list via the Marketplace and any and all information included in the Claim and the SDK Description are true and accurate; and (b) You own and/or have full rights to market, promote, offer to sell, sell and/or grant access to the SDK You list via the Marketplace and to all information contained in the Claim and the SDK Description.
4.5. You undertake that any distribution of Your SDK, or any of Your services shall be subject to Your end user license agreement. Further, You explicitly disclaim any warranty by and/or liability of SafeDK which may arise in connection with any such distribution.
5. SDKs consumers and/or applications developers
5.2. You hereby acknowledge and agree that SafeDK will not be liable for any actual or alleged breach of the terms and conditions governing the use of any SDK by any SDK developer/provider (or any damages arising from or related to such actual or alleged breach).
5.3. For the avoidance of doubt, the display of any SDK in the Marketplace does NOT constitute an offer to sell, an invitation to induce an offer, or a solicitation of an offer to acquire such SDK by SafeDK and/or on its behalf. Any display of any third party's trademark, service mark and/or logo, shall NOT be interpreted as to imply any sponsorship or endorsement by such mark holder or logo's owner of SafeDK (or its product/s); NOR any affiliation between SafeDK (or its product/s) and such mark holder or logo's owner.
6. Intellectual Property Rights
6.1. Except as may be otherwise noted and for the Third Party Content, the Content available on or from the Marketplace ("SafeDK Content") are the copyrighted works of SafeDK and its licensors, and SafeDK and its licensors expressly retain all right, title and interest in and to the SafeDK Content, including and without limitation, all intellectual property rights therein and thereto. Except as expressly permitted in this Agreement, any use of the SafeDK Content may violate copyright and/or other applicable laws.
6.2. Subject to Your compliance with all of Your undertakings and obligations hereunder, SafeDK grants You, and You hereby accept a limited, revocable, non-transferable, non-exclusive right to use the Marketplace and the associated SafeDK Content and Third Party Content (collectively, "Marketplace Content"), under the following terms, solely for your own use (the "License"). The License allows you to copy, distribute, transmit, adapt and commercially exploit Marketplace Content or any part thereof. When you use such Marketplace Content or any part thereof, you MUST acknowledge its source and if digitally used, YOU MUST acknowledge it by establishing hypertext links to the Marketplace (the "Hypertext Links").
You MAY NOT modify, remove, obscure, obliterate or reverse engineer any portion of the Marketplace Content and/or the Marketplace. You MAY NOT remove the Hypertext Links as defined above, any copyright, trademark or other proprietary rights notices contained in or on the Marketplace Content and/or the Marketplace (the “IP”), and you may ensure that Your use of the Marketplace Content does not mislead others or misrepresent the Contents as published or mentioned at the Marketplace.
6.3. Your right to use the Marketplace and its Contents is limited by the terms set forth in this Agreement and You shall not obtain any rights with respect to the IP, other than any rights expressly set forth in this Agreement. The Marketplace and the Marketplace Content are protected by applicable intellectual property laws, including international treaties. Except for this License granted to You, SafeDK retains all right, title, and interest in and to the Marketplace and to the Marketplace Content (except for any Third Party Content), including all related intellectual property rights. All use of the IP shall inure to the benefit of SafeDK. You hereby irrevocably agree to and assign to SafeDK in perpetuity all worldwide right, title and interest, if any, that are owned or obtained by You in any of the IP.
6.4. You shall not, and shall not permit any third party, to (i) decompile, disassemble, reverse engineer or attempt to find the underlying code of any of the Marketplace Content, or any part thereof; (ii) modify, enhance, circumvent, impair, disable, destroy, insert any code or product in, or in any other way manipulate or interfere with, disrupt or inhibit any other person or entity from using, or create derivative works of any of the Marketplace Content, or any part thereof; (iii) circumvent, disable or bypass any security measures or restrictions put into place to prevent certain uses of any of the Services, the Marketplace Content or any part thereof; (iv) copy, adapt, host, rent, lease, sub-license, sell, distribute, transmit or commercially exploit, or remove any proprietary rights notices; (v) access or attempt the access the Services by any means other than the means SafeDK expressly allows; (vi) use the Services or any IP to create any product or service, including without limitation any software, that is or may be similar to the Services and/or the Marketplace Content; (vii) modify, adapt or hack any web site or service, or the Marketplace or the Services, so as to falsely imply that such web site or service is associated with the Marketplace, the Services or SafeDK; (viii) misrepresent Your affiliation with any person or entity; (ix) violate any IP of any third party; or (x) behave in a manner that may be in violation of this Agreement and/or of SafeDK's privacy policies or violate any applicable law.
6.5 License - The Marketplace has embedded the Google Play Crawler JAVA API, which is subject to the following license:
Copyright (c) 2012, Akdeniz
All rights reserved.
Redistribution and use in source and binary forms, with or without modification, are permitted provided that the following conditions are met:
1. Redistributions of source code must retain the above copyright notice, this list of conditions and the following disclaimer.
2. Redistributions in binary form must reproduce the above copyright notice, this list of conditions and the following disclaimer in the documentation and/or other materials provided with the distribution.
THIS SOFTWARE IS PROVIDED BY THE COPYRIGHT HOLDERS AND CONTRIBUTORS "AS IS" AND ANY EXPRESS OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE DISCLAIMED. IN NO EVENT SHALL THE COPYRIGHT OWNER OR CONTRIBUTORS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA, OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THIS SOFTWARE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
The views and conclusions contained in the software and documentation are those of the authors and should not be interpreted as representing official policies, either expressed or implied, of the FreeBSD Project.
7. Representations, Warranties and Covenants
7.1. SafeDK represents, warrants, and covenants to You the following:
(i) SafeDK will enable You to access Your Account and use the Services in accordance with the terms and conditions of this Agreement, SafeDK's policies (including its Privacy Policies (as defined below)), and the terms and conditions of Your Account, all as may be amended from time to time by SafeDK at its sole discretion.
(ii) The Services will be either original works of authorship of SafeDK or lawfully licensed and/or otherwise used by SafeDK; and to the best of SafeDK's knowledge, the Services do not, and SafeDK will exercise its best commercially reasonable efforts to ensure that same will not, in any way violate, infringe upon or misappropriate the rights of authorship and other intellectual property or proprietary rights of any third party.
(iv) The provision of the Services, and the performance of SafeDK's undertakings under this Agreement, have been duly authorized by all requisite corporate action on its part; and shall not result in a breach of, or constitute a default under, any formation or organization documentation, by-laws, or agreement to which it is a party or that is otherwise applicable to it.
7.2. In addition to other representations provided herein, You further represent, warrant, and covenant to SafeDK the following:
(iii) You acknowledge that You shall have sole responsibility for the legality, reliability, integrity, accuracy, quality and/or completeness of all Content, Submission, Claim and/or SDK Description provided by You. In addition, You further acknowledge that SafeDK shall not have any responsibility for the legality, reliability, integrity, accuracy, quality and/or completeness of any SDKs that may be listed in the Marketplace and/or that You may download (from the respective third party web sites), including without limitation any and all representations and warranties made by any SDK developer with respect to any such SDKs.
(iv) You further acknowledge that the Marketplace contains tools from third party service providers that may enable these third parties to separately collect and/or analyze non-personally identifiable information in accordance with their own privacy policies and subject to their own applicable legal requirements; and that it is highly recommended that You regularly review such third parties' privacy policies.
(vi) You further acknowledge and agree that SafeDK shall not have the obligation to include any particular SDK in the Marketplace, and reserves the right to remove any SDK, any information and/or data provided and/or posted in connection with any SDK, any review, Submission and/or any other Content from the Marketplace, at SafeDK’s sole discretion and without notification.
(vii) You hereby acknowledge that the Marketplace will display SDKs which are third parties' SDKs, and that SafeDK does not develops, owns, endorses, sponsors and/or have any rights whatsoever in such SDKs other than as expressly set forth in this Agreement. Furthermore, SafeDK does not and cannot ensure that You will be satisfied with any such third party's SDKs, ratings, reviews, products or services, and in any and all cases strongly encourages You to make whatever investigation You see fit. SafeDK is not responsible in any manner for any review, transaction with, any undertakings or obligations of, or any collection or use of information by, any such third party SDK developer/provider, web sites, application developer/provider, products and/or services. Although SafeDK displays information about SDKs owned by third-party suppliers, such action does not in any way imply, suggest, or constitute SafeDK’s sponsorship or approval of third-party suppliers, or any affiliation between SafeDK and such third-party suppliers. Although the Marketplace’s users may rate and review particular SDKs based on their own experiences, SafeDK does not endorse or recommend the products or services of any third-party suppliers. You agree that SafeDK is not responsible for the accuracy or completeness of information it obtains from third-party suppliers and displays on its Marketplace or otherwise.
(viii) You acknowledge that the Services or certain parts thereof may not be available, or may be restricted by SafeDK, at its sole discretion. You further acknowledge that the Services may not be available in Your language. SafeDK does not guarantee that the Services and/or Your Account will be operable at all times, or during any down time (i) caused by outages to any public Internet backbones, networks or servers; (ii) caused by any failures of the Services and/or Your Accountand/or Your server(s), equipment, systems or local access services; (iii) for previously scheduled maintenance; and/or (iv) relating to a Force Majeure Event (as defined below), including without limitation strikes, riots, labor conditions, insurrection, fire, floods, earthquakes, natural disasters, explosions, war, governmental action, or interruption in Internet services to an area where SafeDK's servers and/or Your server(s) are located.
(ix) SafeDK will not be responsible or liable for any failures in the Services or any other problems You may encounter in connection with the Services which are related to (a) the Collected Information, Content, Third party Content, Submission, Claim and/or SDK Description; or (b) a Force Majeure Event, including without limitation any satellite, telecommunications, network or other equipment or service outside of SafeDK's facilities or control.
(x) You acknowledge that, while the security of any information provided by You, including but not limited to the Collected Information, the Content, Submissions, Claims and/or SDK Descriptions, is important to SafeDK and SafeDK follows generally accepted standards to protect the information submitted to it (both during transmission and once SafeDK receives it), no method of transmission over the Internet or electronic storage is 100% secure. Therefore, SafeDK cannot guarantee such information's absolute security.
(xiii) You hereby irrevocably undertake that (a) any and all Your Submissions, including without limitation any negative and/or poor ratings and/or reviews, shall be made in good faith; and (b) You will indemnify, defend and hold SafeDK harmless from any costs and/or expenses (including without limitation reasonably attorney's fees) and/or damages that may arise out of and/or in connection with any and all Your Submissions (including without limitation any negative and/or poor ratings and/or reviews).
(xiv) You hereby further undertake that You shall comply with all (a) applicable legal requirements, including without limitation to ensure that your use of any of the Services is legal in Your country; and (b) any applicable third party terms, including without limitation any terms and policies of the SDK developers and the operating platform.
(xv) Your opening of Your Account, Your use of the Services and/or Your access to the Marketplace, and the performance of Your respective undertakings under this Agreement and the consummation of the transactions contemplated thereby, have been duly authorized by all requisite corporate action on Your part; and shall not result in a breach of, or constitute a default under, any formation or organization documentation, by-laws, or agreement to which You are a party or that is otherwise applicable to You.
YOUR ACCESS TO THE MARKETPLACE AND/OR THE USE OF ANY OF THE SERVICES, OR ANY PART THEREOF, IS AT YOUR SOLE RISK. THE INFORMATION ON, OR THAT MAY BE OBTAINED THROUGH OR OTHERWISE RELATED IN ANY WAY TO, THE MARKETPLACE, YOUR ACCOUNT OR ANY OF THE SERVICES IS PROVIDED "AS IS" AND “AS AVAILABLE”, OBTAINED BY YOU AT YOUR SOLE DISCRETION AND RISK, AND WITHOUT WARRANTIES OF ANY KIND. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO ANY APPLICABLE LAW, SAFEDK EXPRESSLY DISCLAIMS ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONVENANTS NOT EXPRESSLY STATED IN SECTION 7.1 ABOVE, EXPRESS OR IMPLIED (INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, RELIABILITY, ACCURACY, COMPLETENESS, QUALITY, SECURITY, COMPATIBILITY AND NON-INFRINGEMENT). SAFEDK DOES NOT WARRANT THAT ANY FUNCTIONS OR CONTENT IN AND/OR IN CONNECTION WITH THE SERVICES, YOUR ACCOUNT AND/OR THE MARKETPLACE (AND/OR ANY SDK THAT MAY BE LISTED THEREIN), OR ANY PART THEREOF, WILL BE UNINTERRUPTED, WITHOUT ERROR, OR THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICES, YOUR ACCOUNT, THE MARKETPLACE (AND/OR ANY SDK THAT MAY BE LISTED THEREIN), AND/OR THE SERVERS USED BY SAFEDK (AND/OR ANY SDK DEVELOPER THAT MAY LIST ANY SDK IN THE MARKETPLACE) ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. MOREOVER, YOU ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. NO RECOMMENDATION, ADVICE, DATA OR INFORMATION OBTAINED BY YOU THROUGH OR FROM THE MARKETPLACE, OR YOUR ACCOUNT WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT (INCLUDING WITHOUT LIMITATION IN CONNECTION WITH ANY SDK THAT MAY BE LISTED IN THE MARKETPLACE, AND/OR ANY INFORMATION PROVIDED THROUGH THE CLAIM AND/OR THE SDK DETAILS, INCLUDING WITHOUT LIMITATION ANY SDK DESCRIPTION, ANY LINK TO ANY WEB SITE FROM WHICH ANY SDK MAY BE DOWNLOADED AND/OR ANY TERMS THEREOF, AND/OR ANY TRADEMARK AND/OR SERVICE MARK UNDER WHICH ANY SDK MAY BE COMMERCIALIZED). SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT MAY VARY DEPENDING ON YOUR JURISDICTION. SAFEDK MAKES NO REPRESENTATIONS ABOUT THE SUITABILITY OF THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES CONTAINED ON THE MARKETPLACE FOR ANY PURPOSE, AND THE INCLUSION OF ANY PRODUCTS OR SERVICES ON THE MARKETPLACE DOES NOT CONSTITUTE ANY ENDORSEMENT OR RECOMMENDATION OF SUCH PRODUCTS OR SERVICES BY SAFEDK. ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. THE THIRD-PARTY SUPPLIERS PROVIDING SDK DESCRIPTIONS AND/OR THIRD PARTY CONTENT ARE INDEPENDENT PARTIES AND NOT CONTRACTORS, AGENTS OR EMPLOYEES OF SAFEDK.
YOU WILL DEFEND, INDEMNIFY AND HOLD SAFEDK HARMLESS FROM ANY COSTS AND/OR EXPENSES (INCLUDING WITHOUT LIMITATION REASONABLE ATTORNEY'S FEES) AND/OR DAMAGES THAT MAY ARISE OUT OF AND/OR IN CONNECTION WITH YOUR USE OF THE SERVICES, INCLUDING WITHOUT LIMITATION THE USE OF YOUR ACCOUNT, THE SEARCH AND/OR COMPARISON OF ANY SDKS THAT MAY BE LISTED IN THE MARKETPLACE, YOUR SUBMISSIONS AND/OR YOUR VIOLATION OF ANY TERMS AND CONDITIONS OF THIS AGREEMENT, INCLUDING WITHOUT LIMITATION YOUR VIOLATION OF ANY RIGHTS OF ANY THIRD PARTY.
10. LIMITATION OF LIABILITY
10.1 EXCEPT TO THE EXTENT THAT LIABILITY ARISES FROM SAFEDK'S GROSS NEGLIGENCE OR WILLFUL MISSCONDUCT, SAFEDK (OR ITS OFFICERS, DIRECTORS AND AFFILIATES) WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE AND/OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITION ANY DAMAGES FOR LOSS OF PROFITS, REVENUE, GOODWILL, USE, DATA AND/OR OTHER INTANGIBLE LOSSES), ARISING OUT OF AND/OR IN CONNECTION WITH (i) THIS AGREEMENT (INCLUDING WITHOUT LIMITATION ARISING OUT OF AND/OR IN CONNECTION WITH THE MARKETPLACE AND THE MARKETPLACE CONTENT, AND/OR ANY OTHER USE OF ANY OF THE SERVICES, OR ANY PART THEREOF); AND/OR (ii) ANY SDK LISTED IN THE MARKETPLACE AND/OR ANY DATA, INFORMATION AND/OR MATERIAL PROVIDED BY ANY SDK DEVELOPER THROUGH A CLAIM (INCLUDING WITHOUT LIMITATION ANY SDK DESCRIPTION, ANY LINK TO ANY WEB SITE FROM WHICH ANY SDK MAY BE DOWNLOADED, ANY TERMS OF SUCH WEBSITE, AND/OR ANY TRADEMARK AND/OR SERVICE MARK UNDER WHICH ANY SDK MAY BE COMMERCIALIZED) - ALL EVEN IF SAFEDK HAS BEEN EXPRESSLY ADVISED OF THE POSSIBILITY OF ANY OF THESE DAMAGES AND WHETHER INCURRED BY YOU AND/OR ANY THIRD PARTY, AND REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY CLAIM, ACTION OR PROCEEDING IS BASED IN CONTRACT, TORT, A WARRANTY OR OTHERWISE.
10.2 EXCEPT TO THE EXTENT THAT LIABILITY ARISES FROM SAFEDK'S GROSS NEGLIGENCE OR WILLFUL MISSCONDUCT, TO THE EXTENT PERMITTED BY ANY APPLICABLE LAW, SAFEDK'S TOTAL LIABILITY OF ANY AND ALL KINDS ARISING OUT OF AND/OR IN CONNECTION (i) THIS AGREEMENT (INCLUDING WITHOUT LIMITATION ARISING OUT OF AND/OR IN CONNECTION WITH THE MARKETPLACE AND THE MARKETPLACE CONTENT, AND/OR ANY OTHER USE OF ANY OF THE SERVICES, OR ANY PART THEREOF); AND/OR (ii) ANY SDK LISTED IN THE MARKETPLACE AND/OR ANY DATA, INFORMATION AND/OR MATERIAL PROVIDED BY ANY SDK DEVELOPER/PROVIDER THROUGH A CLAIM OR OTHERWISE (INCLUDING WITHOUT LIMITATION ANY SDK DESCRIPTION, ANY LINK TO ANY WEB SITE FROM WHICH ANY SDK MAY BE DOWNLOADED, INCLUDING WITHOUT LIMITATION ANY TERMS THEREOF, AND/OR ANY TRADEMARK AND/OR SERVICE MARK UNDER WHICH ANY SDK MAY BE COMMERCIALIZED), REGARDLESS OF THE FORUM AND REGARDLESS OF WHETHER ANY CLAIM, ACTION OR PROCEEDING IS BASED IN CONTRACT, TORT, A WARRANTY OR OTHERWISE, SHALL UNDER NO CIRCUMSTANCES EXCEED THE SUM OF ONE US DOLLAR.
11. Modification and Termination
11.1 SafeDK reserves the right to change or modify any of the terms and conditions contained in this Agreement (or any policy or guideline of SafeDK) at any time and in its sole discretion by providing notice that this Agreement been modified. Such notice may be provided by sending an email, posting a notice on the Site, posting the revised Terms on the Site and revising the date at the bottom of this Agreement, or such other form of notice as determined by SafeDK. Any changes or modifications will be effective 7 days after providing notice that these Terms have been modified (the "Notice Period"). Your continued use of the Services following the Notice Period will constitute your acceptance of such changes or modifications. You are advised to review these Terms whenever you access the Service and at least every 30 days to make sure that you understand the terms and conditions that will apply to your use of the Services.
11.2. SafeDK reserves the right to modify or discontinue the Marketplace, the Services, or any part thereof, at any time and for any reason or for no reason. You agree that in case You are dissatisfied with any aspect of the Services and/or with any SafeDK's performance, at any time, Your sole remedy is to cease using the Services.
11.3. This Section 11, and Sections 4, 6, 7, 8, 9 and 10 11 shall survive the termination or expiration of this Agreement for any reason whatsoever.
12.1. Independent Relationship. The relationship between the parties hereto is that of independent contractors. Nothing in this Agreement shall be deemed to: (i) create any other relationship between the parties hereto (including without limitation any employer/employee, principal/agent, partnership or joint venture relationship), and the potential business relationship or otherwise that may be built between You and any third parties who may be offering, licensing and/or using SDKs and/or otherwise using the Services shall be solely between You and such third parties, and SafeDK will not be a party to such relationship; (ii) create any relationship between SafeDK and any third party and/or any third party web sites, applications, products or services; (iii) grant either party hereto the authority to represent, or make any representation or incur in any obligation in the name or on behalf of, the other party without such party's prior express written consent (including without limitation the authority to enter into any contract in the name or on behalf of the other party); or (iv) constitute an appointment of either party hereto as the agent for the other party.
12.2. Assignment. Neither party may assign any of its rights under this Agreement without the prior written consent of the other party, except that SafeDK may assign this Agreement in connection with a change of control, merger and/or acquisition transaction, provided that a written notice of such assignment has been provided to You (including by way of a general notice in the Marketplace). Any purported assignment of rights in violation of this Section is void.
12.3. Force Majeure. "Force Majeure Event" shall mean any act or event that (a) prevents a party hereto (the "Non-performing Party") from performing its obligations or satisfying a condition to the other party's (the "Performing Party") obligations under this Agreement; (b) is beyond the reasonable prevision or control of, and not the fault of the Non-performing Party; and (c) the Non-performing Party has not, through commercially reasonable efforts, been able to avoid or overcome. Force Majeure Event does not include economic hardship, changes in market conditions or insufficiency of funds. If a Force Majeure Event occurs, the Non-performing Party is excused from the performance of its obligations thereby prevented, in each case to the extent limited or prevented by the Force Majeure Event. When the Non-performing Party is able to resume its performance of its obligations or satisfy the conditions precedent to the other party's obligations under this Agreement, the Non-performing Party shall immediately resume such performance or satisfaction. The relief offered by this Section 12.3 is the exclusive remedy available to the Performing Party with respect to a Force Majeure Event.
12.4. Waivers. SafeDK's failure, delay or forbearance to enforce any term or condition of this Agreement shall not be deemed in any way to limit and/or constitute a waiver of any of SafeDK's rights under and/or in connection with this Agreement. Any waiver of any term or condition of this Agreement by SafeDK shall be made in writing; and no such waiver shall be deemed a further or continuing waiver of such term or condition, or any other term or condition of this Agreement.
12.5. Severability. The illegality, invalidity or unenforceability of any term or condition of this Agreement shall not affect the legality, validity or enforceability of any other term or condition of this Agreement, and any illegal, invalid or unenforceable term or condition shall be deemed modified to the limited extent required to permit its enforcement in a manner most closely representing the intention expressed in this Agreement.
12.6. Governing Law, Jurisdiction and Venue. The laws of the State of Israel (without giving effect to its conflict of laws principles) govern all matters arising out of and/or in connection with this Agreement and the transactions it contemplates, including without limitation its interpretation, construction, performance and enforcement. The parties hereto expressly agree that neither the Uniform Computer Information Transactions Act, or any state's version thereof, nor the United Nations Convention on Contracts for the International Sale of Goods apply to this Agreement. Any claims, actions or proceedings arising out of or in connection with this Agreement must be brought exclusively in the courts of competent jurisdiction sitting in Tel Aviv-Jaffa, Israel, and each party hereto submits solely to the jurisdiction of such courts for the purposes of all legal claims, actions and proceedings arising out of or in connection with this Agreement. Each party hereto waives, to the fullest extent permitted by applicable law, any objection that it may now or later have (i) to the venue of any legal claim, action or proceeding arising out of or in connection with this Agreement brought in any court of competent jurisdiction sitting in Tel Aviv-Jaffa, Israel; and (ii) in connection with the fact that any claim, action or proceeding brought in any such court has been brought in an inconvenient forum.
12.7. Notices. Any notices that may be provided pursuant or required by this Agreement shall be delivered to (i) You by certified mail or by e-mail at the address or e-mail listed in Your Account, as applicable, and/or through Your Account; and (ii) to SafeDK by certified mail at 6 Hahoshlim St., Herzliya 4672406, Israel or by e-mail at firstname.lastname@example.org (provided, however, that messages delivered by e-mail after recipient's working hours or during any holiday shall be deemed to have been given on the next working day after transmission).
12.8. Interpretation. The Section headings and subheadings contained in this Agreement are included for convenience only, and shall not limit or otherwise affect the terms and conditions of this Agreement. Any construction or interpretation to be made of this Agreement shall not be construed against the drafter.
12.9. Entire Agreement, and Amendments and Updates. This Agreement embodies the terms and conditions for Your engagement with SafeDK. SafeDK reserves the right to amend and update this Agreement from time to time (including by modification, deletion and/or addition of any portion thereof), and the access to Your Account and/or to the Marketplace after any such amendment and update will be subject to the then most current version of this Agreement, and such most current version shall supersede all earlier versions.
In case You have any queries regarding this Agreement, You may contact SafeDK at email@example.com.
Last Updated: March, 2017