This Software Developer Agreement (“Agreement”) is made between you (either an individual or an entity, referred to herein as “you”) and Reclaim Hosting (as defined below) and governs your access to and use of the Licensed Material (as defined below). Your use of Reclaim’s websites, SMS, APIs, Installers, email notifications, applications, buttons, embeds, ads, and our other covered services is governed by our general Terms of Service and Privacy Policy.
PLEASE READ THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY, INCLUDING ANY LINKED TERMS REFERENCED BELOW, WHICH ARE PART OF THIS LICENSE AGREEMENT. BY USING THE LICENSED MATERIAL, YOU ARE AGREEING THAT YOU HAVE READ, AND THAT YOU AGREE TO COMPLY WITH AND TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT AND ALL APPLICABLE LAWS AND REGULATIONS IN THEIR ENTIRETY WITHOUT LIMITATION OR QUALIFICATION. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, THEN YOU MAY NOT ACCESS OR OTHERWISE USE THE LICENSED MATERIAL. THIS AGREEMENT IS EFFECTIVE AS OF THE FIRST DATE THAT YOU USE THE LICENSED MATERIAL (“EFFECTIVE DATE”).
IF YOU ARE AN INDIVIDUAL REPRESENTING AN ENTITY, YOU ACKNOWLEDGE THAT YOU HAVE THE APPROPRIATE AUTHORITY TO ACCEPT THIS AGREEMENT ON BEHALF OF SUCH ENTITY. YOU MAY NOT USE THE LICENSED MATERIAL AND MAY NOT ACCEPT THIS AGREEMENT IF YOU ARE NOT OF LEGAL AGE TO FORM A BINDING CONTRACT WITH RECLAIM, OR YOU ARE BARRED FROM USING OR RECEIVING THE LICENSED MATERIAL UNDER APPLICABLE LAW.
Subject to the terms and conditions in this Agreement (as a condition to the grant below), Reclaim hereby grants you and you accept a non-exclusive, royalty free, non-transferable, non-sublicensable, revocable license solely to:
You hereby grant Reclaim Hosting and Reclaim Hosting accepts a non-exclusive, royalty free, non-transferable, non-sublicensable revocable license to access, index, and cache by any means, including web spiders and/or crawlers, any webpage or applications on which you display Reclaim Content.
Your use of the Licensed Material is further subject to and governed by the following terms and conditions:
These terms are collectively referred to herein as the “Incorporated Developer Terms”. You agree to the Incorporated Developer Terms, which are hereby incorporated by reference. In the event of a conflict between the Incorporated Developer Terms and this Agreement, this Agreement shall control. None of the Incorporated Developer Terms expand or extend the license to the Reclaim Hosting services granted in this Agreement.
A. Reverse Engineering and other Restrictions. You agree to use the Reclaim Hosting API and associated services offered on an “as is” basis and will not attempt to reverse engineer, circumvent or otherwise bypass or exploit services offered.
B. Commercial Use Restrictions. Reclaim’s services are provided for the benefit of all clients and customers and you agree that you will not charge, sell, license or otherwise limit or restrict services offered in exchange for compensation.
C. Rate Limits. You will not attempt to exceed or circumvent limitations on access, calls and use of the Reclaim Hosting API (“Rate Limits”), or otherwise use the Reclaim API in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of this Agreement.
D. Location Data. You will not (and you will not allow others to) aggregate, cache, or store location data and other geographic information contained in the Reclaim Content.
E. Security. You will maintain the security of the Reclaim Hosting API and will not make available to a third party, any token, key, password or other login credentials to the Reclaim Hosting API. You will use industry standard security measures to prevent unauthorized access or use of any of the features and functionality of the Reclaim Hosting API, including access by viruses, worms, or any other harmful code or material. Additionally, you will keep Reclaim Content (including, where applicable, personal data) confidential and secure from unauthorized access by using industry-standard organizational and technical safeguards for such data, and with no less care than it uses in connection with securing similar data you store. You will immediately notify Reclaim Hosting and consult and cooperate with investigations, assist with any required notices, and provide any information reasonably requested by Reclaim Hosting if you know of or suspects any breach of security or potential vulnerability related to the Licensed Material and will promptly remedy such breach or potential vulnerability resulting from Your access to the Licensed Material.
A. Updates. You acknowledge that Reclaim Hosting (or associated software and service providers) may update or modify the Licensed Materials from time to time, and at its sole discretion (in each instance, an “Update”). You are required to implement and use the most current version of the Licensed Materials and to make any changes to your Services that are required as a result of such Update, at your sole cost and expense. Updates may adversely affect the manner in which your Services access or communicate with the Reclaim Hosting API or display Reclaim Hosting Content. Your continued access or use of the Licensed Materials following an update or modification will constitute binding acceptance of the Update.
B. Removals. If Reclaim Hosting Content is deleted, gains protected status, or is otherwise suspended, withheld, modified, or removed from the Reclaim Hosting Applications (including removal of location information), you will make all reasonable efforts to delete or modify such Reclaim Content (as applicable) as soon as possible, and in any case within 24 hours after a written request to do so by Reclaim Hosting or by a Reclaim Hosting user/client with regard to their Content, unless prohibited by applicable law or regulation and with the express written permission of Reclaim Hosting.
C. Ongoing Maintenance and Patching. You acknowledge that software updates are a continued requirement within an ecosystem that relies upon other products and services. As such, it is expected that you will update and maintain your product on a recurring basis and no less than annually.
Reclaim Hosting reserves the right to periodically review all applications and custom products. Upon review, if vulnerabilities or impacting issues are found that affect (or involve) your application, Reclaim Hosting will notify you of the issue with the expectation you will patch or update your product and submit for review within a timely fashion. Issues are evaluated on a case-by-case basis, and in circumstances where vulnerabilities are severe or present risk to the customer or other systems, Reclaim Hosting reserves the right to temporarily remove your product until such time as it has been updated successfully.
D. Support. Reclaim Hosting works to provide support to all of its customers and to conduct basic triage, troubleshooting and assistance. However, for in-depth (“2nd tier or 3rd tier”) support related to your application, Reclaim Hosting reserves the right to redirect customers directly to you for investigation or remediation of issues. Reclaim Hosting will utilize the email address that you have provided for support purposes, with the expectation that you will assist customers in resolving their application-specific problems in a best-effort manner.
A. Ownership. The Licensed Material is licensed, not sold, and Reclaim Hosting retains and reserves all rights not expressly granted in this Agreement. You expressly acknowledge that Reclaim Hosting, its licensors and its end users retain all worldwide right, title and interest in and to the Licensed Material, including all rights in patents, trademarks, trade names, copyrights, trade secrets, know-how, data (including all applications therefor), and all proprietary rights under the laws of the United States, any other jurisdiction or any treaty (“IP Rights”). You agree not to do anything inconsistent with such ownership, including without limitation, challenging Reclaim’s ownership of the Reclaim Hosting Marks, challenging the validity of the licenses granted herein, or otherwise copying or exploiting the Reclaim Hosting Marks during or after the termination of this Agreement, except as specifically authorized herein. If you acquire any rights in the Reclaim Hosting Marks or any confusingly similar marks, by operation of law or otherwise, you will, at no expense to Reclaim Hosting, immediately assign such rights to Reclaim Hosting.
B. Feedback. You may provide Reclaim with comments concerning the Licensed Material, Reclaim Applications or your evaluation and use thereof (collectively, “Feedback”). You hereby grant Reclaim all rights, title and ownership of such Feedback (including all intellectual property rights therein), and Reclaim may use the Feedback for any and all commercial and non-commercial purposes with no obligation of any kind to you.
Reclaim may immediately terminate or suspend this Agreement, any rights granted herein, and/or your license to the Licensed Materials, at its sole discretion at any time, for any reason by providing notice to you. You may terminate this Agreement at any time by ceasing your access to the Reclaim Hosting API and use of all Reclaim Content. Upon termination of this Agreement, (a) all licenses granted herein immediately expire and you must cease use of all Licensed Materials; and (b) you shall permanently delete all Licensed Material and Reclaim Hosting Marks in all forms and types of media, and copies thereof, in your possession. The parties to this Agreement will not be liable to each other for any damages resulting solely from termination of this Agreement as permitted under this Agreement. Sections II (Restrictions on Use of Licensed Materials), IV (Ownership and Feedback), V (Termination), VI (Confidentiality), VII (Compliance Audit), VIII (Warranty Disclaimer), IX (Indemnification), X (Limitation of Liability) and XII (Miscellaneous) of this Agreement will survive the termination of this Agreement.
You may be given access to certain non-public information, software, and specifications relating to the Licensed Material (“Confidential Information”), which is confidential and proprietary to Reclaim Hosting. You may use this Confidential Information only as necessary in exercising your rights granted in this Agreement. You may not disclose any of this Confidential Information to any third party without Reclaim’s prior written consent. You agree that you will protect this Confidential Information from unauthorized use, access, or disclosure in the same manner that you would use to protect your own confidential and proprietary information of a similar nature and in no event with less than a reasonable degree of care.
Reclaim, or a third party agent subject to obligations of confidentiality, shall be entitled to inspect and audit any records or activity related to your access to the Licensed Material for the purpose of verifying compliance with this Agreement. Reclaim may exercise its audit right at any time upon notice. You will provide your full cooperation and assistance with such audit and provide access to all Licensed Material in your possession or control, applicable agreements and records. Without limiting the generality of the foregoing, as part of the audit, Reclaim may request, and you agree to provide, a written report, signed by an authorized representative, listing your then-current deployment of the Licensed Material and Reclaim Content. The rights and requirements of this section will survive for one (1) year following the termination of this Agreement.
THE LICENSED MATERIAL IS PROVIDED TO YOU “AS IS”, “WHERE IS”, WITH ALL FAULTS AND EACH PARTY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES OR CONDITIONS ARISING OUT OF THIS AGREEMENT, COURSE OF DEALING OR USAGE OF TRADE. RECLAIM HOSTING DOES NOT WARRANT THAT THE LICENSED MATERIAL OR ANY OTHER RECLAIM PRODUCT OR SERVICE PROVIDED HEREUNDER WILL MEET ANY OF YOUR REQUIREMENTS OR THAT USE OF SUCH LICENSED MATERIAL OR OTHER PRODUCTS OR SERVICES WILL BE ERROR-FREE, UNINTERRUPTED, VIRUS-FREE OR SECURE. THIS DISCLAIMER OF WARRANTY MAY NOT BE VALID IN SOME JURISDICTIONS AND YOU MAY HAVE WARRANTY RIGHTS UNDER LAW WHICH MAY NOT BE WAIVED OR DISCLAIMED. ANY SUCH WARRANTY EXTENDS ONLY FOR THIRTY (30) DAYS FROM THE EFFECTIVE DATE OF THIS AGREEMENT (UNLESS SUCH LAW PROVIDES OTHERWISE).
You will indemnify, defend, and hold harmless Reclaim Hosting, its affiliates, officers, directors, members, from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys’ fees) arising out of any third party claim arising from your breach of performance, failure to safeguard personal and private information and data, or your infringement or misappropriation of any patent, copyright, trade secret or any liability stemming from information of any third party. You will also indemnify, defend and hold harmless Reclaim Hosting for any obligations and liability from: (i) use of the Services in a modified form or in combination with materials not furnished by Reclaim Hosting, and (ii) any content, information or data provided by you, End Users or other third parties.
IN NO EVENT WILL RECLAIM HOSTING BE LIABLE TO YOU OR ANY END USERS FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES OR ANY LOSS OF OR DAMAGE TO USE, DATA, BUSINESS, GOODWILL OR PROFITS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT. IN ANY CASE, RECLAIM HOSTING’S AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS UNDER THIS AGREEMENT WILL NOT EXCEED $50.00 USD. THE FOREGOING LIMITATIONS, EXCLUSIONS AND DISCLAIMERS SHALL APPLY REGARDLESS OF WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT RECLAIM HOSTING HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. INSOFAR AS APPLICABLE LAW PROHIBITS ANY LIMITATION ON LIABILITY HEREIN, THE PARTIES AGREE THAT SUCH LIMITATION WILL BE AUTOMATICALLY MODIFIED, BUT ONLY TO THE EXTENT SO AS TO MAKE THE LIMITATION COMPLIANT WITH APPLICABLE LAW. THE PARTIES AGREE THAT THE LIMITATIONS ON LIABILITIES SET FORTH HEREIN ARE AGREED ALLOCATIONS OF RISK AND SUCH LIMITATIONS WILL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
Reclaim Hosting may update or modify this Agreement or any of the Incorporated Terms from time to time at its sole discretion by posting the changes on this site or by otherwise notifying you (such notice may be via email). You acknowledge that these updates and modifications may adversely affect how your Service accesses or communicates with the Reclaim Hosting API. If any change is unacceptable to you, your only recourse is to cease all use of the Licensed Material. Your continued access or use of the Licensed Material will constitute binding acceptance of such updates and modifications.
A. Assignment. You may not assign any of the rights or obligations granted hereunder, in whole or in part, whether voluntarily or by operation of law, contract, merger (whether you are the surviving or disappearing entity), stock or asset sale, consolidation, dissolution, through government action or otherwise, except with the prior written consent of Reclaim Hosting. Any attempted assignment in violation of this paragraph is null and void, and Reclaim may terminate this Agreement.
B. User Protection. Unless explicitly approved otherwise by Reclaim Hosting in writing, you may not use, or knowingly display, distribute, or otherwise make Reclaim Content, or information derived from Reclaim Content, available to any entity for the purpose of: (a) conducting or providing surveillance or gathering intelligence, including but not limited to investigating or tracking Reclaim Hosting users or Reclaim Content; (b) conducting or providing analysis or research for any unlawful or discriminatory purpose, or in a manner that would be inconsistent with Reclaim Hosting users’ reasonable expectations of privacy; (c) monitoring sensitive events (including but not limited to protests, rallies, or community organizing meetings); or (d) targeting, segmenting, or profiling individuals based on sensitive personal information, including their health (e.g., pregnancy), negative financial status or condition, political affiliation or beliefs, racial or ethnic origin, religious or philosophical affiliation or beliefs, sex life or sexual orientation, trade union membership, Reclaim Content relating to any alleged or actual commission of a crime, or any other sensitive categories of personal information prohibited by law.
C. Compliance with Laws; Export and Import. Each party will comply with all applicable foreign, federal, state, and local laws, rules and regulations, including without limitation, all applicable laws relating to bribery and/or corruption. The Licensed Material is subject to U.S. export laws and may be subject to import and use laws of the country where it is delivered or used. You agree to abide by these laws. Under these laws, the Licensed Material may not be sold, leased, downloaded, moved, exported, re-exported, or transferred across borders without a license, or approval from the relevant government authority, to any country or to any foreign national restricted by these laws, including countries embargoed by the U.S. Government (currently Cuba, Iran, North Korea, Northern Sudan and Syria); or to any restricted or denied end-user including, but not limited to, any person or entity prohibited by the U.S. Office of Foreign Assets Control; or for any restricted end-use. You will maintain all rights and licenses that are required with respect to your Services.
D. Data Processing Agreement. To the extent that you receive any European Data, you agree that in addition to this Agreement, the Reclaim Hosting Data Processing Agreement located at https://www.reclaimhosting.com/contracts/data-processing-agreement/ shall apply to European Data and is hereby incorporated by reference.
E. Governing Law; Dispute Resolution. This Agreement is governed by Virginia law, excluding that state’s choice of law rules. FOR ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE PARTIES CONSENT TO PERSONAL JURISDICTION IN, AND THE EXCLUSIVE VENUE OF, THE COURTS IN VIRGINIA.
F. Severability. If any part of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the remaining provisions of this Agreement will remain in full force and effect.
G. Entire Agreement. This Agreement constitutes the entire agreement among the parties with respect to the subject matter and supersedes and merges all prior proposals, understandings and contemporaneous communications. Any modification to this Agreement must be in a writing signed by both you and Reclaim Hosting, LLC. This Agreement does not create or imply any partnership, agency or joint venture.
