This M2M Software Development Kit license (this "License") governs the use of Verizon Wireless' proprietary Wireless Network Services ("WNS" or the "Services") Software Development Kits ( "SDK" or "WNS SDK") and documentation made available under license by Cellco Partnership d/b/a Verizon Wireless ("Verizon"). The WNS SDK consists of the Web Services Description Language ("WSDL") files, sample code, and HTML documentation containing graphical representations of the XML schemas for the Verizon application programming interfaces ("APIs").
Carrier-certified devices or modules needed for basic WNS development and testing may be obtained from the manufacturers thereof. Terms applicable to the use of such devices or modules are as set forth in the documentation accompanying such devices or modules.
This License is a legally binding agreement between Verizon and you ("You" or "you") and applies to the use of any of the materials contained in the WNS SDK, all of which constitute confidential and proprietary information of Verizon and are made available only with approval of Verizon, and may be delivered in tangible media or downloaded from a website to which access is granted by Verizon, and only for the purpose of assisting developers in designing, developing, creating, testing or modifying applications (the "Authorized Applications") designed to operate with the Services, (referred to herein as the "Permitted Use"). If any element of the SDK is installed on any computer owned by a corporation or other legal entity, this License is formed by and between Verizon and such entity, and the individual accepting this License represents and warrants to Verizon that he/she has the authority to bind such entity to the terms and conditions set forth in this License. This License applies to any updates, supplements or support services for this SDK, unless other terms accompany those items, in which case such other terms shall apply to the extent that they differ from or are in addition to the terms of this WNS SDK.
BY INSTALLING, ACCESSING OR OTHERWISE USING THE WNS SDK, YOU ACCEPT AND AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE, INCLUDING ALL RESTRICTIONS HEREIN, AND CONSENT TO THE TRANSMISSION OF CERTAIN COMPUTER INFORMATION DURING USE AND FOR INTERNET-BASED SERVICES. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE, DO NOT INSTALL, ACCESS OR USE THE WNS SDK OR THE APIs.
1) INSTALLATION AND USE. You may use the SDK on an internal basis only on your devices and reproduce a reasonable number of copies of the SDK, including the documentation, provided that you reproduce only complete copies, including, without limitation, all "read me" files, copyright notices, and other legal notices and terms that Verizon has included in the SDK, and any such copy(ies) shall be only for your use for the Permitted Use and not that of any third party. You agree not to, and not to allow any third party to, reverse engineer, disassemble, decompile or translate any software contained in the SDK which is not provided by Verizon in source code format, or otherwise attempt to derive the source code thereof.
2) RESTRICTIONS. You may not charge users of an Authorized Application any fee to access or use the Services from within your Authorized Application. You may not license, transfer, or assign any rights or grant any access to the SDK to any third party, disclose theSDK, or any part thereof, to any third party, or grant any access to the Services to any third party.
3) DISTRIBUTABLE CODE. Unless otherwise provided, if the SDK contains or permits access to other Verizon programs, this License applies to your use of those programs, except to the extent that the program(s) have terms that differ from or are in addition to the terms of this License, in which case those terms shall apply solely with respect to the program(s) that those terms accompany. The SDK contains code that you are permitted to include in Authorized Applications subject to compliance with the terms below.
a) Right to Use and Distribute. The sample code, demo program, WSDL files, and Verizon APIs are "Distributable Code" and are subject to the following:
1) Sample Code. You may modify, copy, and internally distribute the source code form of code marked as "reference implementation" in the SDK.
2) Redistribution. You may permit distributors of Authorized Applications to copy and distribute the Distributable Code as part of the Authorized Applications.
b) Distribution Requirements. For any Distributable Code distributed as permitted herein, you must require distributors and external end users to agree to terms that protect Verizon at least as much as this License and to indemnify the Verizon Indemnified Parties for all costs (including costs of counsel) and to defendand hold the Verizon Indemnified Parties harmless from and against all losses, claims, liabilities, damages or fees, including attorneys' fees ("Losses") arising out of, resulting from, or relating to any claims related to the distribution or use of Authorized Applications. The Verizon Indemnified Parties are Verizon, its affiliates, its suppliers and their respective directors, officers, employees and agents.
c) Distribution Restrictions. You may not: (i) alter any copyright, trademark or patent notice in the Distributable Code; (ii) use Verizon's trademarks in the name or description of any application or in a way that suggests such application is a product or service of, or is endorsed by, Verizon; (iii) include Distributable Code in malicious, deceptive or unlawful applications; or (iv)modify, distribute or convey any Distributable Code so that the Distributable Code or any application to which it links, or of which it is a part, becomes subject to an Excluded License. An Excluded License is one that requires, as a condition of license, use, modification, distribution or conveyance, that the code be disclosed or distributed in source code form, that others have the right to modify or create derivative works of it, and/or that it becomes redistributable at no charge.
4) INTERNET-BASED SERVICES. The Services may rely on internet-based communications which may change or be cancelled at any time. You may not use this SDK or the Services in any way that could harm the Services or impair anyone else's use of it. You may not use the SDK or the Services to attempt to gain unauthorized access to any service, data, account or network by any means. Some SDK features, such as the APIs, connect to Verizon computer systems over the Internet. In some cases, you will not receive a separate notice when they connect. By using this SDK, you consent to the transmission of this information.
5) EXPORT RESTRICTIONS. You acknowledge that all software, source code and technology (collectively, "Products") obtained from Verizon are subject to the U.S. and other government export control and economic sanctions laws. You assure that you are not, nor do you anticipate being, listed on any U.S. Government, United Nations, or other country's prohibited parties list (including but not limited to the U.S. Department of Commerce Denied Persons List or Entity List and the U.S. Treasury Department's Specially Designated Nationals, Terrorists or Narcotics Traffickers List). You assure that you will not directly or indirectly export, re-export, transfer or release (collectively, "Export") any Products or direct product thereof to any destination, person, entity or end use, including but not limited to nuclear, chemical, or biological weapons, prohibited or restricted under U.S. or other applicable laws without prior U.S. or other applicable government authorization to the extent required by applicable regulation. The U.S. government maintains embargoes and sanctions against certain countries, currently Cuba, Iran, North Korea, Sudan and Syria, but any amendments to the list of countries under a U.S. embargo or sanction shall apply. You shall not Export Products listed in Supplement 2 to part 744 of the EAR for military end-uses, as defined in part 744.21, to the People's Republic of China. You further acknowledge that other countries may have trade laws pertaining to the Export, import, use or distribution of Products, and that compliance with the same is your responsibility. You assure that you will not re-export or divert this software to a country or activity in contravention of U.S. law. Diversion contrary to U.S. law is prohibited. This Section shall survive any expiration or termination of this License.
6) SUPPORT. Verizon is not obligated to provide any technical or other support ("Support Services") for the SDK or Services to you, but it may do so in its sole discretion. With respect to any technical or other information you provide to Verizon in connection with Support Services, you agree that Verizon has an unrestricted right to use such information for its business purposes, including for product support and development.
7) TERMINATION. Verizon may, in its sole discretion, terminate or suspend access to the APIs and Services to you or any end user at any time in the event you breach any of the terms of this License or if Verizon becomes aware of any abuse or unauthorized use, disclosure or copying of the SDK or the Services by you or such end user. In such event, you will delete the SDK from all of your systems and destroy any tangible copies thereof, and provide an officer's certificate of compliance. You acknowledge that termination and/or monetary damages may not be a sufficient remedy for a breach of this License and that Verizon will be entitled, without waiving any other rights or remedies, to injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction in the event of a breach. This Section and Sections 8 through 14, inclusive, will survive termination of this License or any discontinuation of the offering of the SDK, APIs or Services, along with any other provisions that would reasonably be deemed to survive such events.
8) INTELLECTUAL PROPERTY. Except for the rights expressly granted under this License, Verizon and its suppliers retain all right, title and interest in and to the SDK, APIs, Services, and all intellectual property rights therein. No other rights are granted to you, including, but not limited to, any rights under patents, trademarks, copyrights or trade secrets. You are not authorized to alter, modify, copy, edit, format, create derivative works of, or otherwise use any materials, content or technology provided under this License except as explicitly provided in this License or approved in advance in writing by Verizon.
9) INDEMNIFICATION. You agree to indemnify the Verizon Indemnified Parties for all costs (including costs of counsel and defend and hold the Verizon Indemnified Parties harmless from and against all Losses arising out of, resulting from, or relating to (i) any use, reproduction or distribution of the SDK or any part thereof, as modified or integrated by you, or any of your development, testing or other activities utilizing the SDK, which causes an infringement of any intellectual property right of any third party, (ii) the download, distribution, installation, storage, execution, use or transfer by any person or entity of any software, products, documentation, content, materials or derivative works provided by you, and/or (iii) any breach of this License by you, including, without limitation, any misuse or unauthorized disclosure or copying of the SDK or the Services.
10) CONFIDENTIALITY. The SDK, its contents and all information licensed hereunder or to which you are granted access hereunder are confidential and proprietary to Verizon. Except as expressly permitted in this License, you agree not to disclose or permit the disclosure of the SDK or any part thereof to any third party without the prior written consent of Verizon.
11) MODIFICATIONS; NOTICES. Verizon reserves the right to modify the SDK, APIs or Services at any time at its sole discretion. If Verizon amends this License or any terms hereof, Verizon shall make reasonable efforts to notify you. If you do not agree to the change, you must stop using the SDK, the Services and APIs immediately. If you do not stop using the SDK, Services or APIs, your use thereof will continue under this License as amended. Verizon may provide notices, at Verizon's option, by posting on any portion of the Verizon website or by electronic mail to any e-mail address you have provided to Verizon.
12) ENTIRE AGREEMENT. If you signed a Non-Disclosure Agreement with Cellco Partnership d/b/a Verizon Wireless (an "NDA"), that NDA, as it may be amended from time to time, and this License constitute the entire agreement with respect to the SDK, the Services and the APIs, and your rights to access and use the same. Any conflict between such NDA and this License shall be resolved by reference to and controlled by this License with respect to use of the SDK and the Services.
13) APPLICABLE LAW AND LEGAL EFFECT. New York state law governs the interpretation of this License and applies to claims for breach of it, regardless of conflict of laws principles. This License describes certain legal rights. You may have other rights under your local laws, in which case this License does not change your rights under such laws if not legally permissible.
14) DISCLAIMER OF WARRANTY. THE SDK IS LICENSED "AS-IS." YOU BEAR THE RISK OF USING IT. VERIZON GIVES NO EXPRESS OR IMPLIED WARRANTIES, GUARANTEES, OR CONDITIONS AND DISCLAIMS AND EXCLUDES ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. VERIZON DOES NOT WARRANT THAT THE SDK OR THE SERVICES WILL MEET YOUR NEEDS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY DEFECTS THEREIN WILL BE CORRECTED. FURTHER, VERIZON DOES NOT WARRANT OR MAKE ANY REPRESENTATION REGARDING THE USE OF THE SDK OR THE SERVICES IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. NO ORAL OR WRITTEN ADVICE OR INFORMATION GIVEN BY VERIZON OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY OR MAY BE LIMITED.
15) LIMITATION AND EXCLUSION OF REMEDIES AND DAMAGES. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAWS, UNDER NO CIRCUMSTANCES, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, SHALL VERIZON, ITS AFFILIATES, VERIZON WIRELESS OR THEIR DIRECTORS, OFFICERS, EMPLOYEES OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION AND SIMILAR LOSSES) ARISING OUT OF OR IN CONNECTION WITH THE SDK OR THE SERVICES, EVEN IF VERIZON HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY OR MAY BE LIMITED. VERIZON HAS NO OBLIGATION TO DEFEND OR INDEMNIFY YOU UNDER THIS LICENSE. IN NO EVENT WILL VERIZON' TOTAL AGGREGATE LIABILITY TO YOU FOR ANY AND ALL DAMAGES, LOSSES, CLAIMS AND CAUSES OF ACTION, (WHETHER IN CONTRACT, TORT, INCLUDING NEGLIGENCE, INDEMNIFICATION OR OTHERWISE) EXCEED ONE HUNDRED DOLLARS (US$100.00), EXCEPT IN JURISDICTIONS WHERE SUCH LIMITATION IS NOT PERMITTED BY LAW.
16) GOVERNMENT END USERS. If you are acting on behalf of an agency or instrumentality of the US government, this SDK is "commercial computer software" and "commercial computer software documentation," as applicable, developed exclusively at private expense by Verizon; accordingly, pursuant to FAR 12.212 or DFARS 227 7202 and their successors, as applicable, the use, reproduction and disclosure thereof is governed by the terms of this License.
17) PUBLICITY. No use of your name, logo or trademarks shall be used by Verizon without your consent. No right to use the Verizon name, logo or trademarks is granted to You under this License. If you wish to learn more about the requirements that you must meet to use Verizon's name or logo on any materials related to an Authorized Application developed by you for use with the Services, you may contact Verizon at M2Mdeveloper@verizon.com
for more information.