Thank you for using the CounterPath Application Programming Interfaces (the "CounterPath APIs"). By using the CounterPath API package, you agree to the terms below; the CounterPath API package may include, but is not limited to, documentation, API wrappers and sample applications. If you disagree with any of these terms, CounterPath does not grant you a license to use the CounterPath APIs. We reserve the right to update and change these terms from time to time without notice. You can always find the most recent version of these terms here http://www.counterpath.com/apitou.
Your license to the CounterPath APIs under these terms continues until it is terminated by either party. You may terminate the license by discontinuing use of all or any of the CounterPath APIs. CounterPath may terminate the license at any time for any reason. Your rights to use the CounterPath APIs terminate automatically if (i) you violate any of these terms, (ii) CounterPath publicly posts a written notice of termination on www.counterpath.com, (iii) CounterPath sends a written notice of termination to you, or (iv) CounterPath disables access to the CounterPath APIs to you.
- Licensed Uses and Restrictions.
The CounterPath APIs are owned by CounterPath Corporation (hereinafter "CounterPath") and are licensed to you on a worldwide (except as limited below), non-exclusive, non-sublicenseable basis on the terms and conditions set forth herein. These terms define legal use of the CounterPath APIs, all updates, revisions, and substitutions, of the CounterPath APIs made by or for you. All rights not expressly granted to you are reserved by CounterPath.
You shall not:
i. Use CounterPath APIs for any application that replicates or attempts to replace the essential user experience of counterpath.com.
ii. Use CounterPath APIs for any application that constitutes, promotes or is used in connection with spyware, adware, other malicious programs or code.
iii. Use CounterPath APIs in any manner or for any purpose that violates any law or regulation, any right of any person, including but not limited to intellectual property rights, rights of privacy, or rights of personality.
iv. Use CounterPath APIs in a manner that adversely impacts the stability of CounterPath’s servers or adversely impacts the behavior of other applications using the CounterPath APIs.
v. Sell, lease, or sublicense CounterPath APIs or access thereto or derive revenues from the use or provision of CounterPath APIs, whether for direct commercial or monetary gain or otherwise, except as set forth below.
vi. Export any application using the CounterPath APIs to any country to which the United States or Canada prohibits the export of such goods, technology, or services or to nationals of those countries, wherever located.
- Attribution.
a. You shall not use "CounterPath"; “Bria”; “eyebeam”, or any CounterPath trademarks in the hostname of your application, i.e. CounterPath.mydomain.com
b. You shall place the following notice prominently on your application: "This product uses the CounterPath API but is not endorsed or certified by CounterPath."
c. You may not use the CounterPath logo or other CounterPath trademarks without specific written permission from CounterPath.
d. Any use of the CounterPath logo in your application shall be less prominent than the logo or mark that primarily describes the application and your use of the CounterPath logo shall not imply any endorsement by CounterPath.
- Ownership and Relationship of Parties.
The CounterPath APIs may be protected by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of the U.S. and other countries. CounterPath's rights apply to the CounterPath APIs and all output and executables of the CounterPath APIs, excluding any software components developed by you which do not themselves incorporate the CounterPath APIs or any output or executables of the CounterPath APIs. You agree to abide by all applicable proprietary rights laws and other laws, as well as any additional copyright notices or restrictions contained in these terms. CounterPath owns all rights, title, and interest in and to the CounterPath APIs. These terms grant you no right, title, or interest in any intellectual property owned or licensed by CounterPath, including (but not limited to) the CounterPath APIs and CounterPath trademarks.
- Support.
CounterPath may elect to provide you with support or modifications for the CounterPath APIs (collectively, "Support"), in its sole discretion, and may terminate such Support at any time without notice to you. CounterPath may change, suspend, or discontinue any aspect of the CounterPath APIs at any time, including the availability of any CounterPath APIs. CounterPath may also impose limits on certain features and services or restrict your access to parts or all of the CounterPath APIs or the CounterPath Web site without notice or liability.
Any sample application code provided by CounterPath is intended to be used “as is”, with no support provided by CounterPath.
- Fees and Payments.
CounterPath is committed to free and open access to our APIs for commercial and non-commercial purposes. However, providing the APIs does have real costs for CounterPath. For uses of CounterPath APIs over a certain rate or for certain types of commercial applications, CounterPath reserves the right to charge fees for future use of or access to the CounterPath APIs.
- Disclaimer of Any Warranty.
COUNTERPATH DOES NOT REPRESENT OR WARRANT THAT ANY COUNTERPATH APIS ARE FREE OF INACCURACIES, ERRORS, BUGS, OR INTERRUPTIONS, OR ARE RELIABLE, ACCURATE, COMPLETE, OR OTHERWISE VALID.
THE COUNTERPATH APIS AND ASSOCIATED SAMPLE APPLICATIONS ARE PROVIDED "AS IS" WITH NO WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND AND COUNTERPATH EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABLILTIY, SECURITY, TITLE AND/OR NON-INFRINGEMENT.
YOUR USE OF COUNTERPATH APIS IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE USE OF ANY COUNTERPATH APIS INCLUDING, BUT NOT LIMITED TO, ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA.
COUNTERPATH DOES NOT PROVIDE SUPPORT FOR THE SAMPLE APPLICATIONS. TO OBTAIN A COPY OF THE OFFICIAL VERSION OF THE TERMS OF USE FOR COUNTERPATH APIS, PLEASE CONTACT COUNTERPATH FOR DETAILS.
- Limitation of Liability.
COUNTERPATH SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH USE OF THE COUNTERPATH APIS, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE), OR ANY OTHER PECUNIARY LOSS, WHETHER OR NOT COUNTERPATH HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. UNDER NO CIRCUMSTANCES SHALL COUNTERPATH BE LIABLE TO YOU FOR ANY AMOUNT.
- Exclusions and Limitations.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 6 AND 7 MAY NOT APPLY TO YOU.
- Release and Waiver.
To the maximum extent permitted by applicable law, you hereby release and waive all claims against CounterPath, and its subsidiaries, affiliates, officers, agents, licensors, or other partners, and employees from any and all liability for claims, damages (actual and/or consequential), costs and expenses (including litigation costs and attorneys' fees) of every kind and nature, arising from or in any way related to your use of CounterPath APIs. You understand that any fact relating to any matter covered by this release may be found to be other than now believed to be true and you accept and assume the risk of such possible differences in fact. In addition, you expressly waive and relinquish any and all rights and benefits which you may have under any other state or federal statute or common law principle of similar effect, to the fullest extent permitted by law.
- Hold Harmless and Indemnity.
To the maximum extent permitted by applicable law, you agree to hold harmless and indemnify CounterPath and its subsidiaries, affiliates, officers, agents, licensors, or other partners, and employees from and against any third party claim arising from or in any way related to your use of CounterPath APIs, including any liability or expense arising from all claims, losses, damages (actual and/or consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. CounterPath shall use good faith efforts to provide you with written notice of such claim, suit or action.
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General Terms.
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Relationship of the Parties. Notwithstanding any provision hereof, for all purposes of the Terms of Use, you and CounterPath shall be and act independently and not as partner, joint venturer, agent, employee or employer of the other. You shall not have any authority to assume or create any obligation for or on behalf of CounterPath, express or implied, and you shall not attempt to bind CounterPath to any contract.
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Invalidity of Specific Terms. If any provision of the Terms of Use is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision and the other provisions of such documents remain in full force and effect.
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Location of Lawsuit and Choice of Law. The Terms of Use and the relationship between you and CounterPath shall be governed by the laws of the Province of British Columbia without regard to its conflict of law provisions. You and CounterPath agree to submit to the personal jurisdiction of the courts located within the city of Vancouver, British Columbia.
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No Waiver of Rights by CounterPath. CounterPath's failure to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision.
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Miscellaneous. The section headings and subheadings contained in this agreement are included for convenience only, and shall not limit or otherwise affect the terms of these Terms of Use. Any construction or interpretation to be made of these Terms of Use shall not be construed against the drafter. These Terms of Use constitute the entire agreement between CounterPath and you with respect to the subject matter hereof.