This Developer Agreement (“Agreement”) is a legal contract between you, a software developer of at least 13 years of age ("Developer”) and Widgetbox, Inc. ("Widgetbox") regarding your registration of software on the Widgetbox web site ("Widgetbox Site"). All references to “us,” “our” and “Widgetbox” in this Agreement are intended to refer to Widgetbox, Inc. and its affiliate entities. All references to “you,” “your” and “Developer” in this Agreement are intended to refer to the Developer. Widgetbox, Inc. located at: 1000 Sansome Street, Suite 250, San Francisco, CA 94111 or through the Contact Us link.
1. Modification of this Agreement. Widgetbox reserves the right, at our discretion, to change, modify, add, or remove portions of this Agreement at any time without notice. Any new features that augment or enhance the current site, including the release of new tools and resources, shall be subject to this Agreement. Please check this Agreement periodically for changes. Your maintenance of registered software or you registration of additional software on the Widgetbox Site after the posting of changes constitutes your binding acceptance of such changes. For any material changes to this Agreement, such amended terms will automatically be effective thirty days after they are initially posted on the Widgetbox Site.
3. Widget Registration and Acceleration.
- 3.1 Definition of Widgets. Widgetbox permits Developers to register software in which Developer has the necessary rights for other users of the Widgetbox Site to utilize (“Widgets”).
- 3.2 Ownership, Limited License Grants.
- (a) Limited License Grant to Widgetbox. By registering Widgets on the Widgetbox Site, you hereby grant to Widgetbox a worldwide, non-exclusive, transferable, assignable, fully paid-up, royalty-free, perpetual, and irrevocable license to use, display, reproduce, distribute (by any means including electronic distribution via the Internet), modify, and exploit the Widgets that you register pursuant to this Agreement. Further, in the event that any third party offers to acquire any Widget from Developer, Developer shall notify Widgetbox of such offer and Widgetbox shall have a right of first refusal to purchase such Widget from Developer. Following Developer's notification of Widgetbox, Developer and Widgetbox shall negotiate in good faith with respect to such Widget for a period of 30 days or until such time as Widgetbox declines in writing to purchase such Widget, whichever is sooner.
- (b) Limited License Grant to other Widgetbox Users. By registering a Widget on the Widgetbox Site, you also hereby grant to each user of the Widgetbox Site and any other properties through which Widgetbox distributes your Widget, a non-exclusive license to use, display and reproduce any Widget you register.
- (c) Required Rights in Widgets. You are solely responsible for your Widgets and the consequences of posting or publishing them. In connection with Widgets, you affirm, represent and/or warrant that you created, own, or have the necessary licenses, rights, consents, and permissions to use and to authorize Widgetbox and users of the Widgetbox Site to use your Widgets as necessary to exercise the licenses granted by you in this section and in the manner contemplated by Widgetbox and this Agreement.
- (d) Developer Representations. In connection with registering Widgets, you further agree, represent and warrant that you will not: (i) submit material that is copyrighted, protected by trade secret laws or is otherwise subject to third-party proprietary rights, including privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner to post the material and to grant Widgetbox and the users of the Widgetbox Site all of the license rights granted herein; (ii) publish falsehoods or misrepresentations that could damage Widgetbox or any third party person or entity; (iii) submit material that is defamatory, unlawful, obscene, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law or is otherwise inappropriate; (iv) submit material that contains computer instructions, circuitry or other technological means whose purpose or effect is to disrupt, damage or interfere with any computer and communications facilities or equipment, including, without limitation, any code containing viruses, Trojan horses, worms or like destructive code or code that self-replicates; (v) post advertisements or solicitations of businessthat do not conform to the Widgetbox Developer Agreement Section 3.3 and the Widgetbox Content Guidelines; or (iv) impersonate another person.
- (e) Additional Representations for Custom Configurations Service. In the event that you use the custom configurations service offered by Widgetbox, in connection with such use you agree, represent and warrant that you will not submit any Widget that (i) contains malicious code; (ii) collects, reads or stores user information; or (iii) interacts with the Widgetbox Site for any purpose other than the configuration of that Widget.
- 3.4 Widget Acceleration. In the event that you elect to participate in one or more of the programs made available by Widgetbox to facilitate the publishing of your Widgets on third party platforms (these programs “Accelerators”), you hereby agree to the terms of this Section 3.3. You consent to Widgetbox's display of ads on your Widgets that have utilized an Accelerator. You further consent to Widgetbox adding a text link to your Widget that has used any Accelerator, allowing Widgetbox to have Accelerator attribution on such Widgets. Without limiting any of the disclaimers in this Agreement, ALL ACCELERATORS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED.
4. Restrictions. WHEN REGISTERING WIDGETS OR OTHERWISE USING THE WIDGETBOX SITE YOU AGREE NOT TO:
- 4.1 register any Widget that constitutes, promotes, or is used primarily as spyware, adware, or other malicious programs or code
- 4.2 register any Widget that constitutes or promotes pornographic, threatening, embarrassing, hateful, racially or ethnically insulting, libelous, or otherwise inappropriate content;
- 4.3 register any Widget or use the Widgetbox Site for any purpose or use that is unlawful or is otherwise prohibited by this Agreement;
- 4.4 use the Widgetbox Site in any manner that in our sole discretion could damage, disable, overburden, or impair it or interfere with any other party's use and enjoyment of the Widgetbox Site;
- 4.5 misrepresent the source, identity, or content of Widgets registered on the Widgetbox Site;
- 4.6 remove, circumvent, disable, damage or otherwise interfere with security-related features of the Widgetbox Site, features that prevent or restrict use or copying of any content accessible through the Widgetbox Site, or features that enforce limitations on use of the Widgetbox Site;
- 4.7 register any Widget intended for use in the operation of nuclear facilities, life support, or other mission critical applications where human life or property may be at stake; or
- 4.8 register any Widget intended to derive income, whether for direct commercial or monetary gain or otherwise, without Widgetbox's prior, express, written permission.
5. Financial Terms.
- 5.1 Fees. Widgetbox does not charge a fee to access the Site or our basic developer Services. You consent to, and Widgetbox reserves the right to, at its sole discretion, display advertisements in Your Widgets and on the Widgetbox Site when using our basic developer Services with no compensation to You. We may make additional premium Services available to You from time to time and such additional services may be subject to different terms and fees. We will make such additional terms and/or fees known to You before utilizing any additional Services. If you register and/or use any such paid fee services, you are also bound by the Widgetbox Terms of Sale. The Widgetbox Terms of Sale is hereby incorporated by reference. You can review the most current version of the Terms at any time at: http://www.widgetbox.com/info/legal/terms-of-sale.
- 6.1 By Developer. Developer may terminate this Agreement as to any Widget at any time by removing such Widget from the Widgetbox Site.
- 6.2 By Widgetbox. You agree that Widgetbox, in its sole discretion and for any or no reason, may suspend or terminate any Widget you may have registered with Widgetbox or your use of the Widgetbox Site and remove and discard all or any part of any Widget at any time. Widgetbox may also in its sole discretion and at any time discontinue providing access to the Widgetbox Site, or any part thereof, with or without notice. You agree that any termination of your access to the Widgetbox Site or any account you may have or portion thereof may be effected without prior notice, and you agree that Widgetbox shall not be liable to you or any third party for any such termination, or for any price change, suspension or modification of service. As discussed herein, Widgetbox does not permit copyright infringing activities on the Widgetbox Site, and reserves the right to terminate access to the Widgetbox Site, and remove all content (including but not limited to Widgets) submitted, by any Developers who are found to be repeat infringers. Any suspected fraudulent, abusive or illegal activity that may be grounds for termination of your use of the Widgetbox Site may be referred to appropriate law enforcement authorities. These remedies are in addition to any other remedies Widgetbox may have at law or in equity.
7. Disclaimers; No Warranties.
THE WIDGETBOX SITE AND ANY THIRD-PARTY SOFTWARE, SERVICES, OR APPLICATIONS, INCLUDING BUT NOT LIMITED TO WIDGETS, APIS AND USER PROVIDED INFORMATION, MADE AVAILABLE IN CONJUNCTION WITH OR THROUGH THE WIDGETBOX SITE ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, WIDGETBOX, ITS SUPPLIERS, LICENSORS, AND PARTNERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS.
WIDGETBOX, ITS SUPPLIERS, LICENSORS, AND PARTNERS DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE WIDGETBOX SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE WIDGETBOX SITE OR THE SERVER THAT MAKES IT AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS
WIDGETBOX, ITS SUPPLIERS, LICENSORS, AND PARTNERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE WIDGETBOX SITE IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. YOU (AND NOT WIDGETBOX NOR ITS SUPPLIERS, LICENSOR OR PARTNERS) ASSUME THE ENTIRE COST OF ANY NECESSARY SERVICING, REPAIR, OR CORRECTION. YOU UNDERSTAND AND AGREE THAT YOU DOWNLOAD OR OTHERWISE OBTAIN MATERIAL OR DATA THROUGH THE USE OF THE WIDGETBOX SITE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF SUCH MATERIAL OR DATA.
WIDGETBOX TAKES NO RESPONSIBILITY FOR THIRD PARTY ADVERTISEMENTS WHICH ARE POSTED ON THIS WIDGETBOX SITE OR ON WIDGETS DEVELOPED BY THIRD PARTY DEVELOPERS OR WIDGETBOX THAT ARE AGGREGATED ON THE WIDGETBOX SITE, THROUGH THE WIDGETBOX SERVICES, NOR DOES IT TAKE ANY RESPONSIBILITY FOR THE GOODS OR SERVICES PROVIDED BY ITS ADVERTISERS.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.
8. Indemnification; Hold Harmless. You agree to indemnify, save, and hold Widgetbox, its affiliated companies, and its suppliers, licensors, and partners harmless from any claims, losses, damages, liabilities, including attorneys' fees, arising out of Widgetbox's distribution of your Widget, your violation of this Agreement, your violation of the rights of any other person or entity, or any breach of the representations, warranties, and covenants made by you herein. Widgetbox reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify Widgetbox, and you agree to cooperate with Widgetbox's defense of these claims.
9. Limitation of Liability and Damages.
UNDER NO CIRCUMSTANCES, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, WILL WIDGETBOX OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, RELIANCE, OR EXEMPLARY DAMAGES THAT RESULT FROM YOUR USE OR YOUR INABILITY TO USE THE MATERIALS ON THE WIDGETBOX SITE, OR ANY OTHER INTERACTIONS WITH WIDGETBOX, EVEN IF WIDGETBOX OR A WIDGETBOX AUTHORIZED REPRESENTATIVE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, WIDGETBOX'S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW.
IN NO EVENT WILL WIDGETBOX OR ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS, OR THIRD-PARTY PARTNERS, LICENSORS, OR SUPPLIERS TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT OR YOUR USE OF THE WIDGETBOX SITE, INCLUDING WITHOUT LIMITATION YOUR INTERACTIONS WITH OTHER WIDGETBOX SITE USERS, (WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE, WARRANTY, OR OTHERWISE) EXCEED THE AMOUNT PAID BY YOU, IF ANY, FOR ACCESSING THE WIDGETBOX SITE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DAY THE ACT OR OMISSION OCCURRED THAT GAVE RISE TO YOUR CLAIM OR ONE HUNDRED DOLLARS, WHICHEVER IS GREATER.
THESE LIMITATIONS WILL ALSO APPLY WITH RESPECT TO DAMAGES INCURRED BY REASON OF ANY PRODUCTS OR SERVICES SOLD OR PROVIDED BY THIRD PARTIES OTHER THAN WIDGETBOX AND RECEIVED THROUGH OR ADVERTISED ON WIDGETBOX OR RECEIVED THROUGH ANY LINKS PROVIDED ON WIDGETBOX.
- 10.1 Notice. Except as explicitly stated otherwise, legal notices will be served on Widgetbox's national registered agent or to the email address you provide to Widgetbox during the registration process. Notice will be deemed given twenty-four hours after email is sent, unless the sending party is notified that the email address is invalid. Alternatively, we may give you legal notice by mail to a postal address, if provided by you through the Widgetbox Site. In such case, notice will be deemed given three days after the date of mailing.
- 10.2 Waiver. The failure of Widgetbox to exercise or enforce any right or provision of this Agreement will not constitute a waiver of such right or provision. Any waiver of any provision of this Agreement will be effective only if in writing and signed by Widgetbox.
- 10.3 Relationship of the Parties. The parties are independent contractors with respect to each other. This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture among the parties hereto, or an employee-employer relationship. Developer agrees that Widgetbox has no special relationship with or fiduciary duty to Developer.
- 10.4 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California, without giving effect to any principles of conflicts of law.
- 10.5 Jurisdiction. You agree that any action at law or in equity arising out of or relating to this Agreement or Widgetbox will be filed only in the state or federal courts in and for San Francisco County, California, and you hereby consent and submit to the personal and exclusive jurisdiction of such courts for the purposes of litigating any such action.
- 10.6 Severability. If any provision of this Agreement shall be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from this Agreement and will not affect the validity and enforceability of any remaining provisions.
- 10.7 Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Widgetbox without restriction.
- 10.8 Survival. Sections 3.2(d), 4 and 7 through 10 will survive any termination of this Agreement.
- 10.9 Force Majeure. Without limiting the foregoing, under no circumstances shall Widgetbox or its licensors be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, Internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of God, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.
- 10.10 US Dollars. Any payments hereunder will be made or payable in United States dollars.
- 10.11 Headings. The heading references herein are for convenience purposes only, do not constitute a part of this Agreement, and will not be deemed to limit or affect any of the provisions hereof.
- 10.12 Entire Agreement. This is the entire agreement between you and Widgetbox relating to the subject matter herein and will not be modified except in a writing, signed by both parties, or by a change to this Agreement made by Widgetbox as set forth in Section 1 above.
Last Updated: April 28, 2009