Storage Made Easy API LICENSE

Last Update: June 15, 2015

1.1 Overview

Vehera LTD (Reg Co No:08113844) is the trading company of the Storage Made Easy service. All reference to Vehera in the following terms and conditions encompass the use and are applicable to any aspects of the Storage Made Easy service.

Vehera LTD provides an application programming interface and protocol adaptors which together are referred to as the “Storage Made Easy API” to access Vehera LTD Storage Made Easy product from anywhere in the world. We want to maximize our partners ability to develop applications and services using the Storage Made Easy SaaS service that can later be used with a dedicated Storage Made Easy server, while at the same time, appropriately protect Vehera LTD rights, as well as those of Vehera LTD licensors and customers. The following terms (the “Terms”) explain the terms that we expect developers to follow when using the Storage Made Easy API.

Your acceptance of these Terms will be inferred from your use of the Storage Made Easy API; alternatively, if these terms are presented in a “clickwrap” format, you will have the option of accepting these Terms by clicking on the “Accept” button following these Terms.

If you disagree with any of these terms, Vehera LTD is unwilling to grant you a license to use the Storage Made Easy API or other Vehera LTD IP (as defined in Section 2.1 below).

Over time, these terms might evolve as our partners or we discover new and innovative ways to use the Storage Made Easy API. Vehera LTD reserves the right to modify these Terms or other terms on Vehera LTD website at any time, and your use of the Storage Made Easy API or Vehera LTD IP following the date on which Vehera LTD posts the modification constitutes your acceptance and agreement to follow the modified Terms. So, we ask that you check back to this page from time to time to review and re-familiarize yourself with these license terms. Also, to facilitate an environment in which ideas are shared freely, we invite you to let us know if you believe that these terms should be adjusted in any way, and we will consider your suggestions. All feedback and ideas are welcome.

2. Access rights

2.1

All use of the Storage Made Easy API and related content, documentation, code, and materials made available to you on or through Vehera LTD website (collectively, “Vehera LTD IP”) is subject to and must comply with these Terms, as well as the Vehera LTD terms and conditions located at http://www.storagemadeeasy.com/terms. You may use the Storage Made Easy API in connection with the applications or Web services you provide (your “Applications”) to interface with Storage Made Easy and other Vehera LTD IP. You may use the Vehera LTD name or logos and other brand elements that Vehera LTD makes available in order to identify the source of Vehera LTD IP (the “Vehera LTD Marks”) subject to these Terms. These license grants are non-exclusive, and may not be transferred or sublicensed by you without Vehera LTD prior written approval signed by a Vehera LTD officer having the title of vice president or higher. There are no implied licenses granted by these Terms, and Vehera LTD reserves any and all rights not expressly granted.

2.2

Your use of the Storage Made Easy API and Vehera LTD IP are subject to certain limitations on access, calls, as Vehera LTD may otherwise specify on request. If Vehera LTD reasonably believes that you have attempted to exceed or circumvent the rate limits, constantly use the API over what Vehera considers an excessive amount of time, or your use of the service causes degradation to other users of the service then Vehera LTD may suspend or block your ability to use the Storage Made Easy API and/or the Vehera LTD IP. Vehera LTD may monitor your use of the Storage Made Easy API to improve the Vehera LTD service and to ensure your compliance with these Terms.

2.3

You may not:

Sell, rent, lease, sublicense, redistribute, or otherwise make available the Storage Made Easy API or other Vehera LTD IP to any third party;

Use the Storage Made Easy API for any regular automated use including, but not exclusive to, IP Cameras;

Remove or modify any proprietary rights notices, including copyright, patent, or trademark markings on the Storage Made Easy API or other Vehera LTD IP;

Use or access the Storage Made Easy API for purposes of monitoring the availability, performance, or functionality of any of Vehera LTD products and services, or for any other benchmarking or competitive purposes;

Use Vehera LTD Marks as part of the name of your company or Service, or in any product, service, or logos created by you. You may not use Vehera LTD Marks in a manner that creates a sense of endorsement, sponsorship, or association with Vehera LTD. All use of the Vehera LTD Marks, and all goodwill arising out of such use, will inure to Vehera LTD benefit; or

Facilitate or encourage the publishing of links to malicious, pornographic, or obscene content.

2.4

You agree to submit your Application to Vehera LTD for certification by contacting Vehera LTD at support@Storage Made Easy.com. Vehera LTD will have a reasonable time in which to inspect and test your Application to determine whether or not it qualifies for certification. Once Vehera LTD certifies your Application in writing, you may make the Application publicly available. You agree to bear all costs associated with any modifications necessary to meet Vehera LTD certification criteria.

3. Application guidelines

3.1

You agree that your Application and you will:

Respect the features and functionality embedded with or included in the Storage Made Easy API and other Vehera LTD IP;

Respect the intellectual property rights of others;

Display any Application certification markings as and when provided by Vehera LTD, solely in connection with a Vehera LTD-certified Application, and not at any time following Vehera LTD notice to you that such certification has been suspended or terminated, which Vehera LTD may do at any time in Vehera LTD sole discretion;

3.2

You agree that your Application and you will not:

  • attempt to interfere with, disrupt, or disable any Storage Made Easy or Storage Made Easy API features;
  • make your Application publicly available to any third party unless and until Vehera LTD has certified your Application in writing;
  • use any individuals or entitys name or logo in a manner that could mislead, confuse, or deceive users;
  • confuse or mislead users about the source or purpose of your Application;
  • use or connect with a website intended to entice or encourage users to violate these Terms or other Vehera LTD terms and conditions;
  • use or connect with a spam or malware website, or a website whose URL masks its true destination;
  • replicate, frame, or mirror the Vehera LTD website or its design;
  • copy, distribute, reproduce, modify the Storage Made Easy API, other Vehera LTD IP, or Vehera LTD Marks in any “service bureau” or “timesharing” arrangement;
  • collect any personally identifiable information of any Vehera LTD user without that users express permission;
  • modify, decompile, or otherwise alter the Storage Made Easy API or other Vehera LTD IP or Vehera LTD Marks;
  • infringe or misappropriate any third partys copyright, patent, trademark, trade secret, or other property rights or rights of publicity or privacy;
  • violate any law, statute, ordinance, contract or regulation;
  • include any viruses, Trojan horses, worms, time bombs, cancelbots, Easter eggs, or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data, or personal information; or
  • create liability for Vehera LTD or cause Vehera LTD to lose (in whole or in part) the services of Vehera LTD hosting providers or other suppliers.

4. Other legal terms

4.1 Termination

You may terminate any license in these Terms at any time by ceasing your access to the Storage Made Easy API and use of any Vehera LTD IP, and deleting all copies of the Storage Made Easy API and Vehera LTD IP as described below. Vehera LTD may immediately suspend your access to the Storage Made Easy API or any Vehera LTD IP (or if necessary, terminate this agreement with you) at any time, and without notice to you if you breach any term or condition in this agreement, fail to maintain certification for your Application, or otherwise engage in activities that Vehera LTD reasonably determines are likely to cause liability to Vehera LTD. Vehera LTD may also terminate any licenses hereunder for any reason with thirty (30) days notice (including by email to the address associated with your account) to you. Vehera LTD will not be liable for any costs, expenses, or damages as a result of its termination of this agreement. Upon termination of this agreement, you will promptly cease accessing and using the Storage Made Easy API and Vehera LTD IP and will delete all Vehera LTD IP and any information derived therefrom and all copies and portions thereof, in all forms and types of media from your Application. This section will survive the termination of this agreement.

4.2 Confidentiality

In connection with this agreement, You may be given access to certain non-public information, software, and specifications relating to the Storage Made Easy API or Vehera LTD IP ("Confidential Information"), which is confidential and proprietary to Vehera LTD. You may use this Confidential Information only as necessary in exercising your rights granted in these Terms. You may not disclose any of this Confidential Information to any third party without Vehera LTD 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 any event with no less than a reasonable degree of care.

4.3 Ownership

By Vehera LTD. You acknowledge and agree that Vehera LTD and its end users retain all worldwide right, title and interest in and to the Vehera LTD IP, including all intellectual property rights therein. You also acknowledge that as between you and Vehera LTD, Vehera LTD owns all right, title and interest in and to the Storage Made Easy API, other Vehera LTD IP, and Vehera LTD Marks, and any derivative works or enhancements thereof, including but not limited to all intellectual property rights therein. You agree not to do anything inconsistent with such ownership. Any rights not expressly granted herein are withheld. You agree that you will not challenge Vehera LTD ownership of, the validity of any license to use, or otherwise copy or exploit the Vehera LTD Marks during or after the termination of this agreement except as specifically authorized herein. If you acquire any rights in the Vehera LTD Marks or any confusingly similar marks, by operation of law or otherwise, you will, at no expense to Vehera LTD, immediately assign such rights to Vehera LTD. From time to time, you may choose to provide Vehera LTD with comments concerning the Storage Made Easy API or other Vehera LTD IP, or your evaluation and use of them. You agree that Vehera LTD and its designees will be free to copy, modify, create derivative works, publicly display, disclose, distribute, license and sublicense, incorporate, and otherwise use the feedback, including derivative works thereto, for any and all commercial and non-commercial purposes with no obligation of any kind to you.

By You. As between you and Vehera LTD, you retain all worldwide right, title, and interest in and to your Application, excluding the Storage Made Easy API, other Vehera LTD IP, and the Vehera LTD Service (and any derivative works or enhancements thereof), including but not limited to all intellectual property rights therein.

4.4 Updates

Vehera LTD may, without liability, update or modify the Storage Made Easy API, API calls, Terms, and other terms and conditions set forth herein or elsewhere on the Vehera LTD website, from time to time its sole discretion by posting or describing the changes on this site or by otherwise notifying you (such notice may be via email). You acknowledge that these updates and modifications may affect how your Application accesses or communicates with the Storage Made Easy API or other Vehera LTD IP and may require you to make changes to your Application at your cost in order to enable you to continue using the foregoing Cloud Engine items, or your Application, and/or to enable your Application to remain certified by Vehera LTD and/or compatible with and/or to interface with the Storage Made Easy API and/or Vehera LTD IP. You will have thirty (30) days from such notice to comply with any modifications. If any change is unacceptable to you, your only recourse is to terminate this agreement by ceasing all use of the Storage Made Easy API and Vehera LTD IP. Your continued access or use of the Storage Made Easy API or any Vehera LTD IP following the 30 day period will constitute binding acceptance of the change.

5. Representations and warranties; Disclaimer

5.1 Representations and Warranties

You represent and warrant that: you have the necessary power and authority to enter into this agreement, and that the performance of your obligations will not constitute a breach or otherwise violate any other agreement or the rights of any third party arising therefrom; you will maintain throughout the term of this agreement all rights and licenses that are required with respect to your Application; and your Application and its use, distribution, sale and license, including the use of any license hereunder, does and will continue to comply with all applicable foreign, federal, state, and local laws, rules, and regulations. Disclaimer.

THE Storage Made Easy API, Vehera LTD IP, AND ANY OTHER Vehera LTD PRODUCTS AND SERVICES PROVIDED HEREUNDER ARE PROVIDED "AS IS" AND ON AN "AS-AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND. Vehera LTD 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 COURSE OF DEALING OR USAGE OF TRADE. Vehera LTD DOES NOT WARRANT THAT THE Vehera LTD CONTENT AND Storage Made Easy API AND ANY OTHER Vehera LTD PRODUCTS AND SERVICES PROVIDED HEREUNDER WILL MEET ALL OF YOUR REQUIREMENTS OR THAT USE OF SUCH Vehera LTD CONTENT AND Storage Made Easy API BE ERROR-FREE UNINTERRUPTED, VIRUS-FREE, OR SECURE.

6. Limitation of liability

TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL Vehera LTD BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE Storage Made Easy API, Vehera LTD IP, OR OTHER Vehera LTD PRODUCTS AND SERVICES WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. IN ANY CASE, TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW Vehera LTD AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE AGGREGATE FEES YOU PAID FOR ACCESS TO THE Storage Made Easy API IN THE LAST YEAR.

7. Indemnification

You will indemnify, defend, and hold Vehera LTD, its subsidiaries, affiliates, officers, and employees, harmless from any and all claims, damages, losses, liabilities, actions, judgments, costs, and expenses (including reasonable attorneys fees) brought by a third party arising out of or in connection with: (a) any act or omission by you, in connection with your use of the Vehera LTD IP, the Storage Made Easy API, or the Vehera LTD Marks; (b) your use of the Vehera LTD IP, the Storage Made Easy API, or the Vehera LTD Marks other than as expressly allowed by this agreement; (c) your breach or alleged breach of any of the terms, restrictions, obligations or representations under this agreement; or (d) your Application. You will assume control of the defense and settlement of any claim subject to indemnification by you. Vehera LTD may, however, at any time elect to take over control of the defense and settlement of any such claim. In any event, you will not settle any such claim without Vehera LTD prior written consent.

8. Miscellaneous

These Terms constitute the entire agreement between Vehera LTD and you with respect to the subject matter and supersedes and merges all prior proposals, understandings, and contemporaneous communications. Any modification to the Terms by you must be in a writing signed by both you and an officer of Vehera LTD having the title of vice president or higher. You may not assign, delegate, transfer, or sublicense any of the rights or obligations granted hereunder, voluntarily or by operation of law (including without limitation in connection with a merger, acquisition, or sale of assets) except with the express written consent of Vehera LTD, and any attempted assignment in violation of this paragraph is void. This agreement does not create or imply any partnership, agency, or joint venture. This agreement will be governed by and construed in accordance with the laws of the United Kingdom, without regard to or application of conflicts of law rules or principles. All claims arising out of or relating to this agreement will be brought exclusively in the courts of London, UK, and you consent to personal jurisdiction in those courts. No waiver by Vehera LTD of any covenant or right under this agreement will be effective unless memorialized in a writing duly authorized by Vehera LTD. 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.