SDK API Terms of Use
IMPORTANT — PLEASE READ CAREFULLY:
This is the Teleios Service Development Kit (“SDK”) API Terms of Use
and License Agreement (the " Agreement ").
WHEREAS:
(A) Teleios hereby grants, and You hereby accept, a limited, non-exclusive license
to (a) install the SDK on one or more computers owned by you or under your legitimate
control, and (b) use the SDK API for your non-commercial purposes only to design
and develop an SMS application.
(B) Your use of the SDK API shall be subject to the terms and conditions of this
Agreement.
DEFINITIONS:
The following terms and expressions shall have the following meanings:
Agreement: the Teleios SDK API Terms of
Use and License Agreement as may be renewed and/or amended from time to time.
Documentation: any online or otherwise
enclosed documentation provided by Teleios.
Effective Date: the date on which this
Agreement is entered into by clicking on the ACCEPT button as stated above or upon
installation or use of the SDK by You, whichever occurs earlier.
IP Rights: means (i) patents, pending
patent applications, designs, trademarks and trade names (whether registered or
unregistered), copyright and related rights, database rights, knowhow and confidential
information; (ii) all other intellectual property rights and similar or equivalent
rights anywhere in the world which currently exist or are recognized in the future;
and (iii) applications, extensions and renewals in relation to any such rights.
SDK: means the software created by Teleios
called Service Development Kit.
SDK API: The Teleios owned application
program interface consisting of the set of routines utilized by Teleios Message
Central to provide the functionality for the design and development of SMS applications
with the SDK API being included in or linked to the MessageCentral Platform as well
as any future versions, improvements, developments, programming fixes, updates and
upgrades thereof.
Teleios: refers to Teleios Systems Limited,
a company established under the laws of the Republic of Trinidad and Tobago with
its registered address situated at 4B Alexandra Street, St. Clair, Port of Spain.
Teleios Materials: any and all trademarks,
names, signs, logos, banners, and any other materials, in whatever form, owned and/or
used by Teleios for the promotion of Teleios, its products and activities,
Teleios Services: the Teleios Website
and any other products and services made available to You by Teleios, in addition
to the Teleios Message Central Platform.
Teleios Message Central Platform : the
messaging infrastructure (inclusive of any hardware, software, tools, content, information)
distributed by Teleios via its Message Central Platform for the
implementation of SMS applications, including without limitation the SDK API, UI
and Documentation, as well as any future versions, improvements, developments, programming
fixes, updates and upgrades thereof.
UI: the user interface of the SDK.
You: You, the end user of the SDK, also
used in the form “Your” where applicable.
You and Teleios agree as follows:
1. If You want to use the SDK API for any purpose (including without
limitation, in connection with an application or software program or for the purpose
of interfacing with hardware), You must first register with Teleios
by completing and providing accurate contact information on the Teleios enquiry
form available at Teleios’ Website (the "Registration"). By submitting Your Registration
to Teleios, You explicitly agree to be bound by this Agreement
as well as any revised or renewed versions thereof, as will be published on the
Teleios Website or as may be otherwise notified to You by Teleios. Teleios reserves
the right, at its sole discretion, to refuse or reject Your Registration. Subject
to Your compliance with this Agreement, Teleios grants to You a limited, non-exclusive,
non-assignable, non-sublicensable, non-transferable right to use the SDK API for
a Permitted Purpose, as defined in paragraph 2 below.
2. For the purposes of this Agreement, "Permitted Purpose" shall mean
either:
(a) the purpose of developing software or code to interface and connect
a software application with Teleios Message Central Platform
, (the "Software Application") OTHER THAN as set out in paragraph 2(b) below, the
"Software Application Purpose" or
(b) the purpose of developing software or code to interface a hardware
device or other physical equipment (including any software embedded thereupon) (the
"Hardware Device") with Teleios Message Central Platform and distributed together
with or made available for such Hardware Device, "Hardware Application Purpose".
You may not use the SDK API in any way for a Hardware Application Purpose. Teleios
reserves the right, in its sole discretion to terminate this Agreement immediately
in the event that You breach this obligation.
3. Your right to use the SDK API under paragraph 1 above is subject
further to Your compliance with the following:
3.1 Your Software Application shall in no way and to no extent whether directly
or indirectly adversely affect, impede or otherwise hinder or disrupt the functionality
or performance of Teleios Message Central Platfomr or Teleios
Services including without limitation, that it:
(i) does not adversely impact the quality of Teleios Message Central Platform or
its components. ;
(ii) does not adversely impact the stability ofTeleios Message Central Platform
or its components.;
(iii) does not adversely impact the behaviour of other applications using the SDK
API;
(iv) does not attempt to install spyware or malware on theTeleios Message Central
Platform or its components.;
(v) does not attempt to redistribute information about the use of the SDKor Teleios
Services without express permission of the user;
(vi) correctly identifies itself to Teleios when requesting authorization;
(vii) does not attempt to send messages or place calls to or communicate with other
SDK users of unless specifically directed to do so by the user; and
/
(viii) does not attempt to modify the Teleios MessageCentral
Platform or Teleios User Interface in any way.
3.2 You will comply with the requirements and specifications related
to application design and the use and presentation of the User Interface stated
in Paragraph 4 below.
3.3 Save as expressly approved in writing by Teleios , You will not
distribute the Software Application online through website(s) that is/are in any
way similar to the Teleios Website or use Teleios’ trademarks or words describing
Teleios products or services as the registered URL for website(s).
3.4 You will not knowingly harm, misuse or bring into disrepute the
Teleios MessageCentral Platform SDK, SDK API or Teleios brand or name, but, on the
contrary, will maintain the value and reputation thereof to the best of Your abilities.
3.5 You will not use the SDK API in any Software Application) that is
actually or potentially fraudulent or inappropriate or contrary to Teleios policy.
3.6 You will not collect any user’s personal information or data in
a misleading, unauthorised or unfair way. Without limiting the generality of the
foregoing, You will never collect the Teleiospassword used by the users to log-in
to his or her Teleios account (the "Teleios Password"). If users need a separate
password to use Your Software Application You will either (i) automatically generate
a unique password and communicate it to the user or (ii) actively encourage the
users to use a password different from the Teleios Password.
4. You hereby specifically acknowledge that Your rights to use SDK API are strictly
subject to Your full compliance with the following instructions related to promotion,
marketing, design and development of Your Software Application
and any breach of any provision of the SDK API Terms shall give rise to automatic
termination by Teleios.
4.1 In respect of Software Application Purpose only, You may only use
the following references to Teleios, SDK API and Teleios MessageCentral Platform
in connection with Your Software Application are the following expressions:
"works with Teleios Software”
"uses Teleios Software”
"for Teleios Software”
4.2 You acknowledge that the Software Application must prominently display
the following statement in the help text or about text, in the Acknowledgements
in the documentation associated with Your Software Application and the packaging
and other promotional material:
"This product uses the Teleios SDK API but is not endorsed, certified
or otherwise approved in any way by Teleios .”
5. Nothing in this Agreement will give You any right to use the Teleios
Materials, including without limitation the Teleios trademarks and logos, or make
other references to Teleios or Teleios products or services. Unauthorised references
or use of Teleios Materials shall be considered as material breach of this Agreement
and shall result in the immediate termination thereof, and any other agreements
You may have entered into with Teleios. . Such termination shall be without limitation
to Teleios right to claim damages, seek for injunctive or other equitable relief
and obtain other remedies from You.
6. At all times, You must constantly monitor the Teleios Website to
ensure (i) You are only using the latest stable version of the SDK API; and (ii)
You are aware of any changes in the API Terms, or any other applicable legal documents.
In the event You cannot agree on any changes in any applicable legal document, You
will immediately cease any and all use of the SDK API and, where applicable, any
and all use of the Teleios MessageCentral Platform.
7. You represent and warrant that You are authorised to agree to and
meet with the terms and conditions of this Agreement. .
8. Limitation of Liability, Indemnity. NEITHER TELEIOS
NOR ITS AFFILIATES SHALL BE LIABLE IN ANY WAY FOR ANY LOSS OR DAMAGE OF ANY KIND
ARISING OUT OF TELEIOS MESSAGE CENTRAL PLATFORM, ITS SOFTWARE OR ANY USE OF
THE SDK API, INCLUDING WITHOUT LIMITATION LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE,
COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER DAMAGES OR LOSSES. FURTHER,
NEITHER TELEIOS NOR ITS AFFILIATES SHALL BE LIABLE IN ANY WAY FOR ANY LOSS OR DAMAGE
TO INFORMATION STORED BY THE SDK AND/OR THE USE OF THE TELEIOS MESSAGECENTRAL PLATORM.
TELEIOS SHALL NOT BE RESPONSIBLE FOR ANY INTERRUPTIONS OF SERVICE, INCLUDING WITHOUT
LIMITATION ISP DISRUPTIONS, SOFTWARE OR HARDWARE FAILURES, OR ANY OTHER EVENT WHICH
MAY RESULT IN A LOSS OF DATA OR DISRUPTION OF SERVICE. IN NO EVENT WILL TELEIOS
BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL
DAMAGES. You hereby agree to defend, indemnify and hold Teleios harmless from
and against any claim, liability, loss, injury, damage, cost or expense (including
reasonable attorneys' fees) incurred by Teleios arising out of or from your
use of the SDK API and any breach or violation of the terms and conditions of this
Agreement.
9. Teleios reserves the right to modify this Agreement at any time,
on a general or individual basis, by publishing the revised Agreement on the Teleios
Website or by otherwise notifying You of the revised Agreement. . Any eventual modification
of the Agreement that establishes Teleios’ right to charge royalties is subject
to a three (3) months’ prior notice thereof. Your continued use of the SDKAPI shall
constitute Your acceptance to be bound by the terms and conditions of the revised
Agreement.
10. This Agreement will become effective upon an approved Registration
and will remain effective until terminated by either Teleios or You as set out herein.
Teleios will not be liable in relation to any damage caused by the modification
or termination of these terms.
11. All title, ownership rights and intellectual property
rights in and to the Teleios MessageCentral Platform and SDK API and all copies
thereof (including without limitation any titles, computer code, themes, objects,
characters, concepts, designs, animations, sounds and recordings, audio-visual effects,
methods of operation, moral rights, and any related documentation) are owned or
licensed by Teleios . The SDK is protected by the copyright laws of Trinidad and
Tobago, international treaties and conventions, and other laws. The SDK may contain
materials licensed by third parties, and the licensors of those materials may enforce
their rights in the event of any violation of this Agreement.
12. Subject to the license granted hereunder, you may not, in whole or in part,
copy, photocopy, reproduce, translate, reverse engineer, derive source code from,
modify, disassemble, decompile, or create derivative works based on the SDK API
or remove any proprietary notices or labels on the SDK. Failure to comply with the
restrictions and limitations contained in this paragraph shall result in the immediate,
automatic termination of the license granted hereunder and may subject you to civil
and/or criminal liability.
13. You agree that you shall not under any circumstances,
(i) Sell, grant a security interest in or transfer reproductions of the SDK API
to other parties in any way not expressly authorized herein, nor shall you rent,
lease or licence the SDK API to others;
(ii) Exploit the SDK API or any of its parts for any commercial purpose,
including without limitation use at a cyber café, computer centre or any other location
based site without the express written consent of Teleios;
(iii) Intercept, emulate or redirect the communication protocols used by
Teleios Message Central Platform in any way including without limitation through
protocol emulation , tunneling, packet sniffing, modifying or adding components
to the SDK API, use of a utility program or any other techniques now known or hereafter
developed, for any purpose, including without limitation unauthorized network use
over the Internet, network use utilizing commercial or non-commercial networks,
or as part of content aggregation networks;
(iv) Facilitate, create or maintain any unauthorized connection to the SDK, including
without limitation any connection to any unauthorized server that emulates, or attempts
to emulate, the Service. All connections to the SDK API and/or the Teleios Message
Central Platform, whether created by the SDK User or by other tools and utilities,
may only be made through methods and means expressly approved by Teleios. Under
no circumstances may you connect, or create tools that allow you or others to connect,
to the SDK or Teleios proprietary interface other than those expressly provided
by Teleios.
< SPAN>THE SDK API (INCLUDING WITHOUT LIMITATION ANY DOCUMENTATION IS PROVIDED "AS
IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION
ANY IMPLIED WARRANTIES OF CONDITION, UNINTERRUPTED USE, MERCHANTABILITY, FITNESS
FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. The entire risk arising out of use
or performance of the SDK API (including without limitation any associated Documentation
remains with the user.
You hereby agree that Teleios would be irreparably damaged if the terms of this
Agreement were not specifically enforced, and therefore you agree that Teleios shall
be entitled, without bond, other security, or proof of damages, to appropriate equitable
remedies with respect to breaches of this Agreement, in addition to such other remedies
as Teleios may otherwise have available to it under applicable laws. In the event
any litigation is brought by either party in connection with this License Agreement,
the prevailing party in such litigation shall be entitled to recover from the other
party all the costs, attorneys' fees and other expenses incurred by such prevailing
party in the litigation.
This Agreement is effective until terminated. You may terminate this Agreement
at any time by (i) permanently destroying all copies of the Teleios MessageCentral
Platform including the SDK API in your possession or control; (ii) removing the
SDK Program from your hard drive; and (iii) notifying Teleios of your intention
to terminate this License Agreement. Teleios may terminate this Agreement at any
time for any reason or no reason. In such event, you must immediately and permanently
destroy all copies of the SDK in your possession and control and remove the SDK
Program from your hard drive. Upon termination of this Agreement for any reason,
all licenses granted herein shall immediately terminate.
Except as expressly provided otherwise, this License Agreement shall be is governed
and will be interpreted by the laws of the Republic of Trinidad and Tobago and shall
be subject to the jurisdiction of the courts of the Republic Trinidad and Tobago.
You and Teleios agree that if any portion of this Section is found illegal or
unenforceable that portion shall be severed and the remainder of the Section shall
be given full force and effect.
This Agreement constitutes and contains the entire agreement between the parties
with respect to the subject matter hereof and supersedes any prior oral or written
agreements.
YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND UNDERSTAND
AND ACCEPT THE RIGHTS, OBLIGATIONS, TERMS AND CONDITIONS SET FORTH HEREIN. BY SUBMITTING
YOUR REGISTRATION AND CLICKING YOUR ACCEPTANCE OF THIS AGREEMENT, YOU EXPRESSLY
CONSENT TO BE BOUND BY THESE TERMS AND CONDITIONS AND GRANT TO TELEIOS THE RIGHTS
SET FORTH HEREIN.