ProgramMatek Inc. Developer Program Master Agreement
Acceptance of Terms
This Developer Program Master Agreement (the “Agreement”) is applicable to participants in the ProgramMatek Inc. (“ProgramMatek”) Developer Program. Once accepted into the Developer Program, ProgramMatek will provide you with certain Application Programming Interfaces (APIs) and software, along with related documentation and computer files. Additionally, any upgrades, enhancements, modifications, updates, revisions, and substitutions to the API Software will be made available by ProgramMatek (collectively referred to as the “API Software”). This software allows you to develop custom applications and integrations to expand the capabilities of ProgramMatek’s standard Virtual Call Center Suite (“Applications”). Your use of the API Software, ProgramMatek Support, or any ProgramMatek services and websites associated with them (collectively referred to as “ProgramMatek Software Services”) is subject to your compliance with the terms and conditions stated in this Agreement. Please note that ProgramMatek may update these terms and conditions from time to time without prior notice. By accepting this Agreement and by using and continuing to use the API Software, you agree to be fully bound by its terms. If you do not agree with any provision of this Agreement, kindly refrain from installing or using the API Software.
License and Restrictions
a. Under the terms and conditions of this Agreement, ProgramMatek grants you a non-exclusive, non-transferable, and non-sublicensable license during the term of this Agreement to install and utilize the API Software provided by ProgramMatek on a computer owned or controlled by you. This license is solely for the purpose of developing Applications.
b. You are not permitted to: (i) decompile, reverse engineer, disassemble, modify, rent, lease, loan, distribute, or create derivative works or improvements from the API Software or any part thereof, as defined by the U.S. Copyright Act; (ii) use the API Software in any unlawful manner, for any unlawful purpose, or in any manner that goes against the terms of this Agreement; (iii) use the API Software to operate nuclear facilities, life support systems, or any mission-critical applications where human life or property may be at risk; (iv) use or export the API Software in violation of applicable U.S. laws or regulations; or (v) sell, lease, loan, distribute, transfer, or sublicense the API Software or access to it, except as an integral and inseparable part of an Application, without the express written permission of ProgramMatek.
Except for the limited license granted to you under this Agreement, ProgramMatek and ProgramMatek’s licensors (“ProgramMatek Licensors”) retain all rights, title, and interest in and to their respective portions or components of the API Software. The API Software is protected by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights and laws of the U.S. and other countries. You agree to comply with all applicable proprietary rights laws, other laws, and any additional copyright notices or restrictions contained in this Agreement. Your use of the API Software and your development of Applications using the API Software will not, in any way, limit or restrict ProgramMatek from independently developing similar applications or functionalities. You also acknowledge that ProgramMatek Licensors may enforce their rights under this Agreement against you directly, under their own name. All rights not expressly granted to you are reserved by ProgramMatek and its respective owners.
Support and Software Updates
ProgramMatek assumes no obligation to support your Applications or your use of the API Software. However, ProgramMatek may choose to provide you with support for the API Software and/or related software upgrades, enhancements, or modifications for the API Software (collectively referred to as “ProgramMatek Support”). This support is provided at ProgramMatek’s sole discretion and may be terminated at any time without notice. ProgramMatek also reserves the right to change, suspend, or discontinue any aspect of the API Software, including the availability of any API Software feature or functionality, at any time. Additionally, ProgramMatek may impose limitations on certain features and services or restrict your access to parts or all of the API Software without prior notice or liability.
Fees and Payments
ProgramMatek offers you a one-time $50 credit towards phone calls made on the ProgramMatek system. Please note that once this initial credit is used up, you will be responsible for purchasing any additional credit required for phone calls on the ProgramMatek system. Furthermore, ProgramMatek reserves the right to charge fees for future use of or access to the ProgramMatek Software Services at its sole discretion.
Disclaimer of Warranties
Your use of the ProgramMatek Software Services and any data accessed through the API Software is at your own risk. The services and data are provided on an “as is” basis, without any warranties of any kind. Any material or service downloaded or obtained through the use of the ProgramMatek Software Services is done at your own discretion and risk. You will be solely responsible for any damages resulting from the download and/or use of such material or service.
ProgramMatek, its officers, directors, employees, contractors, agents, affiliates, and assigns (collectively referred to as “ProgramMatek Entities”) and ProgramMatek Licensors expressly disclaim all warranties, whether express or implied, relating to the ProgramMatek Software Services and any data accessed through them. This includes, but is not limited to, the implied warranties of title, merchantability, satisfactory quality, fitness for a particular purpose, and non-infringement.
In the event that the ProgramMatek Software Services or any accessed data is found to be defective, you (and not the ProgramMatek Entities or ProgramMatek Licensors) will assume the entire cost of repair or any resulting injury, even if the possibility of such defects or damages was previously advised to the ProgramMatek Entities or ProgramMatek Licensors. Please note that some jurisdictions do not allow restrictions on implied warranties, so certain limitations mentioned in this section may not apply to you.
Limitation of Liability
The ProgramMatek Entities and ProgramMatek Licensors shall not be liable to you for any claims or liabilities of any kind arising out of or in any way related to: (i) your use of the ProgramMatek Software Services, whether by yourself or by third parties; or (ii) any Applications you may develop. This includes claims and liabilities based on any legal or equitable theory.
The ProgramMatek Entities and ProgramMatek Licensors are not liable to you for any direct, incidental, special, indirect, or consequential damages arising out of or related to any third-party software, any data accessed through any third-party software, your use or inability to use or access the ProgramMatek Software Services, or any data accessed through the ProgramMatek Software Services. These damages, excluded by this paragraph, include, but are not limited to, those for loss of business profits, injury to person or property, business interruption, and loss of business or personal information. Please take into account that some jurisdictions do not allow limitations on incidental or consequential damages, so this restriction may not apply to you.
The information provided through the ProgramMatek Software Services might be delayed, inaccurate, or contain errors or omissions. The ProgramMatek Entities and ProgramMatek Licensors shall not be liable with respect to such information. ProgramMatek reserves the right to change or discontinue any aspect or feature of the ProgramMatek Software Services, or the use of any features or technology, at any time and without prior notice to you.
You agree to indemnify and hold the ProgramMatek Entities and ProgramMatek Licensors harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party in connection with or arising out of your use of the ProgramMatek Software Services, your Applications, your violation of any terms or conditions of this Agreement, your violation of applicable laws, or your violation of any rights of another person or entity.
Unless terminated earlier as provided in this Agreement, this Agreement will commence upon your acceptance and will continue for a period of one (1) year. You have the right to terminate this Agreement at any time by discontinuing the use of all or any part of the API Software and by deleting or destroying the API Software in your possession or control. This Agreement will automatically terminate if any of the following occurs: (i) a violation of any term of this Agreement; or (ii) receipt of a written termination notice from ProgramMatek for any reason or no reason. In the event that your rights under this Agreement are terminated, you agree to cease any and all use of the ProgramMatek Software Services. Sections 2(b), 3, and 5 through 10 shall survive any termination or expiration of this Agreement.
a. This Agreement and the relationship between you and ProgramMatek shall be governed by the laws of the State of California, without applying any principles of conflict of laws. Both parties agree to submit to the personal and exclusive jurisdiction of the courts located within the county of San Francisco, California. This Agreement is not subject to the United Nations Convention on the International Sale of Goods.
b. The failure of ProgramMatek to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement shall remain in full force and effect.
c. This Agreement constitutes the entire understanding between the parties regarding the use of the ProgramMatek Software Services and supersedes all prior agreements related to the same.
d. You may not assign or transfer this Agreement, or any of your rights or obligations under this Agreement, without the prior written consent of ProgramMatek.
e. This Agreement does not create any direct relationship between you and the ProgramMatek Licensors, or between you and ProgramMatek, beyond the licensor-to-licensee relationship established by this Agreement.
f. ProgramMatek may provide you with notices, including those related to changes in this Agreement, through email, regular mail, or postings on the ProgramMatek Developer Program homepage.
You acknowledge that you have read and fully understand this Agreement, and you consent to be bound by its terms and conditions by downloading and using the API Software.
Last modified: October 2, 2009