Last Updated: September 10, 2012
Thank you for using the Ticketleap, Inc. ("Ticketleap" or "we") application programming interfaces and associated tools and documentation (including all updates and other modifications thereto, the "Ticketleap APIs") to create a website or software application (including all components and content thereof, your "Application"), which will display and use certain data and content made available through the Ticketleap API (the "Content") or Ticketleap's website located at www.Ticketleap.com (the "Website").
License. Subject to the terms and conditions hereof, Ticketleap grants to you a limited, revocable, non-exclusive, non-sub licensable, non-transferable license under Ticketleap's intellectual property rights to use the Ticketleap APIs to develop, test, and support your Application, and to distribute or allow access to your integration of the Ticketleap APIs within your Application to end users of your Application. You have no right to distribute or allow access to the stand-alone Ticketleap APIs. All rights not expressly granted to you are reserved by Ticketleap.
Restrictions. As a condition to (and a material inducement and consideration for) Ticketleap granting you the right to access and use the Ticketleap APIs, YOU SHALL NOT:
You represent and warrant to Ticketleap that the use by Ticketleap and its users of your Application will not violate the rights of any third party (e.g., any intellectual property or other proprietary right), or any applicable law. You hereby grant to Ticketleap a paid-up, royalty-free, nonexclusive, worldwide irrevocable, transferable, sublicensable right and license, under all of your intellectual property rights, to copy, use, perform, and display your Application and its content for purposes of marketing, demonstrating, and making your Application available to users. Following the termination of the license granted to you herein and upon written request from you, Ticketleap shall use reasonable efforts, as determined in its sole discretion, to remove all references and links to your Application from the Website and Ticketleap service.
You agree that Ticketleap may use your company, organization, Application or product name and/or logo in presentations, marketing materials, customer lists, financial reports, website listings of customers, research and marketing case studies and other marketing-related activities. You may not issue any public announcement regarding your use of the Ticketleap APIs which suggests partnership with Ticketleap without Ticketleap's prior review and written approval, at Ticketleap's sole discretion.
Ticketleap may elect to provide you with support or modifications for the Ticketleap APIs (collectively, "Support"), in its sole discretion, and may terminate such Support at any time without notice to you. Ticketleap may change, suspend, or discontinue any aspect of the Ticketleap APIs at any time, including the availability of any Ticketleap APIs. Your continued use of the Ticketleap APIs following a change or subsequent release will be deemed your acceptance of such modifications. Ticketleap may also impose limits on certain features and services or restrict your access to parts or all of the Ticketleap APIs or the Website without notice or liability.
Ticketleap reserves the right to charge fees for future use of or access to the Ticketleap Materials in Ticketleap's sole discretion. If Ticketleap decides to charge for any Ticketleap Materials, you do not have any obligation to continue to use such Ticketleap Materials.
TICKETLEAP DOES NOT REPRESENT OR WARRANT THAT ANY TICKETLEAP MATERIALS ARE FREE OF INACCURACIES, ERRORS, BUGS, OR INTERRUPTIONS, OR ARE RELIABLE, ACCURATE, COMPLETE, OR OTHERWISE VALID. THE TICKETLEAP MATERIALS ARE PROVIDED "AS IS" WITH NO WARRANTY, EXPRESS OR IMPLIED, OF ANY KIND AND TICKETLEAP EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES AND CONDITIONS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AVAILABILITY, SECURITY, FREEDOM FROM VIRUSES OR OTHER HARMFUL CODE, TITLE AND/OR NON-INFRINGEMENT.
YOUR USE OF TICKETLEAP MATERIALS IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM THE USE OF ANY TICKETLEAP MATERIALS, INCLUDING, BUT NOT LIMITED TO, ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA.
TICKETLEAP (AND ITS SUCCESSORS AND ASSIGNS) SHALL NOT, UNDER ANY CIRCUMSTANCES, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR IN CONNECTION WITH USE OF THE TICKETLEAP MATERIALS OR YOUR APPLICATION, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY OR OTHERWISE), OR ANY OTHER PECUNIARY LOSS, INCLUDING ANY DAMAGES FOR LOST PROFITS, REVENUES, SALES OR DATA, WHETHER OR NOT TICKETLEAP HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN THE EVENT THAT THE FOREGOING IS NOT ENFORCEABLE, UNDER NO CIRCUMSTANCES SHALL TICKETLEAP BE LIABLE TO YOU FOR ANY AMOUNT IN EXCESS OF ONE HUNDRED DOLLARS (US$100).
THE FOREGOING DISCLAIMERS OF WARRANTIES AND LIMITATIONS OF LIABILITY SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
To the maximum extent permitted by applicable law, you hereby release and waive all claims against Ticketleap, and its subsidiaries, affiliates, officers, agents, licensors, co-branders 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 Ticketleap APIs. If you are a California resident, you waive your rights under California Civil Code § 1542, which states, "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." 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.
To the maximum extent permitted by applicable law, you agree to hold harmless and indemnify Ticketleap and its subsidiaries, affiliates, officers, agents, licensors, co-branders or other partners, and employees from and against any costs, losses, damages, liabilities, judgments and expenses (including reasonable fees of attorneys and other professionals) resulting from any third party claim, action or proceeding ("Claim") arising from or in any way related to your use of any Ticketleap Materials or the development, distribution, sale or use of your Application. At Ticketleap's option, you shall assume control of the defense and settlement of any such Claim, provided that Ticketleap may at any time thereafter elect to take over control of the defense and settlement of any such Claim, and in any event, you shall not settle any such Claim without Ticketleap's prior written consent.
You shall not disclose your developer passwords or other credentials to any third party. In addition, you shall not disclose Ticketleap Confidential Information to any third party without Ticketleap's prior written consent. "Ticketleap Confidential Information" means all non-public Ticketleap software, technology, programming, documentation and specifications relating to the Ticketleap APIs, and any other information designated in writing by Ticketleap as "Confidential" or an equivalent designation. Ticketleap Confidential Information does not include information that has become publicly known through no breach by you, or information that has been (a) independently developed without access to Ticketleap Confidential Information as evidenced in writing; (b) rightfully received by you from a third party who has the lawful right to disclose such information; or (c) required to be disclosed by law or by a governmental authority. You acknowledge and agree that the Ticketleap Confidential Information constitutes trade secrets of Ticketleap which Ticketleap has invested substantial time and resources to develop and from whose secrecy Ticketleap derives a substantial competitive advantage. Furthermore, you agree that any breach of this paragraph, or of your obligations in the "License and Restrictions" section above, would cause irreparable harm to Ticketleap, which could not be adequately compensated through monetary damages alone, and that, accordingly, Ticketleap is entitled to injunctive relief and a decree of specific performance (in addition to any other available remedies) to restrain any actual or threatened breach of these provisions, without the necessity of posting bond.