Plaxo Contacts APIs Terms and Conditions

Portable Contacts

Portable Contacts is a web-wide community and multi-company effort seeking to provide users of the social web a standardized, secure, and universal way to access their address books, friends lists, and profiles from the various tools and services they use. The latest version of the Portable Contacts specification ("Portable Contacts Specification") is available at http://portablecontacts.net.

Terms and Conditions for Plaxo Contacts APIs

By using Plaxo's web application programmer interfaces implementing the Portable Contacts Specification (collectively, the "Plaxo Contacts APIs") you (either an individual or an entity) agree to be bound by the following terms and conditions (these "Terms and Conditions").

Overview

You may use the Plaxo Contacts APIs provided that you abide by these Terms and Conditions at all times.

You may not use Plaxo Contacts APIs in any manner that either directly or indirectly violates any federal, state, or local laws applicable to you, any court, regulatory or other order or judgment against you, or the proprietary, contractual or other rights of any party. This includes laws, orders, judgments and rights in the United States as well as in other countries.

Intellectual Property

You agree not to remove, obscure, or alter Plaxo's copyright notice, trademarks, or other proprietary rights notices affixed to or contained within the Plaxo Contacts APIs. You acknowledge that Plaxo owns all right, title and interest in and to the Plaxo Contacts APIs, including without limitation all intellectual property rights relating thereto (the "Plaxo Rights"). The Plaxo Rights include rights to the Plaxo Contacts APIs and all software associated with the API server developed and provided by Plaxo. The Plaxo Rights do not include third-party components or specifications (e.g. the Portable Contacts Specification) used in connection with the Plaxo Contacts APIs or software developed by you in conjunction with using the Plaxo Contacts APIs that does not incorporate any intellectual property or proprietary rights of Plaxo.

Grant of License

Plaxo hereby grants to you a limited non-exclusive, non-transferable license (without the right to sublicense) to use the Plaxo Contacts APIs. This license does not grant you rights to support of any kind.

Reciprocity

If a service provided by you is both a service provider ("Service Provider") and a consumer ("Consumer") as defined in the Portable Contacts Specification you will not hinder or prevent Plaxo from being a Consumer with respect to your Service Provider application.

NO WARRANTY

PLAXO DISCLAIMS ANY RESPONSIBILITY FOR ANY HARM RESULTING FROM YOUR USE OF THE PLAXO CONTACTS APIS. THE PLAXO CONTACTS APIS ARE PROVIDED "AS IS," WITH NO WARRANTIES WHATSOEVER. PLAXO EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY LAW ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT OF PROPRIETARY RIGHTS. PLAXO FURTHER DISCLAIMS ANY WARRANTIES REGARDING THE SECURITY, RELIABILITY, TIMELINESS, AVAILABILITY, AND PERFORMANCE OF THE PLAXO CONTACTS APIS.

YOU UNDERSTAND AND AGREE THAT YOU USE THE PLAXO CONTACTS APIS IS AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO YOUR COMPUTER SYSTEM AND/OR NETWORK OR LOSS OF DATA, OR SUCH DAMAGES INCURRED BY YOUR USERS, IF APPLICABLE, THAT RESULTS FROM THE DOWNLOAD OR USE OF PLAXO CONTACTS APIS.

LIMITATION OF LIABILITY

THE PLAXO CONTACTS APIS ARE BEING PROVIDED FREE OF CHARGE. ACCORDINGLY, YOU AGREE THAT PLAXO SHALL HAVE NO LIABILITY ARISING FROM OR BASED ON YOUR USE OF THE PLAXO CONTACTS APIS.

THIS LIMITATION OF LIABILITY SHALL APPLY TO PREVENT RECOVERY OF DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, AND PUNITIVE DAMAGES WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF PLAXO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY SHALL APPLY WHETHER THE DAMAGES ARISE FROM USE OR MISUSE OF AND RELIANCE ON THE PLAXO WEB APIS, FROM INABILITY TO USE THE PLAXO WEB APIS, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE PLAXO WEB APIS (INCLUDING SUCH DAMAGES INCURRED BY THIRD PARTIES). SUCH LIMITATION SHALL APPLY NOTWITHSTANDING A FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND TO THE FULLEST EXTENT PERMITTED BY LAW.

SOME STATES OR OTHER JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnification

You hereby agree to indemnify, defend and hold Plaxo, and its officers, directors, agents, licensors and licensees (collectively, the "Indemnified Parties") harmless from and against any and all liability and costs incurred by any Indemnified Parties in connection with any claim arising out of your use of the Plaxo Contacts APIs including, without limitation, reasonable attorneys' fees. You shall cooperate as fully as reasonably required in the defense of any such claim. Plaxo reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you.

Modification; Term and Termination

Plaxo may amend, modify or terminate these Terms and Conditions, either with respect to your use of the Plaxo Contacts APIs or generally for all users, at any time, with or without warning or cause.

General Provisions

These Terms and Conditions will be governed by and construed in accordance with the laws of the State of California, without giving effect to the conflict of laws or provisions of California or your actual state or country of residence. Any dispute arising from these Terms and Conditions shall be adjudicated in the federal or state courts located in Santa Clara County, California. If for any reason a court of competent jurisdiction finds any provision or portion of these Terms and Conditions to be unenforceable, the remainder of these Terms and Conditions will continue in full force and effect. These Terms and Conditions constitute the entire agreement between the parties with respect to the subject matter hereof and supersede and replace all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. Any waiver of any provision of these Terms and Conditions will be effective only if in writing and signed by Plaxo.