Terms and Conditions for Plaxo Widgets
By using graphics and code and any associated documentation (collectively, the “Widgets”) that provide you the means to provide your end users with address book or calendar data access powered by the Plaxo Network(TM) service (the “Plaxo Network”) you agree to be bound by the following terms and conditions (these “Terms and Conditions”).
Overview
You may use the Plaxo Widgets if you are an individual or an entity, provided that you abide by these Terms and Conditions at all times.
You may not use the Widgets 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 laws, orders, judgments, and rights in the United States as well as in other countries.
If you have questions regarding your contemplated use of the Widgets, please contact . In case, you have comments or suggested improvements regarding the Widgets, please post your ideas on the Plaxo Forum. Please note that by doing so, you grant Plaxo irrevocable permission to use and incorporate your ideas or comments into the Widgets without compensation.
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 Widgets.
You acknowledge that Plaxo owns all right, title and interest in and to the Widgets and the Plaxo Network, including without limitation all intellectual property rights relating thereto (the “Plaxo Rights”). The Plaxo Rights include rights to the Widgets and all software associated with the Widgets developed and provided by Plaxo. The Plaxo Rights do not include third-party components used in connection with the Widgets or software developed by you in conjunction with using the Widgets. “PLAXO”, the “Plaxo” logo, and other marks that incorporate “PLAXO” are trademarks of Plaxo.
Limitations on Use
Your right to display Widgets is limited only to your web site (the “Site”) and not in connection with any application such as a toolbar, plug-in, helper, and component or other executable code that runs on an end user's computer. You will be solely responsible for the development, operation, and maintenance of the Site and for all materials that appear on the Site. You understand that Plaxo will provide Widgets on a nonexclusive basis, and that Plaxo will continue to customize and provide its services to other parties for use in connection with a variety of applications, including Widgets. You may not remove, distort or alter any element of the Widgets (including the html and JavaScript code) or otherwise change the size or appearance of the Widgets in any way.
You may not display Widgets in any manner that implies a partnership or affiliation with, sponsorship, or endorsement by Plaxo, or that can be reasonably interpreted to suggest editorial content has been authored by, or represents the views or opinions of Plaxo or Plaxo personnel. Your Site will not, in any way, copy or resemble the look and feel of any part of the Plaxo web site nor will you create the impression that the Site is our web site or is a part of our web site.
Plaxo reserves the right in its sole discretion to terminate or modify your permission to display the Widgets at any time and to take action against any use that does not conform to these Terms and Conditions, infringes any Plaxo intellectual property or other right, or violates applicable law.
Appropriate Conduct
You will not, and will not allow any third party to: (a) edit, modify or change the user interface of the Widgets; (b) frame the Widgets; (c) modify, adapt, translate, prepare derivative works from, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from any Widgets or any other Plaxo technology, content, data, routines, algorithms, methods, ideas design, user interface techniques, software, materials, and documentation; (d) remove, deface, obscure, or alter Plaxo's copyright notice, trademarks or other proprietary rights notices affixed to or provided as a part of any Widgets or any other Plaxo technology, software, materials and documentation; (e) create or attempt to create a substitute or similar service or product through use of or access to the Plaxo Network or proprietary information related thereto; and/or (f) engage in any action or practice that reflects poorly on Plaxo or otherwise disparages or devalues Plaxo's reputation or goodwill.
Branding
For purposes of the Terms and Conditions, “Brand Names or Logos” will be defined as the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time. Plaxo hereby grants to you a nontransferable, nonsublicenseable, nonexclusive license during the Term to display Plaxo's Brand Names or Logos for the purpose of promoting or advertising that you use the Plaxo Network. You hereby grant to Plaxo a nontransferable, nonexclusive license during the Term to use your Brand Names or Logos to advertise that you are using the Widgets. Any use of the Plaxo Brand Names or Logos is subject to the Plaxo Brand Names or Logos guidelines. Plaxo may modify the Plaxo Brand Names or Logos or the Plaxo Brand Names or Logos guidelines. Nothing in the Terms and Conditions will grant or will be deemed to grant to one party any right, title or interest in or to the other party's Brand Names or Logos. All use by you of Plaxo's Brand Names or Logos (including any goodwill associated therewith) will inure to the benefit of Plaxo. At no time during or after the Term will you challenge or assist others to challenge the Brand Names or Logos of Plaxo (except to the extent such restriction is prohibited by law) or the registration thereof by Plaxo, nor will you attempt to register any Brand Names or Logos (including domain names) that are confusingly similar in any way (including but not limited to, sound, appearance and spelling) to those of Plaxo.
User Information; Plaxo Policies
Plaxo will retain custody of all data and information collected or obtained by Plaxo through the Plaxo Network from users of Widgets in conformance with Plaxo's posted Terms of Service and Privacy Policy and, as the same may change from time to time (together, the “Plaxo Policies”).
No Plaxo Warranty
PLAXO DISCLAIMS ANY RESPONSIBILITY FOR ANY HARM RESULTING FROM YOUR USE OF THE WIDGETS OR THE PLAXO NETWORK. THE WIDGETS AND PLAXO NETWORK 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 WIDGETS OR THE PLAXO NETWORK. YOU UNDERSTAND AND AGREE THAT YOU USE THE WIDGETS AND PLAXO NETWORK AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGES TO COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE USE OF WIDGETS OR PLAXO NETWORK.
Limitation of Liability
THE WIDGETS AND USE OF THE PLAXO NETWORK ARE BEING PROVIDED FREE OF CHARGE. ACCORDINGLY, YOU AGREE THAT PLAXO SHALL HAVE NO LIABILITY ARISING FROM OR BASED ON YOUR USE OF THE WIDGETS OR PLAXO NETWORK. 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 WIDGETS OR PLAXO NETWORK, FROM INABILITY TO USE THE WIDGETS OR PLAXO NETWORK, OR FROM THE INTERRUPTION, SUSPENSION, OR TERMINATION OF THE WIDGETS OR PLAXO NETWORK (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 Widgets or Plaxo Network or that would constitute a breach of any warranty, representation or covenant made by you under the Terms and Conditions, including but not limited to any third party lawsuit or proceeding brought against Plaxo based upon a claim that the Site, the content on your Site or your Brand Names or Logos infringe any copyright, trade secret or trademark of the third party,. Your indemnification will include (1) all attorneys' fees and costs associated with the defense of such a claim, (2) all damages and costs finally awarded, and (3) the full cost of any settlement entered into by you. You will not enter into any settlement or compromise of any such claim without Plaxo's prior consent. 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.
Publicity
So long as you comply with your obligations under these Terms and Conditions, you may indicate that your web site uses the Widgets, provided that your web site does not in Plaxo's reasonable opinion (1) tarnish, infringe, or dilute Plaxo's trademarks, (2) violate any applicable law, (3) infringe any third-party rights, or (4) otherwise subject Plaxo to an undue risk of liability. If you wish to use the Plaxo trademark and/or logo in any other manner, you must first obtain Plaxo's written consent.
Modification
Plaxo may amend, modify or terminate these Terms and Conditions, either with respect to your use of the Widgets or generally for all users, at any time, with or without warning or cause. Any new features that augment or enhance the Widgets will be subject to the Terms and Conditions. If a modification is unacceptable to you, you may terminate the Terms and Conditions as applicable to you by removing the Widgets from your Site. If you continue to use the Widgets and/or the Widget code on any Site, you will be deemed to have accepted the modifications.
Term
The term of the Terms and Conditions will commence on the date upon which you add Widgets to your Site and will continue in force thereafter, unless terminated as provided in these Terms and Conditions.
Termination
Plaxo may change, suspend or discontinue all or any aspect of the Widgets, including their availability, at any time, and may terminate your use of the Widgets at any time. In addition, either party may terminate the Terms and Conditions at any time, for any reason, or for no reason including, but not limited to, if you engage in any action that reflects poorly on Plaxo or otherwise disparage or devalue the Plaxo Brand Names or Logos or Plaxo's reputation or goodwill.
Effect of Termination
Upon the termination of the Terms and Conditions for any reason (i) all license rights granted in these Terms and Conditions will terminate and (ii) you will immediately delete any and all Plaxo Brand Names or Logos, Widgets and Widget code from your Site. Neither party will be liable to the other party for damages of any sort resulting solely from terminating the Terms and Conditions in accordance with its terms.
Remedies
You acknowledge that your breach of service/license restrictions contained in these Terms and Conditions may cause irreparable harm to Plaxo, the extent of which would be difficult to ascertain. Accordingly, you agree that, in addition to any other remedies to which Plaxo may be legally entitled, Plaxo will have the right to seek immediate injunctive relief in the event of a breach of such sections by you or any of your officers, employees, consultants or other agents.
Notices
Any notice to Plaxo required for or permitted by the Terms and Conditions will be in writing and will be delivered as follows with notice deemed given as indicated: (i) by personal delivery when delivered personally, (ii) by overnight courier upon written verification of receipt, or (iii) by certified or registered mail, return receipt requested, upon verification of receipt. All notices to Plaxo must be sent to the attention of the Plaxo Legal Department at 203 Ravendale Drive, Mountain View, California 94043.
General Provisions
You may not assign your rights or delegate your obligations under the Terms and Conditions without Plaxo's prior written consent. The parties are independent contractors. Neither party will be deemed to be an employee, agent, partner or legal representative of the other for any purpose and neither will have any right, power or authority to create any obligation or responsibility on behalf of the other. 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, together with the Plaxo Policies, 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.
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