TigerText API & SDK License Agreement

This TigerConnect Evaluation License Agreement (this “Agreement”), is made effective as of the date you click “accept” (the “Effective Date”) and is by and between TigerText, Inc., a Delaware corporation (“TigerText”) and you (“Subscriber”). If the Services will be used by or on behalf of an entity, the individual indicating acceptance of this Agreement represents that he or she has the authority to bind that entity to this Agreement, and “Subscriber” shall mean that entity. TigerText and Subscriber are sometimes referred to herein individually as a “party” and collectively as the “parties”. The parties hereby agree as follows:

  1. Definitions
    1. “API” means TigerText’s application programming interface.
    2. “Content” means the content, Documentation, code, data, software, tools and related materials made available by TigerText to Subscriber in connection with or through the use of the Platform.
    3. “Developer Portal” means TigerText’s online portal that provides Subscriber with access to the Content, API and SDK.
    4. “Documentation” means user guides, operating manuals, specifications, whether in print, machine-readable media or otherwise in tangible form, and all other related materials supplied by TigerText to Subscriber in writing.
    5. “Messaging Infrastructure” means TigerText’s underlying messaging platform that allows users to exchange messages.
    6. “Platform” means the TigerConnect platform, including the API, Content, Developer Portal, Messaging Infrastructure, and SDK, that permits Authorized Users to send and receive messages via Subscriber’s Application.
    7. “SDK” means TigerText’s software development kit.
    8. “Services” means access to and use of the Platform.
  2. License.
    1. Evaluation License Grant. Subject to Subscriber’s adherence to this Agreement, TigerText grants Subscriber, a limited, revocable, non-exclusive, non-transferrable, non-assignable, and non-sublicensable license within the United States of America for Subscriber to access and use the Services solely for the purpose of evaluating the Platform for use with Subscriber’s own proprietary application (“Subscriber’s Application”). Under this evaluation license grant, Subscriber is not permitted to commercially exploit Subscriber’s Application nor may Subscriber send messages via the Platform in quantities that TigerText determines, in its sole discretion, to exceed those needed to evaluate the Services. Should Subscriber wish to utilize the Services for commercial purposes, Subscriber must contact TigerText at tigerconnect@tigertext.com to receive pricing and other necessary terms and conditions.
    2. Access Credentials. Subscriber may receive from TigerText an API key & secret and/or an SDK credential (the “Keys”). Subscriber is solely responsible for the security of the Keys, and shall be responsible for any unauthorized access to the Keys or Subscriber’s account.
  3. Term & Termination.
    1. Term. The term of this Agreement shall commence on the Effective Date and will continue so long as Subscriber uses the Services. Either party may terminate this Agreement immediately without penalty upon notice to the other party.
    2. Effect of Termination. Upon the termination of this Agreement, the rights and licenses granted hereunder will automatically terminate and Subscriber will immediately cease using the Services and will return or delete any Content and Confidential Information (as defined herein). Upon termination, Subscriber’s Application will no longer function and TigerText may delete any data provided by Subscriber or its end users. Sections 3(c), 5, 6, 7 and 8 will survive termination of this Agreement.
  4. Updates.
    1. Updates. TigerText may update or revise the Services and/or Platform from time to time and such updates and revisions (“Updates”) may adversely affect Subscriber’s Application access to or communication with the Platform or features enabled by the Platform. Subscriber, at its sole expense, is responsible for making any changes required as a result of Updates. TigerText may, but is not obligated to, provide 30 days’ advance notice via posting on its developer site of any Updates that are not backward compatible or remove significant functionality; provided, if TigerText must make an immediate change, TigerText will attempt to provide Subscriber with as much advance notice as commercially possible.
  5. Subscriber’s Responsibilities.
    1. No Reverse Engineering. The Platform constitutes and/or contains trade secrets of TigerText and its licensors. Subscriber shall not disassemble, decompile or otherwise reverse engineer the Services and/or Platform, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law notwithstanding this prohibition.
    2. Other Restrictions.
      1. Subscriber may not distribute the Services and/or Platform on a stand-alone basis, and subscriber’s application must provide material functionality in addition to the Services and/or Platform. Subscriber may not sell, transfer, sublicense, lease, lend, rent or otherwise distribute the Platform to any third party, make the functionality of the Platform available to multiple users through any means, including, without limitation, by uploading the Platform to a network or file-sharing service or through any hosting, application services provider, service bureau or any other type of services. Subscriber shall only deploy the Services and/or Platform to the extent necessary to evaluate the Services and Platform.
      2. Subscriber shall prominently include the words “Powered by TigerConnect” on any the page within Subscriber’s Application on which a feature that utilizes the functionality of the Platform is located. TigerText hereby grants to Subscriber a limited, revocable, non-exclusive, non-transferrable, non-assignable and non-sublicensable right to use the TigerText trademarks, service marks, or other branding features as provided by TigerText (“Marks”) solely for the purpose of complying with this Section 5(b)(ii). Upon termination of this Agreement, Subscriber shall cease from the use of any Marks. Any goodwill generated by use of the Marks will inure to the benefit of TigerText.
      3. Subscriber may not remove, alter or obscure any copyright or other proprietary notice (or any source identifier) included in or with the Services and/or Platform.
      4. Subscriber may only access the Services and/or Platform that TigerText makes available to Subscriber. The Services may change from time to time without notice.
      5. Subscriber must abide by any limitations on access, calls, and use of the Services and/or Platform (such as rate limiting) (“Use Limits”) that are set by TigerText. Use Limits are set forth in the Documentation or will be otherwise communicated to Subscriber. Subscriber may not attempt to circumvent Use Limits without TigerText’s prior written consent. If Subscriber exceeds Use Limits (or TigerText believes that Subscriber has attempted to do so) Subscriber’s ability to access the Services and/or use the Services may be temporarily or permanently blocked. TigerText may monitor Subscriber’s access and use of the Services to ensure Subscriber’s compliance with this Agreement.
      6. Subscriber may not (and will not attempt to) interfere, by-pass, or disable any features or functionality that is embedded or included with the Services and/or Platform, including, without limitation, the reporting of any data, usage statistics or other information regarding Subscriber’s access and use of the Services and/or Platform.
      7. Subscriber may not use or access the Services and/or Platform for purposes of monitoring the availability, performance or functionality of TigerText’s products or services or for any other benchmarking or competitive purposes.
      8. Subscriber may not use, copy, modify or distribute the Services and/or Platform for any purpose other than as expressly permitted herein. The use of certain Services may be subject to additional terms and conditions, which will be posted with that Service.
      9. Subscriber will ensure that the Subscriber’s Application, and Subscriber’s use thereof, do not infringe or violate any third-party rights.
      10. Subscriber shall only use the Services and write applications only for purposes that are permitted by and not in violation of: (i) this Agreement and (ii) any applicable law, regulation or generally accepted practices or guidelines in all relevant jurisdictions (including, without limitation, any laws regarding the export of data or software to and from the United States). Subscriber may not use the Services and the Platform to transmit content that may be deemed unlawful, threatening, harassing, racist, abusive, libelous, pornographic, vulgar, defamatory, obscene, indecent, or otherwise inappropriate, including any messages constituting or encouraging criminal conduct. Subscriber shall protect the privacy and legal rights of the Subscriber’s Applications users and shall make users aware of the information collected or otherwise accessed by the Subscriber’s Applications. Subscriber shall provide a privacy notice to users of the Subscriber’s Application to the extent required by applicable law.
      11. Subscriber shall properly direct and control its affiliates and its and its affiliates’ respective directors, officers, employees, agents, subcontractors and any other persons or entities who contribute to the performance of such party’s obligations under this Agreement. Subscriber shall be responsible for such parties: (i) conduct, actions, and omissions; (ii) compliance with the requirements of this Agreement, to at least the extent that they would be responsible if it were performing directly; and (iii) management and coordination of their performance. Any breach of the terms or conditions of this Agreement by any such party shall be deemed a direct breach by Subscriber.
    3. Source Code. In addition to and without limiting any other obligation hereunder, Subscriber: (a) acknowledges that the source code (including, without limitation, source documentation) of TigerText’s software is extremely valuable, highly-confidential property of TigerText: and (b) shall not disclose or provide access to source code or source code modified or translated or adapted therefrom and will undertake best efforts to protect source code from unauthorized use or disclosure.
    4. Privacy Policy. The use of the Messaging Infrastructure by Subscriber and its end users through Subscriber’s Application is covered by the terms and conditions set forth in TigerText’s Privacy Policy, which can be found at www.tigertext.com; provided, however, to the extent there is a conflict between the Privacy Policy and the terms of this Agreement, the terms of this Agreement shall govern.
  6. Intellectual Property; Confidentiality.
    1. Intellectual Property Ownership. Subscriber retains all right, title and interest in Subscriber’s Application (except to the extent it implements or embodies the Services and/or Platform), and TigerText retains all right, title and interest in the Services, Platform, Documents, and all other software related thereto. If Subscriber provides TigerText with any feedback regarding the Services, TigerText may use all such feedback without restriction and shall not be subject to any non-disclosure or non-use obligations in respect of such feedback. Nothing herein shall be interpreted to provide Subscriber any rights in the Services and/or Platform except the limited license to use the Services as set forth herein. TigerText may use any data provided to TigerText by Subscriber or otherwise lawfully accessed by TigerText in connection with Subscriber’s use of the Services and/or Platform for TigerText’s business purposes.
    2. Confidential Information. Subscriber may be given access to certain non-public information, software and/or specifications relating to the Services, the Platform, and other aspects of TigerText’s business, including, without limitation, the Keys, which is confidential and proprietary to TigerText (“Confidential Information”). Subscriber may use this Confidential Information only as necessary in exercising the rights granted in this Agreement. Subscriber may not disclose any of this Confidential Information to any third party without TigerText’s prior written consent. Subscriber shall protect this Confidential Information from unauthorized use, access, or disclosure in the same manner that it would use to protect Subscriber’s own confidential and proprietary information of a similar nature, which in no event shall be less than a reasonable degree of care.
    3. Open Source. The use, reproduction and distribution of components of the Services and/or Platform licensed under a third party license (including, without limitation, any open source software licenses) are governed solely by the terms of that third party license and not this Agreement. Subscriber shall abide by all such third party licenses. The third party license may be indicated in the license, notice, or readme files distributed with the applicable Services or other materials or in related documentation.
  7. Indemnification, Disclaimer and Limitation of Liability.
    1. Indemnification. Subscriber represents and warrants it has the necessary power and authority to enter into this Agreement and that Subscriber will comply with the terms and conditions of this Agreement. Subscriber will indemnify, defend (or settle) and hold TigerText harmless from any claims, actions, damages, losses, liabilities, judgments, costs and expenses (including reasonable attorneys’ fees) (collectively, “Claims”) arising out of or in connection with: (i) Subscriber’s use of the Services and Platform; (ii) Subscriber’s Application (including, without limitation, any allegation Subscriber’s Application violates a third party’s intellectual property rights, defames any person or violates their rights of publicity or privacy); or (iii) Subscriber’s breach this Agreement. TigerText reserves the right to retain counsel, at its own expense, to participate in the defense and settlement of any Claim.
    2. Disclaimer. Subscriber assumes all responsibility and risk of use of the Services and Platform, which are provided “AS IS” on an “AS AVAILABLE” basis without warranty or condition of any kind. TIGERTEXT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT, AND ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. TigerText is not responsible or liable (and makes no representation or warranty) for the accuracy, content, completeness, legality, reliability, or availability of the Services and/or Platform.
    3. Limitation of Liability. TIGERTEXT’S TOTAL LIABILITY TO SUBSCRIBER FROM ALL CAUSES OF ACTION AND UNDER ALL THEORIES OF LIABILITY WILL BE LIMITED TO, AND WILL NOT EXCEED, FIFTY DOLLARS. TO THE EXTENT PERMITTED BY LAW, TIGERTEXT WILL NOT BE LIABLE FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THESE LIMITATIONS ARE INTENDED TO APPLY EVEN IF A LIMITED REMEDY IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE.
  8. Miscellaneous.
    1. Governing Law and Venue; Fees. This Agreement and all matters relating hereto shall be governed by and construed in accordance with the laws of the State of California, without regard to any conflict of law provisions. Any dispute, claim or action (an “Action”) arising out of this Agreement must be brought solely and exclusively in state or federal court located in Los Angeles County, California, and each party irrevocably accepts and submits to the exclusive jurisdiction of the aforesaid courts in personam, generally and unconditionally, with respect to any Action brought by it or against it by the other party. If an Action is commenced to construe or enforce any provision of this Agreement, the prevailing party, in addition to all other amounts such party shall be entitled to receive from the other party, shall recover its reasonable attorney’s fees and court costs.
    2. Assignment. Subscriber may not assign, subcontract or otherwise transfer this Agreement or any of its rights, nor may it delegate any of its obligations, hereunder, without TigerText’s prior written consent. TigerText may freely assign this Agreement or any rights or obligations hereunder. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective legal representatives, successors and permitted assigns.
    3. Entire Agreement/Severability. This Agreement constitutes the entire agreement between the parties with respect to this subject matter and supersedes and merges any prior proposals, understandings, and contemporaneous communications. If any part of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, that provision will be enforced to the maximum extent permissible and the remaining provisions of this Agreement will remain in full force and effect.