AT&T API Free Trial License Agreement

AT&T API FREE TRIAL LICENSE AGREEMENT

This AT&T API Free Trial License Agreement ("Agreement") is between AT&T Mobility LLC ("AT&T") and You governing your use of the Service, including all application programming interfaces ("API(s)"), information, content, products, materials, and services made available to You by AT&T or third parties through the Service (the "Service"). "You" and "Your" means and refers to the person(s) or legal entity using the Service or otherwise exercising rights under this Agreement. If You are entering into this Agreement on behalf of Your company, "You" or "Your" refers to your company as well.

Please read this Agreement carefully prior to using the Service. By using or otherwise accessing the Service, You (a) acknowledge that you have read this Agreement and agree to be bound by the terms of this Agreement on behalf of yourself (if an individual) or the legal entity that you represent (in the case of a legal entity), and (b) warrant that you have authority to execute this Agreement and bind the person or entity. If You do not agree to the terms of this Agreement, do not use the Service.

1. License

AT&T grants You a non-exclusive, non-transferable, revocable, restricted access right to use the Service for the testing and development of Applications. As used herein, "Application" means one or more non-commercial, prototype software programs developed by You used in connection with the Service, including any content delivered or made available through such non-commercial, prototype software programs. This License is conditioned upon Your compliance with the rules for usage of the Service that are contained in this Agreement or that AT&T publishes on AT&T's Developer Site. AT&T reserves the right to discontinue, without prior notice, Your use of the Service. This License excludes, without limitation, Your right to use the Service for any other purpose than the non-commercial, prototype development and testing of Applications. You agree that You will not commercialize Your Application, including, but not limited to, charging a fee for Your Application, while you are developing and testing Your Application in the Service.

As between AT&T and You, AT&T reserves and retains all right, title, and interest, including but not limited to all Intellectual Property Rights in the Service, AT&T Marks, AT&T's wireless data network, AT&T's network and the AT&T Service (collectively, "AT&T IP"). You agree to cooperate with AT&T to maintain AT&T's ownership of the AT&T IP and, to the extent that You become aware of any claims relating to the AT&T IP, You will use reasonable efforts to promptly provide notice of any such claims to AT&T. No title to or ownership of any of these Intellectual Property Rights is transferred to You or any other Person under this Agreement. As between the parties, AT&T retains all Intellectual Property Rights and all other right, title, and interest in and to the AT&T IP. You obtain no right to use AT&T Intellectual Property Rights beyond the term of this Agreement.

You may not (a) sublicense or share the Service with any other party, act as a subhost for others or (b) assign, transfer or this Agreement or your rights hereunder, without the prior written consent of AT&T. Your use of the Service must comply with this Agreement, AT&T's Privacy Policy http://www.att.com/gen/privacy-policy?pid=2506, and AT&T's Acceptable Use Policy www.att.com/aup.

2. USE LIMITATIONS

A) AT&T will establish limits on Your use of the Service including, but not limited to, the number of API calls You can make over a limited time period (i.e., per minute, hourly and daily). AT&T provides no service level commitments, nor quality of service standards. AT&T is not obligated to provide any maintenance, technical, nor any other support for the Service or the APIs that are being used.

B) Updates - AT&T may extend, enhance, or otherwise modify the Service and APIs provided hereunder at any time without notice. If Updates are made available by AT&T, the terms of this Agreement will govern such Updates, unless the Update is accompanied by a separate license in which case the terms of that license will govern. You acknowledge that AT&T has no express or implied obligation to announce or make available any Updates to the Service or APIs to anyone in the future. Should an Update be made available, it may have APIs, features, services or functionality that are different from those found under this Agreement.

3. YOUR OBLIGATIONS

A) Modifications - You shall not (a) make derivative works of, reverse engineer, reverse compile or disassemble the APIs, (b) use the Service in any unauthorized manner, including any way that will: (i) infringe on any AT&T or third party's copyright, patent, trademark, trade secret or other property rights or rights of publicity or privacy, or (ii) violate any applicable law, statute, ordinance or regulation. You shall not rent, lease, loan, resell for profit, use, copy, modify, distribute, display, or provide the Service in any form.

B) Unsuitable Content -Your Applications used in connection with the Service may not contain Unsuitable Content.

C) Harmful code - Your Applications used in connection with the Service may not contain any malware, malicious or harmful code, program, or other internal component (e.g. computer viruses, Trojan horses, "backdoors") which could damage, destroy, or adversely affect any part of the Service, the AT&T network, or other AT&T or third party software, firmware, hardware, data, systems, or services.

D) Free and Open Source Software ("FOSS") - If Your Application includes any FOSS, You must comply with all applicable FOSS licensing terms. You also agree not to use any FOSS in the development of Your Application in such a way that would cause AT&T to be subject to any FOSS licensing terms or obligations.

E) Location Based Services - All Location Based Applications used in connection with the Service must comply with AT&T's LBS Developer's Guide and any other rules concerning such services posted on the Developer Site. Except with AT&T's prior written consent, Your Application may not allow End Users to be passively or automatically located i.e., "tracked," by any third party. For example, Your Application may access the location of a Device that has requested a navigation service, but Your Application may not provide a "family finder" or "friend finder" or similar feature that would allow a third party to passively track a Device. Certain Location Based Services delivered to "feature phones," must maintain "AT&T Trusted" certificates. In that regard, such Location Based Services must comply with such standards and requirements as AT&T may impose to maintain an "AT&T Trusted" certificate. You acknowledge that Location Information is sensitive subscriber personal information. You may not collect, use or disclose Location Information in connection with Your Location Based Application other than as specifically provided in this Agreement and only in accordance with the required disclosures below. You may not use AT&T Location Information for any purpose other than delivering Your Location Based Service. Without limiting the generality of the immediately preceding sentence, you may not anonomyze, aggregate and re-use or distribute any AT&T Location Information.

Before you may use or collect Location Information, You must disclose to the End User, at a minimum (a) what Location Information is collected and how it will be used by You, (b) the identity of the party collecting the Location Information, (c) whether Location Information is shared with third parties,(d) how long Location Information will be retained, and (e) what security measures are in place to protect the Location Information. Your Location Based Service may not access Location Information directly or through your Application unless Your Location Based Service is first initiated by an End User. Your Application may not unilaterally initiate a Location Based Service. You agree not to store Location Information any longer than necessary to provide the Location Based Service. You further agree that AT&T is the preferred provider of Location Information derived from the AT&T network (e.g., cell site location). You agree that Your Location Based Service will not use Location Information derived from the AT&T network obtained from a third-party source (e.g., an aggregator of location information) without AT&T's prior written approval.

4. TOKEN KEY

You may only access the AT&T APIs through the token key issued to You. You may not provide your token key to any other person or party, without AT&T's written permission. The token key shall only be valid for 90 days, unless AT&T extends the token ring beyond 90 days. You may not establish additional accounts or obtain additional token keys by utilizing alternative email addresses. AT&T reserves the right to revoke Your token ring at any time, validate Your IP and/or domain address, and to block requests that AT&T deems in its sole discretion to be malicious or abusive.

5. REPRESENTATIONS AND WARRANTIES

You represent and warrant that:

A) You are of the legal age of majority in the jurisdiction in which You reside (at least 18 years of age) and have the right and authority to enter into this Agreement on Your own behalf; that You are a Developer; and if You are entering into this Agreement on behalf of Your company, that You have the right and authority to legally bind Your company to the terms and obligations of this Agreement;

B) You will be solely responsible for all costs, expenses, losses and liabilities incurred, and activities undertaken by You in connection with the Service, Your Applications and Your related development efforts, including, but not limited to, any network and server equipment, Internet service(s), or any other hardware, software or services used by You;

C) You will not, through use of the Service or otherwise, create any Application or other program that would disable, hack or otherwise interfere with any security, digital signing, digital rights management, verification or authentication mechanisms implemented in or by the Service, AT&T's network, any AT&T Services or Products or other AT&T software or technology, or enable others to do so; and,

D) You are not presently the subject of, nor the proponent of, any claim that would have a Material adverse effect on this Agreement or Your use of the Service.

6. INFRINGEMENT

You affirm and agree that You will not assert against AT&T, its affiliates or authorized representatives any claim for infringement or misappropriation of any rights protectable under intellectual property law anywhere throughout the world, including rights protectable under patent, copyright, trade secret or trademark, in any way relating to the Service.

7. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

AT&T MAKES NO WARRANTIES OR REPRESENTATIONS CONCERNING AVAILABILITY OR SECURITY OF THE SERVICE, NOR THAT YOUR APPLICATIONS ARE FIT FOR BEING TESTED OR OTHERWISE VERIFIED IN THE SERVICE. AT&T INFORMS AND YOU ACCEPT THAT AVAILABILITY OF THE SERVICE CAN BE NON-EXISTING OR RESTRICTED DUE TO LACK OF CAPACITY, DATA TRANSMISSION ERRORS, INTERRUPTION OF POWER AND OTHER CIRCUMSTANCES BEYOND AT&T'S CONTROL. FURTHER YOU AGREE THAT AT&T SHALL HAVE NO RESPONSIBILITY, NOR LIABILITY FOR THE NON-AVAILABILITY OF THE SERVICE. AT&T SHALL ATTEMPT TO POST, BUT HAS NO OBLIGATION TO DO SO, WHEN THE SERVICE MAY BE UNAVAILABLE FOR MAINTENANCE, REPAIRS, OR OTHER REASONS.

AT&T'S SOLE RESPONSIBILITY IN THE CASE OF MALFUNCTIONS IS LIMITED TO USING REASONABLE EFFORTS TO CORRECT ANY MALFUNCTION. YOU SHALL HAVE NO OTHER REMEDY. IF IN SPITE OF AT&T USING ALL REASONABLE EFFORTS, IT PROVES DIFFICULT OR NOT COMMERCIALLY SUITABLE IN OUR SOLE OPINION TO CORRECT THE MALFUNCTION, THE MALFUNCTION SHALL NOT BE CORRECTED. AT&T SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY MALFUNCTION WHETHER CAUSED BY AT&T OR CAUSED BY YOU AND/OR ANY THIRD PARTY. THE REMEDIES SET FORTH ABOVE CONSTITUTE THE ONLY AND EXCLUSIVE REMEDIES AVAILABLE TO YOU FOR MALFUNCTIONS.

YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SERVICE. THE SERVICE IS PROVIDED "AS IS" AND AT&T DOES NOT MAKE, AND EXPRESSLY DISCLAIMS, ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND THE WARRANTIES OF TITLE OR NON-INFRINGEMENT. YOU ASSUME ALL RISK AS TO THE SUITABILITY, QUALITY, AND PERFORMANCE OF THE SERVICE.

IN NO EVENT SHALL AT&T OR ITS DIRECTORS, OFFICERS, EMPLOYEES OR AFFILIATES BE LIABLE FOR (A) ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR INFORMATION, AND THE LIKE) ARISING OUT OF THE USE OF OR INABILITY TO USE THE SERVICE, EVEN IF AT&T OR ANY OF ITS AUTHORIZED REPRESENTATIVES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, (B) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, INTERRUPTIONS, INCOMPATIBILITY WITH EQUIPMENT, SYSTEMS, VIRUSES, OR OTHER INACCURACIES IN THE SERVICE, OR (C) ANY CLAIM BY ANY THIRD PARTY. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IN SUCH STATES, AT&T'S LIABILITY IS LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

NOTWITHSTANDING ANY OTHER PROVISION IN THIS AGREEMENT, AT&T'S AGGREGATE LIABILITY UNDER THIS AGREEMENT IS LIMITED TO A MAXIMUM AMOUNT EQUAL TO $100.00.

YOU ACKNOWLEDGE THAT THE PROVISIONS OF THIS AGREEMENT WERE NEGOTIATED TO REFLECT AN INFORMED, VOLUNTARY ALLOCATION BETWEEN YOU AND AT&T OF ALL RISKS (BOTH KNOWN AND UNKNOWN) ASSOCIATED WITH THE TRANSACTIONS ASSOCIATED WITH THIS AGREEMENT AND REFLECT THAT AT&T IS NOT CHARGING YOU FOR THE LICENSES GRANTED UNDER THIS AGREEMENT. THE REMEDY LIMITATIONS, AND THE LIMITATIONS OF LIABILITY, ARE SEPARATELY INTENDED TO LIMIT THE FORMS OF RELIEF AVAILABLE TO YOU.

8. INDEMNIFACTION

You agree to indemnify, defend and hold AT&T, its employees, agents, consultants, subsidiaries, affiliates, suppliers and licensors (each an "Indemnified Party") harmless from and against any and all claims, costs, losses, damages, liabilities, judgments and expenses (including reasonable fees of attorneys and other professionals) which AT&T and/or any Indemnified Party may incur and that arise from or are related to: (i) Your use of the Service; (ii) any infringement of intellectual property, patents, trademarks, copyrights, or trademarks belonging to any Third Party; or (iii) Your breach of this Agreement.

9. TERM AND TERMINATION

This Agreement and Your rights hereunder will terminate immediately upon the earlier of the following: (a) without notice, if You fail to comply with any of Your obligations under this Agreement, (b) the date that You are notified by AT&T that you are no longer authorized to use the Service, or (c) the date that You terminate Your use of the Service or otherwise notify AT&T of your termination of this Agreement.

10. GOVERNING LAW

This Agreement shall be governed by the laws of the State of Georgia, except conflict of law rules. The United Nations Convention on the International Sale of Goods shall not apply to this Agreement. Suit to enforce this Agreement or any provision thereof will be brought exclusively in the state or federal courts located in Atlanta, Georgia.

11. SEVERABILITY

If any one or more of the provisions of this Agreement should be ruled wholly or partly invalid or unenforceable by a court or other government body of competent jurisdiction, then: (a) the validity and enforceability of all provisions of this Agreement not ruled to be invalid or unenforceable will be unaffected; (b) the effect of the ruling will be limited to the jurisdiction of the court or other government body making the ruling; (c) the provision(s) held wholly or partly invalid or unenforceable will be deemed amended, and the court or other government body or AT&T is authorized to reform the provision(s), to the minimum extent necessary to render them valid and enforceable in conformity with the Parties' intent as manifested herein; and (d) if the ruling, and/or the controlling principle of law or equity leading to the ruling, is subsequently overruled, modified, or amended by legislative, judicial, or administrative action, then the provision(s) in question as originally set forth in this Agreement will be deemed valid and enforceable to the maximum extent permitted by the new controlling principle of law or equity.

12. PUBLICITY

You shall refrain from marketing and/or giving publicity that could give the impression that the Applications tested in the Service are approved or certified, or qualitatively or functionally accepted or approved by AT&T. You shall not make any public statement regarding this Agreement, the terms of this Agreement, or any specific aspect thereof without AT&T's prior written approval, which may be withheld in AT&T's sole discretion. In order to preserve the value of AT&T's name and/or any trademarks, service marks, trade names, or trade dress adopted and/or used by AT&T from time to time, You shall not make any use of any of the same for any reason except solely as may be expressly authorized in writing by AT&T.

13. CONFIDENTIAL INFORMATION

You agree that information AT&T discloses to You under this Agreement, including but not limited to, ideas, concepts, know-how, techniques, designs, specifications, drawings, blueprints, tracings, diagrams, models, samples, flow charts, data, computer programs, disks, diskettes, tapes, marketing plans, and other technical, financial or business information (individually and collectively, "Information") shall be deemed to be confidential and proprietary. You agree to hold such Information in confidence with the same degree of care with which You protect Your own confidential or proprietary Information, but no less than reasonably prudent care; use the Information only for the purpose of this Agreement; not copy, distribute, or otherwise use such Information or knowingly allow anyone else to copy, distribute, or otherwise use such Information, and any and all copies shall bear the same notices or legends, if any, as the originals; and upon request, promptly return to AT&T all Information that is in tangible form. As to Information that was disclosed in or is stored in intangible form, including, but not limited to electronic mail or other electronic communication, upon request by AT&T, You shall certify in writing within five (5) business days to AT&T that all such Information has been destroyed or, if the Information was recorded on an erasable storage medium, that You have used reasonable efforts to erase all such intangible Information.

No Confidential Disclosures by You. The Parties do not intend that You will disclose to AT&T, and agree that You will refrain from disclosing to AT&T, any information that You regard as proprietary. You warrant that all information disclosed to AT&T by You is or will be free of any obligation of confidence. AT&T works with many application and software developers and some of their products may be similar to or compete with Your Applications. AT&T may also be developing its own similar or competing applications and products or may decide to do so in the future. To avoid potential misunderstandings, AT&T cannot agree, and expressly disclaims, any confidentiality obligations or use restrictions, express or implied, with respect to any information that You may provide in connection with this Agreement, including information about Your Application and metadata (such disclosures will be referred to as "Developer Disclosures"). You agree that any such Developer Disclosures will be non-confidential. AT&T will be free to use and disclose any Developer Disclosures on an unrestricted basis without notifying or compensating You. You release AT&T from all liability and obligations that may arise from the receipt, review, use, or disclosure of any portion of any Developer Disclosures. Any physical materials You submit to AT&T will become AT&T property and AT&T will have no obligation to return those materials to You or to certify their destruction.

Nothing in this Agreement will impair AT&T's right to develop, acquire, license, market, promote, or distribute products or technologies that perform the same or similar functions as, or otherwise compete with, Your Applications or any other products or technologies that You may develop, produce, market, or distribute.

14. INDEPENDENT PARTIES

You and AT&T are independent contractors. No partnership or joint venture is intended to be created by this Agreement, nor any principal-agent or employer-employee relationship. You shall not attempt to assert, the authority to make commitments for or to bind AT&T to any obligation. Although this Agreement contains covenants with respect to Confidential/Proprietary Information, You and AT&T disclaim any other intent to create a confidential or fiduciary relationship.

15. NO WAIVER

The failure of either Party (You or AT&T) at any time to require performance by the other Party of any provision of this Agreement shall in no way affect the right of such Party to require performance of that provision. Any waiver by either Party of any breach of any provision of this Agreement shall not be construed as a waiver of any continuing or succeeding breach of such provision, a waiver of the provision itself or a waiver of any right under this Agreement.

16. INJUNCTIVE RELIEF

Any violation by You of this Agreement shall give the AT&T the right to a court-ordered injunction or other appropriate order to specifically enforce those covenants. This is in addition to any remedies AT&T may have at law. A breach of any of Your Obligations or the covenants under this Agreement is a breach of the Licenses granted by this Agreement.

17. NON-EXCLUSIVE

Under no circumstances will this Agreement be construed or interpreted as an exclusive dealing agreement by either party. Nothing in this Agreement will be construed as to restrict either party from entering into any agreement with any other party, even if similar to or competitive with the transactions contemplated hereunder.

18. EXPORT

You will not export or re-export directly or indirectly (including via remote access) any part of the Service (including any Confidential/Proprietary Information) to any country for which a validated license is required for such export or re-export under the Export Laws without first obtaining such a validated license.

19. FORCE MAJEURE

AT&T shall not be responsible for failures of its obligations under this Agreement for events beyond its reasonable control, including, but not limited to, natural disasters, epidemics, strikes, labor difficulties, severe weather conditions, regulatory or government acts, or delay of suppliers or contractors.

20. NOTICES

You consent to receive and review notices through the Service and agree that any such notices will satisfy any legal communication requirements.

21. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the You and AT&T concerning the subject matter thereof. No prior or contemporaneous representations, inducements, promises, or agreements, oral or otherwise, between You and AT&T with reference thereto will be of any force or effect. You represent and warrant that, in entering into and performing Your obligations under this Agreement, You do not and will not rely on any promise, inducement, or representation allegedly made by or on behalf of AT&T with respect to the subject matter hereof, nor on any course of dealings or custom and usage in the trade, except as such promise, inducement, or representation may be expressly set forth herein. This Agreement may be modified only: (a) by a written amendment signed by both parties, or (b) to the extent expressly permitted by this Agreement (for example, by AT&T by written or email notice to You).