TeleSign Push Verify and App Verify Software Development Kit License Agreement (“License Agreement”)
May 24, 2017
1.1. The Push Verify Software Development Kit and the App Verify Software Development Kit (each referred to in this License Agreement individually and collectively as the “SDK”) are licensed to you subject to the terms of this License Agreement. This License Agreement forms a legally binding contract between you and TeleSign Corporation (or, based upon where you live, one of its affiliates) in relation to your use of the SDK.
2. Accepting this License Agreement
2.1. In order to use the SDK, you must first agree to this License Agreement. You may not use the SDK if you do not accept this License Agreement.
2.2. By using the SDK in any manner, you hereby agree to the terms of this License Agreement.
2.3. You may not use the SDK and may not accept the License Agreement if you are a person barred from receiving the SDK under the laws of the United States or other countries including the country in which you are resident or from which you use the SDK.
2.4. If you are agreeing to be bound by this License Agreement on behalf of your employer or other entity, you represent and warrant that you have full legal authority to bind your employer or such entity to this License Agreement. If you do not have the requisite authority, you may not accept the License Agreement or use the SDK on behalf of your employer or other entity.
3. SDK License from TeleSign
3.1. Subject to the terms of this License Agreement, TeleSign grants you a limited, worldwide, royalty-free, non-assignable, non-sublicenseable and non-exclusive license to use the SDK solely to develop applications to make use of TeleSign’s services.
3.2. You agree that TeleSign or third parties own all legal right, title and interest in and to the SDK, including any Intellectual Property Rights that subsist in the SDK. “Intellectual Property Rights” means any and all rights under patent law, copyright law, trade secret law, trademark law, and any and all other proprietary rights. TeleSign reserves all rights not expressly granted to you.
3.3. You may not use the SDK for any purpose not expressly permitted by this License Agreement. Except to the extent required by applicable third party licenses, you may not copy (except for backup purposes), modify, adapt, redistribute, decompile, reverse engineer, disassemble, or create derivative works of the SDK or any part of the SDK.
3.4. Use, reproduction and distribution of components of the SDK licensed under an open source software license are governed solely by the terms of that open source software license and not this License Agreement.
3.5. You agree that the form and nature of the SDK that TeleSign provides may change without prior notice to you and that future versions of the SDK may be incompatible with applications developed on previous versions of the SDK. You agree that TeleSign may stop (permanently or temporarily) providing the SDK (or any features within the SDK) to you or to users generally at TeleSign’s sole discretion, without prior notice to you.
3.6. Nothing in this License Agreement gives you a right to use any of TeleSign’s trade names, trademarks, service marks, logos, domain names, or other distinctive brand features.
3.7. You agree that you will not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the SDK.
4. Use of the SDK by You
4.1. TeleSign agrees that it obtains no right, title or interest from you (or your licensors) under this License Agreement in or to any software applications that you develop using the SDK, including any Intellectual Property Rights that subsist in those applications.
4.2. You agree to use the SDK and write applications only for purposes that are permitted by (a) this License Agreement and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including without limitation any laws regarding the export of data or software to and from the United States or other relevant countries, and any applicable privacy or data protection laws such as the United States Telephone Consumer Protection Act of 1991 (47 U.S.C. 227)).
4.3. You agree that if you use the SDK to develop applications for general public users, you will protect the privacy and legal rights of those users. If the users provide you with user names, passwords, or other login information or personal information, you must make the users aware that the information will be available to your application, and you must provide legally adequate privacy notice and protection for those users. If your application stores personal or sensitive information provided by users, it must do so securely.
4.4. You agree that you will not engage in any activity with the SDK, including the development or distribution of an application, that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of any third party including, but not limited to, TeleSign or any mobile communications carrier.
4.5. You agree that you are solely responsible for (and that TeleSign has no responsibility to you or to any third party for) any data, content, or resources that you create, transmit or display through your applications developed with the SDK, and for the consequences of your actions (including any loss or damage which TeleSign may suffer) by doing so.
4.6. You agree that you are solely responsible for (and that TeleSign has no responsibility to you or to any third party for) any breach of your obligations under this License Agreement, any applicable third party contract or Terms of Service, or any applicable law or regulation, and for the consequences (including any loss or damage which TeleSign or any third party may suffer) of any such breach.
5. Your Account Credentials
5.1. You agree that you are responsible for maintaining and shall maintain the confidentiality of any account credentials that may be issued to you by TeleSign for programmatic access to TeleSign’s services and/or application programming interfaces (together, ìAPIsî), and that you will be solely responsible for all applications that are developed under your account credentials and any interaction by your applications with the TeleSign APIs.
6. Privacy and Information
7. Third Party Applications
7.1. If you use the SDK to run applications developed by a third party or that access data, content or resources provided by a third party, you agree that TeleSign is not responsible for those applications, data, content, or resources. You understand that all data, content or resources which you may access through such third party applications are the sole responsibility of the person from which they originated and that TeleSign is not liable for any loss or damage that you may experience as a result of the use or access of any of those third party applications, data, content, or resources.
7.2. You should be aware the data, content, and resources presented to you through such a third party application may be protected by intellectual property rights which are owned by the providers (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on these data, content, or resources (either in whole or in part) unless you have been specifically given permission to do so by the relevant owners.
7.3. You acknowledge that your use of such third party applications, data, content, or resources may be subject to separate terms between you and the relevant third party. In that case, this License Agreement does not affect your legal relationship with these third parties.
8. Using TeleSign APIs
8.1. If you use any API to send or retrieve data to or from TeleSign, you acknowledge that the data may be protected by intellectual property rights which are owned by TeleSign or those parties that provide the data (or by other persons or companies on their behalf). Your use of any such API may be subject to additional terms of service. You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this data (either in whole or in part) unless allowed by the relevant Terms of Service.
8.2. If you use any API to send or retrieve a data to or from TeleSign, you acknowledge and agree that you shall do so only in strict compliance with any terms of service or other agreed contractual terms related to your use of the APIs.
9. Terminating this License Agreement
9.1. This License Agreement will continue to apply until terminated by either you or TeleSign as set out below.
9.2. If you want to terminate this License Agreement, you may do so by ceasing your use of the SDK and any relevant account credentials.
9.3. TeleSign may at any time, terminate this License Agreement with you if: (A) you have breached any provision of this License Agreement; or (B) TeleSign is required to do so by law; or (C) the partner with whom TeleSign offered certain parts of SDK (such as APIs) to you has terminated its relationship with TeleSign or ceased to offer certain parts of the SDK to you; or (D) TeleSign decides to no longer provide the SDK or certain parts of the SDK to users in the country in which you are resident or from which you use the service, or the provision of the SDK or certain SDK services to you by TeleSign is, in TeleSign’s sole discretion, no longer commercially viable.
9.4. When this License Agreement comes to an end, all of the legal rights, obligations and liabilities that you and TeleSign have benefited from, been subject to (or which have accrued over time whilst this License Agreement has been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraphs 6, 7, 8, 9, 10, 11, 12 and 13 shall continue to apply to such rights, obligations and liabilities indefinitely.
10. DISCLAIMER OF WARRANTIES
10.1. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SDK IS AT YOUR SOLE RISK AND THAT THE SDK IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND FROM TELESIGN.
10.2. YOUR USE OF THE SDK AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SDK IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE.
10.3. TELESIGN FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
11. LIMITATION OF LIABILITY
11.1. YOU EXPRESSLY UNDERSTAND AND AGREE THAT TELESIGN, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT TELESIGN OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
12.1. To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless TeleSign, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneyís fees) arising out of or accruing from (a) your use of the SDK, (b) any application you develop on the SDK that infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy, and (c) any non-compliance by you with this License Agreement.
13. Changes to the License Agreement
13.1. TeleSign may make changes to the License Agreement as it distributes new versions of the SDK. When these changes are made, TeleSign, in its sole determination, will make a new version of the License Agreement available to you with the distribution of any updated version of the SDK.