ARC XP SDK LICENSE AGREEMENT
By downloading or using any Arc XP software development kits (SDKs) (each, together with all related documentation, the “SDK”), you and the company or entity that you represent (collectively, “you” or “your”) are consenting to be bound by and are becoming a party to this SDK License Agreement (“Agreement”) with WP Company LLC d/b/a The Washington Post (“Post”). If you are entering into this Agreement on behalf of a company or other entity, you hereby represent and warrant that you are authorized and lawfully able to bind such company or entity that you represent to this Agreement. If you do not have such authority or do not agree to all of the terms of this Agreement, you may not download or use the SDK.
1. LICENSE GRANT. In order to use the SDK, you must have a then-currently effective subscription pursuant to an agreement with the Post for the cloud-based tool with which the SDK is designed to interoperate (such tool, an “Arc Tool”, and such subscription, a “Subscription”). If you do not have such a subscription, you must not download or use the SDK. Subject to the terms and conditions of this Agreement, Post hereby grants you a non-exclusive, non-sublicensable, non-transferable license during the term of the applicable Subscription to use the SDK in your application(s) that interoperate with the applicable Arc Tool (“Your Applications”) solely for the purpose of using such Arc Tool as permitted in such agreement. You acknowledge that your use of any components provided with the SDK that are licensed under an open source software license (“Open Source Components”) are not part of the SDK licensed hereunder and are subject to and governed solely by the terms of the applicable license(s) for those components, and not by this Agreement.
2. RESTRICTIONS; OWNERSHIP. You agree not to: (a) reverse engineer the SDK, modify or make derivative works based upon the SDK, copy any features, functions, or other aspect of the SDK, or use or access the SDK to build a competitive product or service; (b) bypass or breach any security protocol, metering system, or other protection of the SDK, or otherwise work around any technical limitation; (c) resell, redistribute, sublicense, or otherwise transfer the SDK; or (d) use the SDK in violation in any applicable law (including export laws) or outside the scope expressly permitted herein. Post and its licensors own all intellectual property and other rights in the SDK, and all improvements, updates, modifications, and enhancements to the SDK. The SDK is licensed and not sold.
3. DISCLAIMERS. POST PROVIDES THE SDK AND OPEN SOURCE COMPONENTS “AS IS” WITHOUT ANY WARRANTY OF ANY KIND AND POST HEREBY DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, OR OTHERWISE, WILL POST BE LIABLE TO YOU IN CONNECTION WITH THE SDK FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING LOSS OF GOODWILL, LOST PROFITS AND LOST SALES OR BUSINESS), OR (B) ANY AGGREGATE DAMAGES IN EXCESS OF ONE HUNDRED DOLLARS ($100).
4. TERMINATION. Each party may terminate this Agreement and the license granted herein at any time, provided that your license to the SDK will automatically terminate upon expiration or termination of your applicable Subscription. Upon termination, you must delete or remove all copies of the SDK in your possession or control. All remedies for breach, and Sections 2 through 5, shall survive any termination of this Agreement.
5. MISCELLANEOUS. This Agreement shall be governed by the laws of the State of New York. All disputes arising out of or in connection with this Agreement must be brought in the state or federal courts located in New York, New York. Neither this Agreement, nor any rights or obligations of a party relating to this Agreement, may be assigned or transferred by a party without the prior written consent of the other party. Notwithstanding the foregoing, either party may assign this Agreement to an entity that controls, is controlled by, or is under common control with such party (where control means ownership of at least half of the shares, equity interest, or other voting securities), or to a successor to substantially all of the assets or business of the assigning party related to this Agreement. This Agreement: (a) may be executed in one or more counterparts; (b) may be amended or supplemented only by written instrument signed by the parties; (c) does not create a partnership, joint venture, agency, employment, or other similar relationship between the parties; (d) is for the sole benefit of the parties and does not confer any benefit on any third party; (e) shall remain valid and enforceable despite a holding by any court that any specific provision is invalid or unenforceable, except for such specific provision; (f) does not limit either party’s ability to seek equitable relief; (g) constitutes the entire agreement and understanding of the parties with respect to its subject matter; and (h) supersedes all oral communications and prior writings with respect thereto.