THE INTENT OF THE DEVELOPER ZONE PORTAL IS TWO-FOLD: (1) TO PROVIDE NETWORK ADMINISTRATORS AND DEVELOPERS (ALSO REPRESENTED AS “YOU” AND “YOUR”) WITH INFORMATION THAT WILL ASSIST THEM IN INTEGRATING KERIO PRODUCTS INTO THEIR NETWORKS; AND (2) TO PROVIDE AN INTERACTIVE FORUM IN WHICH DEVELOPERS CAN EXCHANGE IDEAS REGARDING KERIO PRODUCTS AND TECHNOLOGIES.
THERE MAY BE ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO CERTAIN PARTS OR FEATURES OF THE DEVELOPER ZONE PORTAL, ALL OF WHICH ARE INCORPORATED HEREIN BY REFERENCE. YOU AGREE TO ABIDE BY SUCH OTHER TERMS AND CONDITIONS. TO THE EXTENT THAT A CONFLICT EXISTS BETWEEN THE TERMS PROVIDED BELOW AND THOSE POSTED FOR OR APPLICABLE TO CERTAIN PARTS OR FEATURES OF THE DEVELOPMENT ZONE PORTAL, THE LATTER ARE CONTROLLING.
Your assent to this Agreement allows you to access and use the Developer Zone Portal (also known as the “Website”) in accordance with the terms and conditions of this Agreement. Kerio is providing the Developer Zone Portal to you for the purpose of allowing you to engage in technical discussions with other developers and administrators (You and anyone else viewing and utilizing the Website are known as “Participants”) about certain topics related to development for Kerio products and technology only.
2. User Account.
a. To gain unrestricted/complete access to and use of the Developer Zone Portal, you will need to register and establish a user account, including establishing a user name or alias and password ("Account").
b. All registration information will be kept completely confidential by Kerio.
c. You agree to keep your Account password confidential and not share it with others. You are personally responsible for any use of the Developer Zone Portal with your username and password.
d. You also agree not to sell or in any way transfer the benefits of the Developer Zone Portal to any third party.
3. License to Use the Portal and its Content; Restrictions.
a. Subject to the terms and conditions of this Agreement, Kerio grants you a non-exclusive, non-transferable, revocable license to access and use the Developer Zone Portal and its Contents for the intended purposes stated above.
b. The Developer Zone Portal offers Participants free access to information and tools (all of the content provided on the Developer Zone Portal by Kerio, to include the “API”, is collectively referred to herein as “Kerio Content”) related to the Kerio APIs, to include, but not limited to (i) information regarding Kerio APIs, (ii) access to a downloadable copy of the API (usage of the API as part of the SDK is governed by a separate license agreement, as discussed in Section 5 hereof), and documentation associated with the API, (iii) written and video tutorials on running the API, and (iv) code examples. The Developer Zone Portal also provides access to information and discussion provided by Kerio and the Participants on a blog and an interactive forum (input/submissions provided by the Participants is referred to as “Participant Content”; the Kerio Content and the Participant Content collectively make up the “Content”).
c. The Content is offered “AS IS” and WITHOUT ANY WARRANTIES of any kind.
d. You acknowledge that Kerio does not screen any Participant Content.
e. You acknowledge and agree that any use or dissemination by You of the Content will be YOUR SOLE RESPONSIBILITY and AT YOUR OWN RISK; You acknowledge and agree that Kerio bears no liability or responsibility for such use or dissemination.
f. You agree to fully indemnify and hold harmless Kerio, its officers, directors, and it employees against any and all claims resulting from Your use of the Developer Zone Portal and any breach of this Agreement.
h. You acknowledge and agree that no licenses to any Kerio intellectual property rights, expressly or by implication, estoppel or otherwise, are granted by Kerio to You under this Agreement. You further understand and agree that Kerio retains all legal rights to any intellectual property (to include but not limited to content which is patented, trademarked, copyrighted or that contains trade secrets) provided on the Developer Zone Portal.
4. Contribution of Participant Content; License to Kerio and Participants.
a. The Developer Zone Portal may offer interactive features that allow You and other Participants to submit and/or post content, to include but not limited to information, comments, feedback/responses, materials, data, text, images, documents, code or other Participant content, or links to third party content (collectively “Participant Content”) on areas of the Developer Zone Portal that are accessible and viewable by other Participants.
b. You acknowledge that Kerio has sole discretion in whether to accept and post submissions, and that submissions may be deleted for any reason at any time.
c. You also acknowledge that Kerio has no obligation to store submissions or postings.
d. You agree that You are solely liable for any Participant Content submitted or posted by You to the Developer Zone Portal and You further agree to fully indemnify and hold harmless Kerio regarding any claims that may result from Your submission or posting.
e. You further agree to acquire any consents, permissions, or licenses relevant to Your postings or submissions.
f. You acknowledge and agree to the Usage Guidelines regarding all contributions, as provided in Section 11 below.
g. You hereby grant Kerio a free of charge, perpetual, irrevocable, worldwide, royalty-free, non-exclusive, unrestricted license to use, reproduce, modify, create derivative works from, incorporate into Kerio products, distribute, sublicense, and display in any media, marketing, promotional or advertising materials, any Participant Content you submit in connection with the Developer Zone Portal for any purpose, without any compensation or obligation to you.
h. You also agree that with respect to any intellectual property rights You may have in the Participant Content You submit or post, to include moral or equivalent rights (including without limitation rights of attribution, identity, integrity, disclosure or withdrawal), You hereby assign such rights to Kerio and agree never to assert such rights against Kerio.
i. You also hereby grant Your fellow Participants a free of charge, perpetual, worldwide, royalty free and non-exclusive license to use, reproduce, modify for their personal and non-commercial (not for sale to third parties) use the Participant Content You have submitted or posted.
j. If You do not wish to grant to Kerio and the Participants the foregoing licenses and abide by these Section 4 provisions (to include the contribution guidelines provided in Section 11), do not submit or post Your Participant Content to the Developer Zone Portal.
5. License to use of SDK.
Download and use of the Software Developer’s Development Kit (the “SDK” includes the API, documentation and code/API usage examples ) is governed under Kerio’s SDK End User License Agreement (the “SDK License”), which will appear on your screen and must be accepted first. A link to the SDK License is also provided on the Developer Zone Portal.
6. Objectionable Material; No responsibility for Content.
a. You acknowledge that Kerio may or may not pre-screen submissions posted by Participants of the Developer Zone Portal.
b. You acknowledge that by using the Developer Zone Portal, You may encounter Content that You find offensive, indecent, or objectionable.
c. You agree to use the Developer Zone Portal at Your sole risk and agree that Kerio shall have no liability to you for Content that you find offensive, indecent, or objectionable.
d. You acknowledge and agree that Kerio is not responsible for examining and evaluating the Content provided through the Developer Zone Portal.
e. You acknowledge that Kerio does not guarantee the accuracy, integrity or quality of such Content.
f. You acknowledge that Kerio does not warrant or endorse any Content provided on the Developer Zone Portal nor does it assume any liability or responsibility therefor, including, but not limited to, any errors or omissions in any Content, nor any loss or damage of any kind incurred as a result of the use of any Content.
7. Removal of Content or Functionality.
a. Kerio retains the right, but not the responsibility, to edit, move or remove any Content, including those submissions or posts deemed by Kerio to violate this Agreement.
b. Kerio bears no responsibility for or liability related to editing, moving, removing, or continuing to permit the display of any Content.
c. Kerio reserves the right not to post or publish any Content, and to delete, remove or edit any Content, at any time in its sole discretion without notice or liability.
d. Kerio reserves the right, but not the obligation, to monitor any Content posted by You or otherwise available on the Developer Zone Portal, to investigate any reported or apparent violation of this Agreement, and to take any action that Kerio in its sole discretion deems appropriate.
e. Kerio reserves the right to impose limits on the use of or access to certain features or portions of the Developer Zone Portal without notice or liability to You.
a. The Development Zone Portal forum (the “Forum”) is a completely confidential platform to exchange ideas and information.
b. For purposes of confidentiality, Kerio is providing a limited exception to your Partner Agreement (“Partner Agreement” is defined as the authorized Kerio partner’s applicable reseller or distributor agreement) by allowing You to discuss Confidential Information that You have obtained from Kerio under such Partner Agreement with other Participants in this confidential Forum only.
c. Except for the limited purpose of discussions with other Participants within this confidential Forum, You acknowledge and agree that this Agreement does not grant You the right to copy, reproduce, publish, blog, disclose, transmit, or otherwise disseminate any Kerio Confidential Information.
9. No Kerio Assistance or Support.
a. Kerio may, but is under no obligation to, provide information, discussion, commentary, technical guidance/support or other assistance (collectively “Responses”) on the Developer Zone Portal in response to Participant comments or inquiries.
b. To the extent Responses are provided by Kerio or its employees, such responses are provided “AS IS” and WITHOUT ANY WARRANTIES of any kind.
c. With respect to dialogue on the Blog or the Forum of the Developer Zone Portal, Kerio employees participating therein are not official spokespeople for Kerio and their dialogue is offered as their personal opinions. Accordingly, you expressly acknowledge and agree that Kerio bears no responsibility or liability regarding such Responses.
d. The Developer Zone Portal is not provided as an alternative to Kerio’s support request forum, as provided on its website, and should not be used as such.
10. Term and Termination.
This Agreement will continue to apply until terminated by either you or Kerio as set forth below.
a. Termination by Kerio. This Agreement and all rights and licenses granted by Kerio hereunder may be terminated for any reason, without cause, by Kerio with immediate effect upon notice to you. However, be advised that this Agreement will likely be terminated if (i) You breach any provision hereof; (ii) Your Partner Agreement has been terminated; (iii) Kerio has elected to discontinue the Developer Zone Portal; (iii) there has been an extended period of inactivity in Your account; or (iv) Your account is used or has been compromised by any third parties. Upon any termination of this Agreement, You shall promptly discontinue use of the Developer Zone Portal.
b. Termination by You. If You wish to terminate the Agreement, You may do so by notifying Kerio at any time.
c. Termination of the Developer Zone Portal. In the event that Kerio changes or suspend/discontinues any part or all of the Developer Zone Portal, which Kerio may do at its election and without notice, You acknowledge that You may no longer be able to use such Developer Zone Portal to the same extent as prior to such change, suspension or discontinuation, and that Kerio shall have no liability to You or to any third party in such case, including for removing access to any Content.
d. Survival. The following sections of this Agreement shall survive any expiration or termination of the Agreement: Sections 3c, 3d, 3f-i, 4c, 4d, 4g-I, 7a-c, 8, 9b, 9c, 12-18.
11. Usage Guidelines.
You agree to comply with the following usage guidelines:
a. Regarding contribution of Content:
(1) Do not contribute Content that violates any Kerio or third party agreements (ie. confidentiality agreement).
(2) Do not contribute Content that infringes or otherwise violate the intellectual property rights of third parties. If You do not have all legal rights associated with Your submission or posting, do not submit or post.
(4) Do not submit any content which may contain viruses or other harmful and/or contaminating software codes, files, programs or features.
b. Regarding participation in the Forum:
(1) Respect Your fellow developer’s time by staying focused on the technical aspects of developing software. Only post constructive comments and questions. Posts should always be either a technical question or a technical answer. Accordingly, do not post about nontechnical topics, such as:
(a) Speculation or rumors about unannounced Kerio products;
(b) Kerio policies or procedures;
(c) Industry news or gossip;
(d) Job opportunities;
(e) Polls, petitions or links to the same;
(f) Advertising, selling or marketing products or services; or
(g) spam, junk mail or solicitations of any kind.
(2) Only post questions or answers that are relevant to the applicable topic of discussion.
(3) Be polite. Everyone should feel comfortable reading or participating in the Developer Zone Portal. Do not post or encourage abusive, threatening, harassing, defamatory or libelous, offensive, obscene, harmful, pornographic, objectionable or otherwise inappropriate statements. Do not post material or links that may be found objectionable by other Participants. If You feel a post is inappropriate, use the link “Report Abuse”, located under the post. Regardless, Kerio is not responsible for the posts or submissions of Participants.
c. Do not use inappropriate or offensive screen names, or screen names containing website references, email addresses, or other contact information.
d. Always adhere to applicable laws and regulations.
(1) No material may be submitted that is intended to encourage or commit any act which may create criminal or civil liability.
(2) Do not submit software or descriptions of processes that break or otherwise ”work around” digital rights management software or hardware.
(3) Do not submit software or descriptions of alternative methods of developing software or hardware that breaks or otherwise ”works around” Kerio’s SDK.
(4) Do not circumvent or otherwise tamper with security components (if any) of the Developer Zone Portal.
(5) Do not use someone else’s account t or impersonate another user, person or entity.
(6) Do not to exploit the Developer Zone Portal or the Content thereof in any unauthorized way, including but not limited to burdening network capacity or using technologies that may harm or interfere with the Developer Zone Portal or the remainder of the Kerio website.
(7) Do not violate the privacy of other Participants or other third parties.
(8) Do not infringe upon the intellectual property rights of other Participants or other third parties.
Failure to adhere to these guidelines may result in Kerio removing or editing Your post and a notification. Kerio may also post moderator comments explaining the guideline violation. Serious or repeated failure to abide by these guidelines may result in temporary or permanent suspension of Your ability to participate in the Developer Zone Portal or termination of Your registration as a Participant.
12. Compliance with Legal Process.
Kerio reserves the right to takes steps Kerio believes are reasonably necessary or appropriate to cooperate with any legal process relating to Your use of the Developer Zone Portal or Content (including a third party claim that Your use of the Developer Zone Portal or Content is unlawful and/or infringes such third party's rights). Accordingly, You agree that Kerio has the right, without liability to You, to disclose your Account information to law enforcement authorities, government officials, or a third party, as Kerio believes is reasonably necessary or appropriate to cooperate with such a legal process.
13. Warranty Disclaimer.
KERIO DISCLAIMS ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, REGARDING THE USE OF DEVELOPER ZONE PORTAL OR ANY CONTENT THEREOF, TO INCLUDE BUT NOT LIMITED TO WARRANTIES OF TITLE, MERCHANTIBILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT OR WARRANTIES THAT THE DEVELOPER ZONE PORTAL OR ANY CONTENT THEREOF WILL BE ACCURATE, FREE OF ERRORS OR DEFECTS, FREE OF VIRUSES OR CONTAMINATION, UNINTERRUPTED, OR THAT ANY DEFECTS WILL BE CORRECTED. THE DEVELOPER ZONE PORTAL AND THE CONTENT PROVIDED THEREIN IS PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS. THE CONTENTS PROVIDED THEREIN ARE SUBJECT TO CHANGE WITHOUT NOTICE. KERIO CANNOT ENSURE THAT ANY FILES, INFORMATION OR OTHER DATA YOU ACCESS OR DOWNLOAD FROM THE SERVICE WILL BE FREE OF VIRUSES OR CONTAMINATION OR DESTRUCTIVE FEATURES. KERIO DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY PARTICIPANTS OR OTHER THIRD PARTIES IN CONNECTION WITH OR RELATED TO YOUR USE OF THE DEVELOPER ZONE PORTAL. YOU ASSUME TOTAL RESPONSIBILITY AND ALL RISKS FOR YOUR USE OF THE DEVELOPER ZONE PORTAL, INCLUDING BUT NOT LIMITED TO ANY INFORMATION OBTAINED THEREON OR CODE COPIED OR DOWNLOADED THEREFROM. YOUR SOLE REMEDY AGAINST KERIO FOR DISSATISFACTION WITH THE DEVELOPER ZONE PORTAL IS TO STOP USING SUCH PORTAL. THIS LIMITATION OF RELIEF IS A PART OF THE BARGAIN BETWEEN THE PARTIES.
14. Limitation of Liability.
a. YOU AGREE NOT TO TAKE ANY LEGAL ACTION OR MAKE ANY CLAIM AGAINST KERIO OR ANY OF ITS SUPPLIERS, OR SUPPORT ANY THIRD PARTY ACTION OR CLAIM, IN RELATION TO THE DEVELOPER ZONE PORTAL AND/OR YOUR USAGE THEREOF.
b. EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT WILL KERIO BE LIABLE TO YOU FOR ANY DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, TO INCLUDE DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO WORK STOPPAGE, LOST PROFITS, COMPUTER MALFUNCTION OR FAILURE. EVEN IF KERIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THIS AGREEMENT, KERIO IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS THAT ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH YOUR USE OF THE DEVELOPER ZONE PORTAL, KERIO’S LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT ALLOWED BY THE LAW.
15. Export Controls.
The sale and/or distribution of certain pieces of Content, e.g., the source code, may be subject to the export and/or trade laws and regulations of the U.S. or other countries. U.S. restrictions, which you agree to adhere to, are provided on the U.S. Department of Commerce website at www.bis.doc.gov/licensing/exportingbasics.htm.
Kerio may send You notice with respect to the Developer Zone Portal by sending an email message to the email address listed in Your Account, by sending a letter via postal mail to the contact address listed in Your user account, or by a posting on the Developer Zone Portal. Notices shall become effective immediately upon Kerio providing them.
17. Governing Law.
This Agreement shall be governed by the laws of California, U.S.A. All disputes arising out of or in connection with this Agreement shall be finally settled by arbitration in Santa Clara County, California under the Rules of Arbitration of the American Arbitration Association by one arbitrator appointed in accordance with the said Rules. The language of the arbitration proceedings shall be English. The parties hereby acknowledge that the language of this Agreement is English and that the original English-language version of this Agreement shall be the only authoritative version of this Agreement.
a. No delay or failure to take action under this Agreement will constitute a waiver unless expressly waived in writing, signed by a duly authorized Kerio representative, and no single waiver will constitute a continuing or subsequent waiver.
b. If any provision is found to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
c. This Agreement constitutes the entire agreement between the parties with respect to your participation in the Developer Zone Portal.
19. Changes to this Agreement.
a. Kerio reserves the right, at any time, without notice, to unilaterally revise, supplement, and/or otherwise modify this Agreement and to impose new or additional rules, policies, terms, or conditions on Your use of the Developer Zone Portal, including revising the Usage Guidelines provided above.
b. A link to the most updated version of this Agreement will be posted on the Developer Zone Portal. It is Your responsibility to review the most updated version, particularly the usage guidelines, each time You enter the Developer Zone Portal.