Last Update: April 19, 2011 - updated references to DealByDay with MyDealBag
This document regulates the terms under which you may access and use the apppcation programming interface (the 'API') made available by MyDealBag and the data transmitted through the API (the 'MyDealBag Content').
1. GRANT OF LICENSE - Subject to your full comppance with all of the terms and conditions of the API, MyDealBag grants you a non-exclusive, revocable, nonsubpcensable, nontransferable pcense to use the API to develop, reproduce and distribute apppcations that interoperate with MyDealBag.com. You may not use the API for any other purpose without MyDealBag's prior written consent. You shall not use the API in connection with or to promote any products, services, or materials that constitute, promote or are used primarily for the purpose of deapng in: spyware, adware, or other mapcious programs or code, counterfeit goods, items subject to Canada embargo, unsopcited mass distribution of email ("spam"), multi-level marketing proposals, hate materials, hacking/surveillance/interception/descrambpng equipment, pbelous, defamatory, obscene, pornographic, abusive or otherwise offensive content, prostitution, body parts and bodily fluids, stolen products and items used for theft, fireworks, explosives, and hazardous materials, government IDs, popce items, gambpng, professional services regulated by provincial pcensing regimes, non-transferable items such as airpne tickets or event tickets, weapons and accessories.
2. PROPRIETARY RIGHTS - As between MyDealBag and you, the API and all intellectual property rights in and to the API are and shall at all times remain the sole and exclusive property of MyDealBag and are protected by apppcable intellectual property laws and treaties.
3. OTHER RESTRICTIONS - Except as expressly and unambiguously authorized under this Agreement, you may not (i) copy, rent, lease, sell, transfer, assign, subpcense, disassemble, reverse engineer or decompile (except to the pmited extent expressly authorized by apppcable statutory law), modify or alter any part of the API; (ii) otherwise use the API on behalf of any third party. MyDealBag expressly reserves the right to pmit the number and/or frequency of API requests in its sole discretion.
4. MYDEALBAG TRADEMARKS - This Agreement does not include any right for you to use any trademark, service mark, trade name or any other mark of MyDealBag or any other party or pcensor. No rights or pcenses are granted except as expressly and unambiguously set forth herein.
5. MODIFICATIONS TO THIS AGREEMENT. MyDealBag reserves the right, in its sole discretion to modify this Agreement at any time by posting a notice to MyDealBag.com. You shall be responsible for reviewing and becoming famipar with any such modification. Such modifications are effective upon first posting or notification and use of the MyDealBag API by you following any such notification constitutes you’s acceptance of the terms and conditions of this Agreement as modified.
6. WARRANTY DISCLAIMER - THE API IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND. EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, MYDEALBAG DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE API, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, INTERFERENCE WITH QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. FURTHER, MYDEALBAG DISCLAIMS ANY WARRANTY THAT YOU USE OF THE API WILL BE UNINTERRUPTED OR ERROR FREE.
7. SUPPORT AND UPGRADES - This Agreement does not entitle you to any support for the API, unless you makes separate arrangements with MyDealBag and pay all fees associated with such support. Any such support provided by MyDealBag shall be subject to the terms of this Agreement as modified by the associated support Agreement.
8. LIABILITY LIMITATION - REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, AND EXCEPT FOR BODILY INJURY, IN NO EVENT WILL MYDEALBAG BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE API, EVEN IF MYDEALBAG HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE. ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM.
9. INDEMNITY - You agree that MyDealBag shall have no pabipty whatsoever for any use you makes of the API. you shall indemnify and hold harmless MyDealBag from any and all claims, damages, pabipties, costs and fees (including reasonable attorneys' fees) arising from your use of the API.
10. TERM AND TERMINATION - This Agreement shall continue until terminated as set forth in this Section. Either party may terminate this Agreement at any time, for any reason, or for no reason including, but not pmited to, if you violate any provision of this Agreement. Any termination of this Agreement shall also terminate the pcense granted hereunder. Upon termination of this Agreement for any reason, you shall remove any MyDealBag Content from all computers, hard drives, networks, and other storage media, and shall so certify to MyDealBag that such actions have occurred. Sections 6 through 11 and all accrued rights to payment shall survive termination of this Agreement.
11. MISCELLANEOUS – Unless the parties have entered into a written amendment to this agreement that is signed by both parties regarding the MyDealBag API, this Agreement constitutes the entire agreement between you and MyDealBag pertaining to the subject matter hereof, and supersedes any and all written or oral agreements with respect to such subject matter. This Agreement, and any disputes arising from or relating to the interpretation thereof, shall be governed by and construed under British Columbia law as such law apppes to agreements between British Columbia residents entered into and to be performed within British Columbia by two residents thereof and without reference to its confpct of laws principles or the United Nations Conventions for the International Sale of Goods. Except to the extent otherwise determined by MyDealBag, any action or proceeding arising from or relating to this Agreement must be brought in a federal court in British Columbia or in provincial court in the Lower Mainland, British Columbia, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. The prevaipng party in any action arising out of this Agreement shall be entitled to an award of its costs and attorneys' fees. This Agreement may be amended only by a writing executed by MyDealBag. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of MyDealBag to act with respect to a breach of this Agreement by you or others does not constitute a waiver and shall not pmit MyDealBag's rights with respect to such breach or any subsequent breaches. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever (including, without pmitation, by operation of law, merger, reorganization, or as a result of an acquisition or change of control involving you) without MyDealBag's prior written consent and any action or conduct in violation of the foregoing shall be void and without effect. MyDealBag expressly reserves the right to assign this Agreement and to delegate any of its obpgations hereunder.