Thank you for your interest in developing an application on our software platform ("Platform"). Our Platform is an extension of our powerful website building tools, which provides you with unique access to tens of millions of Website Creators and Users. The services offered by Custom Design Software, which is affiliated with CDSWEB ("CDSWEB" or "us" or "we" or "our") include the websites at http://www.cdsweb.net and http://www.cdswebdev.com as well as any other related websites, toolbars, widgets, or other distribution channels we may, from time to time, operate (collectively, "CDSWEB.net") and any other features, content, services or applications offered, from time to time, by us (collectively, the "Services"). You may access and develop on our Platform through various means, such as the CDSWEB Developer Platform, approved API’s ("CDSWEB APIs"), RSS feeds, the Widget Bank, and other means.
You represent that you are of legal age and fully able and competent to enter into the terms, conditions, obligations, representations and warranties set forth in these Application Developer Terms. If you are operating or creating an Application on or through CDSWEB.net as a representative of a company or legal entity, (i) you represent that you have the authority to enter into this Agreement on behalf of that company or entity, and (ii) you agree that the terms "you" and "your" in this Agreement refers to your company or legal entity.
You hereby agree that:
Subject to the other terms herein, you may store the following User Data for longer than 24 hours: (a) the user ID and other identifiers for CDSWEB.net elements that correspond to data gathered by your Application (except for relations between those ID’s), (b) or any User Data you collect directly from the Users.
Unless otherwise agreed in writing, (a) you may not charge Users for the use of any Application, or charge for additional features or benefits in connection with a free Application, (b) you may not show any third-party ads or web search boxes on Websites or anywhere else on the CDSWEB Services, and (c) you may not allow commercial transactions to be conducted through the use of your Application. You understand that we do not guarantee that your access or use of the Platform will always be free. You are responsible for paying any governmental taxes imposed on your use of the Platform or other Services, including, but not limited to, sales, use or value-added taxes. To the extent CDSWEB is obligated to collect such taxes, the applicable tax will be added to any fees CDSWEB may charge.
The provisions of "Content/Activity Prohibited" section of the Terms of Service apply to all content and activity by you and within your Application, including advertisements and user-generated Content, for which you are responsible. You must not promote or provide Content (including advertising) referencing, facilitating, containing or using, any of the prohibited Content or activity. Furthermore, you must address reported abusive Content in a timely manner.
You acknowledge that CDSWEB reserves the right, but shall have no obligation, to pre-screen, refuse to accept, post, display or transmit your Application through CDSWEB.net or on any Website or our Platform in whole or in part at any time for any reason with or without notice and with no liability.
Your Application may not spam or employ aggressive viral marketing strategies. For instance, you may not send a user-to-user notification unless the sending User has taken a direct action against one or more persons and would expect the notification to be sent. Similarly, any feed or stream published by your Application must have been clearly authorized and expected by the User. You must use discretion when publishing feeds or stream stories to prevent an excessive amount of such stories on a User’s behalf. In no case should a feed or stream story’s primary purpose be to promote or advertise your Application.
We can take enforcement action against you and any or all of your Applications if we determine in our sole judgment that you or your Application violates these Application Developer Terms, our Terms of Service or Guidelines. Enforcement action can include disabling your Application, restricting you and your Application's access to Platform functionality, terminating our agreements with you, or any other action as we in our sole discretion deem appropriate, without liability or prior notice to you.
You agree that, as between you and CDSWEB, CDSWEB owns all right, title and interest, including all intellectual property, in and to the Platform, APIs, and any other tools, data, documentation, CDSWEB Marks (as defined below) or code we may provide you to access our Platform (collectively, "CDSWEB IP"). Subject to the terms and conditions of these Application Developer Terms and during the term of these Application Developer Terms, you are hereby granted a limited, nonexclusive, non-sublicensable, non-transferable, freely revocable license to access the Platform and use the CDSWEB IP solely for the purpose of creating compatibility between the Platform and your Application. All rights not expressly granted hereunder are reserved by CDSWEB. You agree to abide by all copyright notices, information, or restrictions contained in any part of the CDSWEB IP. You must not alter, delete, or conceal any copyright, trademark, patent, or other notices contained on the CDSWEB IP, including notices on any material you download, transmit, display, print or reproduce from or using the CDSWEB IP. Any rights granted hereunder are granted solely to you and not, by implication or otherwise, to any parent, subsidiary, or affiliate of you. Except as expressly permitted under this Agreement, you agree not to, nor will you allow any third party (whether or not for your benefit) to run, rent, lease, loan, sell access to, copy, archive, store, reproduce, rearrange, modify, download, upload, create derivate works from, display, perform, publish, distribute, redistribute or disseminate any CDSWEB IP.
You own your Applications (subject to CDSWEB’s underlying rights in the CDSWEB IP). You hereby grant to CDSWEB a non-exclusive, sub-licenseble, transferable, perpetual, irrevocable, fully paid and royalty-free, worldwide license under all rights (including under any patent issued) to (i) access, reproduce, distribute, reformat, create derivative works, publicly perform, publicly display, and store and cache on our servers your Application, including the right to link to, frame or embed your Application and the right to allow third parties or CDSWEB to display advertising and other content with and in connection with your Application; and (ii) otherwise access, use and analyze your Application for our internal business purposes. The foregoing license does not limit our rights under any third party or open source license under which your Application is licensed.
Subject to and in accordance with the terms and conditions of this Agreement, CDSWEB grants you a limited, non-exclusive, non-transferable right (with no right to sublicense) to display the CDSWEB logo, trademarks, service marks and the like (collectively, "CDSWEB Marks") in the form provided by CDSWEB, solely for the purpose of indicating that your Application was created to interface with our Platform. You shall in no way imply endorsement by CDSWEB of your Application or any other product or service. CDSWEB retains the right to modify or change the CDSWEB Marks at any time. CDSWEB reserves all rights in and to the CDSWEB Marks and changes thereto, and you agree to only use the most current version of such changed CDSWEB Marks and not any prior versions. During the term of this Agreement, you may use the CDSWEB Marks we provide you in any press release or other public statements relating to your Application. Upon termination of this Agreement, you shall immediately cease to use the CDSWEB Marks.
You agree that CDSWEB, in its sole discretion, may use and refer to your trademarks, service marks, trade names, image, character, logos, domain names and other distinctive brand features or identification you provide us in marketing materials, financial reports, presentations, webite materials, customer lists and other media now known or hereafter discovered in connection with the marketing, advertising and promotion of the Platform, and any products, goods, features, capabilities and/or services associated with the Platform and your use and access of it.
Your license to the CDSWEB IP under these Application Developer Terms continues until terminated by yourself or CDSWEB. You may terminate the license and these Application Developer Terms by discontinuing use of the CDSWEB IP. You acknowledge and agree that CDSWEB may at any time and in its sole discretion, without liability, with or without cause and with or without notice: (a) terminate the license to the CDSWEB IP; (b) terminate or suspend your access to the Platform; (c) terminate these Application Developer Terms; or (d) remove, block, delete or disable access to your Application or any portion or feature of any of your Application or User Data. We further reserve the right, without liability, with or without notice and with or without cause, to discontinue the Platform and/or any portion or feature thereof for any reason in our sole discretion. Additionally, your rights to use the CDSWEB IP will terminate immediately if you violate any of the terms and conditions herein. CDSWEB also reserves the right to disable any User's access to your Application at any time, in its sole discretion, without notice or liability to you.
Upon expiration or termination of the license granted herein, you must immediately discontinue any and all use of the CDSWEB IP and delete all User Data provided by us in your possession or control (including from your Applications and your servers).
In addition to any unpaid payment obligations you may have incurred prior to termination, the following sections shall survive termination of this Agreement: sections 1, 2, 4, 5, 9-16.
You hereby irrevocably and unconditionally release and covenant not to sue CDSWEB and its affiliates, and each of their officers, directors, agents, shareholders, employees and representatives, for any and all claims, costs, losses, liabilities and damages of any sort (whether direct, indirect, special, consequential, or otherwise, and whether arising in tort (including negligence (whether active, passive or imputed)), contract, warranty, strict liability, reliance or under any other theory, and whether or not CDSWEB has been advised of the possibility of such damages) arising out of or in any way connected to: (i) Your Application or any intellectual property you develop that is based on, uses, or relates to the Platform or CDSWEB IP; and (ii) which otherwise may arise in connection with your use of, reliance on, or reference to User Data, Platform, or CDSWEB IP. If you are a California resident, you waive California Civil Code ¤1542, which says: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor."
Any code, material, data or other information relating to CDSWEB (including, without limitation, our software, Platform, and CDSWEB IP) that becomes known to you, whether orally, in writing, or by inspection of tangible objects, including technical data, research, product plans, or know-how, or otherwise, and that either is designated as confidential or that is not generally known or readily ascertainable to the public constitutes and contains proprietary and confidential information of CDSWEB ("Confidential Information"). You may not disclose Confidential Information to any person other than your employees with a need to know such information or consultants under contract to you who have agreed in writing to be bound by confidentiality restrictions at least as protective of the Confidential Information as these Application Developer Terms. You may not use the Confidential Information for any purpose other than to exercise your rights under these Application Developer Terms. You shall take reasonable measures to protect the secrecy of and to avoid the unauthorized use and disclosure of the Confidential Information. You shall immediately notify CDSWEB in the event you become aware of any unauthorized or suspected unauthorized use or disclosure of the Confidential Information. All Confidential Information remains the property of CDSWEB, and no license or other right in any Confidential Information is granted hereby. Upon our written request, you will destroy or return to CDSWEB all Confidential Information in your possession. In addition to the terms of this provision, you and CDSWEB will continue to be subject to any non-disclosure agreement that you and CDSWEB have entered into separately. This provision will survive any termination of these Application Developer Terms.
We can change these Application Developer Terms at any time without prior notice as we deem necessary. Your continued use of Platform constitutes acceptance of those changes. The failure of CDSWEB to exercise or enforce any right or provision of this Agreement does not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should try to give effect to the parties' intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect. The parties are independent contractors with respect to each other. This Agreement does not constitute and shall not be construed as constituting a partnership or joint venture among the parties hereto, or an employee-employer relationship and you agree that CDSWEB has no special relationship or fiduciary duty to you. You may not delegate your duties under this Agreement or assign this Agreement, in whole or in part. CDSWEB may assign this Agreement in whole or in part in its sole discretion without your consent and without notice. Except for any mutually executed amendments hereto, this Agreement and our Terms of Service constitute the entire agreement between you and CDSWEB and govern your use of the Services and Platform, superseding any prior agreements (whether written or oral) between you and CDSWEB regarding the subject matter hereof. Nothing in this Agreement shall prevent us from complying with the law and applicable regulations.
You may contact CDSWEB with regards to your Application by sending an email to Support at CDSWEB.net.[Last updated: August 21, 2012]