Mailchimp Mobile Software Development Kit License Agreement
IMPORTANT- PLEASE READ CAREFULLY BEFORE OPENING, INSTALLING, COPYING OR USING THE SDK. This Software Development Kit License Agreement (“Agreement”) is a legal document by and between you (hereinafter referred to as “You” “Your” or “Licensee”) and The Rocket Science Group LLC (“Mailchimp”) (each a “Party” and collectively, “Parties”) for the mobile software development kit, including any upgrades, modified versions, updates, additions, and copies of the foregoing, including the software and related documentation (the “Mobile SDK”)
BY OPENING, INSTALLING, COPYING OR USING THE MOBILE SDK OR ANY PORTION THEREOF, YOU AGREE TO ALL THE TERMS OF THIS AGREEMENT. IF YOU ARE AGREEING TO THIS AGREEMENT AS AN INDIVIDUAL, “YOU” “YOUR” AND “LICENSEE” REFERS TO YOU INDIVIDUALLY. IF YOU ARE AGREEING TO THIS AGREEMENT AS A REPRESENTATIVE OF A LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND THAT ENTITY AND “YOU” “YOUR” AND “LICENSEE” REFERS TO THAT LEGAL ENTITY AND ALL THE USERS ACCESSING THE SOFTWARE BY, THROUGH OR ON BEHALF OF THAT LEGAL ENTITY. IF YOU DO NOT AGREE WITH ALL OF THE TERMS OF THIS AGREEMENT, DO NOT (AND ENSURE THAT YOUR END USERS DO NOT) OPEN, INSTALL, COPY OR USE THE SDK.
TERMS AND CONDITIONS FOR USE, REPRODUCTION, AND DISTRIBUTION
"License" shall mean the terms and conditions for use, reproduction, and distribution as defined by Sections 1 through 10 of these Terms and Conditions for Use, Reproduction and Distribution.
"Legal Entity" shall mean the union of the acting entity and all other entities that control, are controlled by, or are under common control with that entity. For the purposes of this definition, "control" means (i) the power, direct or indirect, to cause the direction or management of such entity, whether by contract or otherwise, or (ii) ownership of fifty percent (50%) or more of the outstanding shares, or (iii) beneficial ownership of such entity.
"You" (or "Your") shall mean an individual or Legal Entity exercising permissions granted by this License.
"Source" form shall mean the preferred form for making modifications, including but not limited to software source code, documentation source, and configuration files.
"Object" form shall mean any form resulting from mechanical transformation or translation of a Source form, including but not limited to compiled object code, generated documentation, and conversions to other media types.
"Work" shall mean the work of authorship, whether in Source or Object form, made available under the License, as indicated by a copyright notice that is included in or attached to the work.
"Derivative Works" shall mean any work, whether in Source or Object form, that is based on (or derived from) the Work and for which the editorial revisions, annotations, elaborations, or other modifications represent, as a whole, an original work of authorship. For the purposes of this License, Derivative Works shall not include works that remain separable from, or merely link (or bind by name) to the interfaces of, the Work and Derivative Works thereof.
"Contribution" shall mean any work of authorship, including the original version of the Work and any modifications or additions to that Work or Derivative Works thereof, that is intentionally submitted to Mailchimp for inclusion in the Work by the copyright owner or by an individual or Legal Entity authorized to submit on behalf of the copyright owner. For the purposes of this definition, "submitted" means any form of electronic, verbal, or written communication sent to Mailchimp or its representatives, including but not limited to communication on electronic mailing lists, source code control systems, and issue tracking systems that are managed by, or on behalf of, Mailchimp for the purpose of discussing and improving the Work, but excluding communication that is conspicuously marked or otherwise designated in writing by the copyright owner as "Not a Contribution."
"Contributor" shall mean Mailchimp and any individual or Legal Entity on behalf of whom a Contribution has been received by Mailchimp and subsequently incorporated within the Work.
2. Grant of Copyright License
Subject to the terms and conditions of this Agreement, each Contributor hereby grants to You a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable copyright license to reproduce, prepare Derivative Works of, publicly display, publicly perform, sublicense, and distribute the Work and such Derivative Works in Source or Object form.
3. Grant of Patent License
Subject to the terms and conditions of this License, each Contributor hereby grants to You a perpetual, worldwide, non-exclusive, no-charge, royalty-free, irrevocable (except as stated in this section) patent license to make, have made, use, offer to sell, sell, import, and otherwise transfer the Work, where such license applies only to those patent claims licensable by such Contributor that are necessarily infringed by their Contribution(s) alone or by combination of their Contribution(s) with the Work to which such Contribution(s) was submitted. If You institute patent litigation against any entity (including a cross-claim or counterclaim in a lawsuit) alleging that the Work or a Contribution incorporated within the Work constitutes direct or contributory patent infringement, then any patent licenses granted to You under this License for that Work shall terminate as of the date such litigation is filed.
You may reproduce and distribute copies of the Work or Derivative Works thereof in any medium, with or without modifications, and in Source or Object form, provided that You meet the following conditions:
a) You must give any other recipients of the Work or Derivative Works a copy of this License; and
b) You must cause any modified files to carry prominent notices stating that You changed the files; and
c) You must retain, in the Source form of any Derivative Works that You distribute, all copyright, patent, trademark, and attribution notices from the Source form of the Work, excluding those notices that do not pertain to any part of the Derivative Works; and
d) If the Work includes a "NOTICE" text file as part of its distribution, then any Derivative Works that You distribute must include a readable copy of the attribution notices contained within such NOTICE file, excluding those notices that do not pertain to any part of the Derivative Works, in at least one of the following places: within a NOTICE text file distributed as part of the Derivative Works; within the Source form or documentation, if provided along with the Derivative Works; or, within a display generated by the Derivative Works, if and wherever such third-party notices normally appear. The contents of the NOTICE file are for informational purposes only and do not modify the License. You may add Your own attribution notices within Derivative Works that You distribute, alongside or as an addendum to the NOTICE text from the Work, provided that such additional attribution notices cannot be construed as modifying the License.
You may add Your own copyright statement to Your modifications and may provide additional or different license terms and conditions for use, reproduction, or distribution of Your modifications, or for any such Derivative Works as a whole, provided Your use, reproduction, and distribution of the Work otherwise complies with the conditions stated in this License.
5. Submission of Contributions
Any Contribution submitted for inclusion in the Work by You to Mailchimp shall be made under the terms and conditions of the Individual Contributor License Agreement or the Software Grant and Corporate Contributor License Agreement, as applicable.
This License does not grant permission to use the trade names, trademarks, service marks, or product names of Mailchimp, except as required for reasonable and customary use in describing the origin of the Work and reproducing the content of the NOTICE file.
7. Export controls
The Mobile SDK is subject to united states export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the Mobile SDK. These laws include restrictions on destinations, end-users and end use.
8. Disclaimer of Warranty
Unless required by applicable law or agreed to in writing, Licensor provides the Work (and each Contributor provides its Contributions) on an “AS IS” BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied, including, without limitation, any warranties or conditions of TITLE, NON-INFRINGEMENT, MERCHANTABILITY, or FITNESS FOR A PARTICULAR PURPOSE. You are solely responsible for determining the appropriateness of using or redistributing the Work and assume any risks associated with Your exercise of permissions under this License.
9. Limitation of Liability
In no event and under no legal theory, whether in tort (including negligence), contract, or otherwise, unless required by applicable law (such as deliberate and grossly negligent acts) or agreed to in writing, shall any Contributor be liable to You for damages, including any direct, indirect, special, incidental, or consequential damages of any character arising as a result of this License or out of the use or inability to use the Work (including but not limited to damages for loss of goodwill, work stoppage, computer failure or malfunction, or any and all other commercial damages or losses), even if such Contributor has been advised of the possibility of such damages.
10. Accepting Warranty or Additional Liability
While redistributing the Work or Derivative Works thereof, You may choose to offer, and charge a fee for, acceptance of support, warranty, indemnity, or other liability obligations and/or rights consistent with this License. However, in accepting such obligations, You may act only on Your own behalf and on Your sole responsibility, not on behalf of any other Contributor, and only if You agree to indemnify, defend, and hold each Contributor harmless for any liability incurred by, or claims asserted against, such Contributor by reason of your accepting any such warranty or additional liability.
Copyright 2020, The Rocket Science Group LLC
Unless required by applicable law or agreed to in writing, software distributed under the License is distributed on an "AS IS" BASIS, WITHOUT WARRANTIES OR CONDITIONS OF ANY KIND, either express or implied. See the License for the specific language governing permissions and limitations under the License.
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