1. API Uses and Restrictions.
Subject to your full compliance with the Terms, Cirrus Group LLC hereby grants You a limited, personal, non-sublicenseable, nonexclusive, non-transferable, revocable license to access and use the API solely as necessary to create and run websites and applications (collectively, "Applications") that meet all the requirements and conditions set forth in the Terms.
You shall not:
ALL RIGHTS NOT EXPRESSLY GRANTED IN THE TERMS ARE HEREBY RESERVED BY CIRRUS GROUP LLC.
2. Trademark Usage Guidelines
The DayCare Works, SchoolCare Works and Rec Care Works names and their associated graphics, logos, word marks, designs, and icons are registered trademarks of Cirrus Group LLC in the U.S. and/or other countries ("Cirrus Group LLC's Trademarks"). Subject to Your full compliance with the Terms, and Cirrus Group LLC's Trademark Usage Guidelines herein, Cirrus Group LLC hereby grants You a limited, personal, non-sublicenseable, non-transferable, nonexclusive, revocable license to use these Cirrus Group LLC Trademarks in Your Application. Cirrus Group LLC, in its sole discretion, will have the right to withhold Your right to use Cirrus Group LLC's Trademarks.
"DayCare Works (or SchoolCare Works or RecCare Works as appropriate) is a trademark of Cirrus Group LLC. This application is not endorsed or certified by Cirrus Group LLC."
3. Fees and Payments
Cirrus Group LLC reserves the right to charge fees for use of or access to the API or to modify any fees for future use or access to the API.
5. Use of Services
Cirrus Group LLC makes no representation that Your use of the Platform, the Content, or the API will comply with applicable laws or that they were designed to comply with applicable laws. Additionally, Cirrus Group LLC does not represent, warrant or guarantee the accuracy, timeliness, quality or reliability of any of the Content. You expressly agree that Cirrus Group LLC has no responsibility or control over the Content that You upload, post or otherwise transmit via the API or modifications You may make to the Content or Customer Data. You agree that Cirrus Group LLC and its Customers may review the Content before You upload, modify, post or otherwise transmit such Content. You agree that You must evaluate and bear all risks associated with the use of any Content, including any reliance on the accuracy, timeliness, quality, completeness or usefulness of the Content. Except where expressly stated to the contrary, Cirrus Group LLC possesses the immediate right, but not the obligation, to edit or remove any Content from the Platform at any time and/or terminate Your ability to access the API without notice, at its sole discretion.
6. Amendment of Terms
Cirrus Group LLC reserves the right at any time in its sole discretion without liability to You or any third party to modify, amend, suspend, restrict, deny or terminate Your access or the access of any users, including Cirrus Group LLC's Customers, to the Platform, the API, or any of the Platform's Content or services. Termination of a license to use the Platform and/or the API does not constitute termination of these Terms.
Cirrus Group LLC may amend these Terms, including, without limitation, the agreements and policies incorporated herein by reference, at any time. When Cirrus Group LLC changes any such agreement or policy in a material way a notice will be provided to You. You understand and agree that if You use the API or any of the services offered in connection the API after the date on which any of the foregoing terms have changed, Cirrus Group LLC will treat Your use as acceptance of the updated terms.
7. Property Rights
The Platform and API, including without limitation all intellectual property rights in and to the same, is owned by or licensed to Cirrus Group LLC. You must not modify, decompile, or reverse engineer any software (including, without limitation, the API) disclosed to You, and You must not remove or modify any copyright or trademark notice, or other notice of ownership. Subject to the following sentence, You acknowledge and agree that no right, title or interest in any Content is transferred to You as a result of Your use of such Content, the Platform, the API or any services provided or otherwise made available via the Website. Cirrus Group LLC does not claim ownership of Customer Data and shall have no obligation of any kind with respect to such Customer Data.
8. NO WARRANTY
CIRRUS GROUP LLC PROVIDES THE API, CONTENT AND ANY SERVICES ASSOCIATED WITH ANY OF THE FOREGOING "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CIRRUS GROUP LLC AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND REPRESENTATIVES SPECIFICALLY DISCLAIM ALL WARRANTIES OF ANY KIND WITH RESPECT TO THE API, CONTENT AND ANY SERVICES ASSOCIATED WITH ANY OF THE FOREGOING, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF TITLE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM CIRRUS GROUP LLC SHALL CREATE ANY WARRANTY. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.
9. LIMITATIONS OF LIABILITY
IN NO EVENT SHALL CIRRUS GROUP LLC, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR REPRESENTATIVES, OR CIRRUS GROUP LLC'S CUSTOMERS, SUPPLIERS AND SERVICE PROVIDERS, BE LIABLE FOR ANY INDIRECT, EXEMPLARY, SPECIAL, CONSEQUENTIAL, PUNITIVE AND/OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATING TO (A) THE CONDUCT OF YOU OR ANYONE ELSE IN CONNECTION WITH THE USE OF THE PLATFORM, API, CIRRUS GROUP LLC SERVICES, OR (B) THE TERMS, WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER LEGAL THEORY, INCLUDING WITHOUT LIMITATION, LOST PROFITS, LOST DATA OR LOSS OF OPPORTUNITY OR GOODWILL, OR COST OF REPLACEMENT SERVICES, EVEN IF SUCH PARTY IS AWARE OF THE POSSIBILITY OF SUCH DAMAGES.
YOU AGREE TO INDEMNIFY AND HOLD CIRRUS GROUP LLC AND, AS APPLICABLE, CIRRUS GROUP LLC'S CUSTOMERS, AND EACH OF THEIR RESPECTIVE OFFICERS, DIRECTORS, AGENTS, REPRESENTATIVES AND EMPLOYEES, AND CIRRUS GROUP LLC'S SUPPLIERS AND SERVICE PROVIDERS, HARMLESS FROM ANY CLAIMS, LIABILITIES, DAMAGES, LOSSES, COSTS, EXPENSES AND DEMANDS, INCLUDING, WITHOUT LIMITATION, REASONABLE ATTORNEYS' FEES, ARISING FROM OR RELATED TO ANY CLAIMS, ACTIONS, SUITS, OR PROCEEDINGS MADE OR BROUGHT BY ANY THIRD PARTY DUE TO OR ARISING OUT OF YOUR BREACH OF THE TERMS OR THE DOCUMENTS IT INCORPORATES BY REFERENCE, OR YOUR VIOLATION OF ANY LAW OR THE RIGHTS OF A THIRD PARTY.
11. Equitable Relief
You agree that any breach of the Terms will result in irreparable harm to Cirrus Group LLC for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available by law, Cirrus Group LLC will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs or is threatened. You waive any requirement for the posting of a bond or other security if Cirrus Group LLC seeks such an injunction.
12. No Agency
You acknowledge and agree that the relationship between You and Cirrus Group LLC and its Customers (if applicable) is that of independent contractors. Nothing in these Terms shall be construed as creating a partnership, contract of employment, agency, joint venture or franchise relationship between Cirrus Group LLC or any of its Customers with You.
Any failure to exercise any right under the Terms will not create a continuing waiver or any expectation of non-enforcement. Any waiver of the Terms must be in writing and signed by the party against whom enforcement of the waiver is sought. If any provision of the Terms is held invalid by any law or regulation of any government, or by any court or arbitrator, the parties agree that such provision will be replaced with a new provision that accomplishes the intent of the original business purpose, and all other provisions of the Terms will remain in full force and effect.
14. Choice of Law
The Terms shall in all respects be interpreted and governed by the laws of the State of Michigan without regard to its conflict of laws principles. The sole and exclusive jurisdiction and venue for actions and disputes arising under the Terms will be the state and federal courts in the County of Oakland, State of Michigan. The party prevailing in any dispute under the Terms shall be entitled to its costs including but not limited to legal fees.
15. Entire Agreement
The Terms constitute the entire agreement between You and Cirrus Group LLC relating to their subject matter, and cancel and supersede any prior versions of the Terms as well as all prior agreements (whether oral, written or otherwise) and representations between You and Cirrus Group LLC. No modification to the Terms will be binding, unless in writing and signed by an authorized Cirrus Group LLC representative. You may not assign, sublicense, delegate or otherwise transfer the Terms or any right granted hereunder, in whole or in part, whether voluntarily or by operation of law, and any attempt to do any of the foregoing in violation of this provision will be null and void. Cirrus Group LLC expressly reserves the right to assign the Terms and to delegate any of its obligations hereunder. The Terms are binding on and inure to the benefit of each party hereto and their heirs, successors and permitted assigns.
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