1. Your Agreement with the Company
1.1 In order to use the Programmr Services, you must first agree to the Terms. You can agree to the Terms by actually using the Programmr Services. You understand and agree that Programmr will treat your use of the Programmr Services as acceptance of the Terms from that point onwards.
1.2 You may not use the Programmr Services if you are a person barred from receiving the Programmr Services under the laws of the country in which you are resident or from which you use the Programmr Services.
1.3 You agree your purchases of Programmr Services are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by Programmr or any of its affiliates regarding future functionality or features.
2. Your Account and Use of the Programmr Services
2.1 You must provide accurate and complete registration information any time you register to use the Programmr Services. You are responsible for the security of your passwords and for any use of your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify Programmr immediately.
2.2 Your use of the Programmr Services must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software.
2.3 You agree not to (a) access (or attempt to access) the administrative interface of the Programmr Services by any means other than through the interface that is provided by Programmr in connection with the Programmr Services, unless you have been specifically allowed to do so in a separate agreement with Programmr, or (b) engage in any activity that interferes with or disrupts the Programmr Services (or the servers and networks which are connected to the Service).
2.4. The Programmr Services do not permit you to exceed the hard usage limits. Programmr reserves the right to enforce soft usage limits in its sole discretion, which may result in Programmr serving a “quota exceeded” page to you or users to whom you serve web pages via the Programmr Services (“End Users”). Repeated exceeding of the hard or soft usage limits may lead to termination of your account.
2.5 You may use the Programmr Services only to develop and run applications on the Programmr infrastructure. You may not access the Programmr Services for the purpose of bringing an intellectual property infringement claim against Programmr or for the purpose of creating a product or service competitive with the Programmr Services.
3. Service Policies and Privacy
3.1 You agree to comply with the Programmr Acceptable Use Policy available at acceptable use policy (the "Acceptable Use Policy") which is incorporated herein by this reference and which may be updated from time to time.
4. Fees for Use of the Programmr Services
4.1 Subject to the Terms, the Programmr Services are provided to you without charge up to certain limits and with certain feature restrictions as displayed on the Programmr web site. Usage over this limit requires your purchase of additional resources or services. The pricing for additional resources and services can be found on the Programmr.com home page (or such URL as Programmr may provide).
4.2 For all purchased resources and services, we will charge your credit card or debit card as provided. Charges are exclusive of taxes. You are responsible for paying all taxes and government charges, and all reasonable expenses and professional fees Programmr incurs collecting late amounts. To the fullest extent permitted by law, you waive all claims relating to charges unless claimed within 60 days after the charge (this does not affect your credit card issuer rights). Charges are solely based on Programmr measurements of your use of the Programmr Services, unless otherwise agreed to in writing. To the fullest extent permitted by law, refunds (if any) are at the discretion of Programmr and only in the form of credit for the Programmr Services. Nothing in these Terms obligates Programmr to extend credit to any party. You acknowledge and agree that any credit card and related billing and payment information that you provide to Programmr may be shared by Programmr with companies who work on Programmr behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Programmr and servicing your account. Programmr may also provide information in response to valid legal process, such as court summonses, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Programmr shall not be liable for any use or disclosure of such information by such third parties. Programmr reserves the right to discontinue the provision of the Programmr Services to you for any late payments.
4.3 Programmr may change its fees and payment policies for the Programmr Services by notifying you at least fifteen (15) days before the beginning of the billing cycle in which such change will take effect. Changes to the fees or payment policies will be posted on the website (or such other URL Programmr may provide from time to time). Any outstanding balance becomes immediately due and payable upon termination of the Terms for any reason.
4.4 You may not develop multiple Applications to simulate or act as a single Application or otherwise access the Programmr Services in a manner intended to avoid incurring fees.
5. Content on the Programmr Services and Take Down Obligations
5.1 You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) to which you may have access as part of, or through your use of, the Programmr Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the "Content." The term Content shall specifically exclude any applications or content that you create using the Programmr Services and any source code written by you to be used with the Programmr Services (collectively, "Applications").
5.2 Programmr reserves the right (but shall have no obligation) to remove any or all Content from the Programmr Services. You agree to immediately take down any Content that violates the Acceptable Use Policy, including pursuant to a take down request from Programmr. In the event that you elect not to comply with a request from Programmr to take down certain Content, Programmr reserves the right to directly take down such Content or to disable Applications.
5.3 In the event that you become aware of any violation of the Acceptable Use Policy by an End User of Applications, you shall immediately terminate such end user's account on your Application. Programmr reserves the right to disable Applications in response to a violation or suspected violation of the Acceptable Use Policy.
5.4 You agree that you are solely responsible for (and that Programmr has no responsibility to you or to any third party for) the Application or any Content that you create, transmit or display while using the Programmr Services and for the consequences of your actions (including any loss or damage which Programmr may suffer) by doing so.
5.5 You agree that Programmr has no responsibility or liability for the deletion or failure to store any Content and other communications maintained or transmitted through use of the Service. You further acknowledge that you are solely responsible for securing and backing up your Applications and any Content.
6. Proprietary Rights
6.1 You acknowledge and agree that Programmr (or Programmr licensors) own all legal right, title and interest in and to the Programmr Services, including any intellectual property rights which subsist in the Programmr Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
6.2 Except as provided in Section 8, Programmr acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content or Applications that you create, submit, post, transmit or display on, or through, the Programmr Services, including any intellectual property rights which subsist the Applications (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Programmr, you agree that you are responsible for protecting and enforcing those rights and that Programmr has no obligation to do so on your behalf.
7. License from Programmr and Restrictions
7.1 Programmr gives you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by Programmr as part of the Programmr Services as provided to you by Programmr. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Programmr Services as provided by Programmr, in the manner permitted by the Terms.
7.2 You may not (and you may not permit anyone else to): (a) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Programmr Services or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Programmr, in writing (e.g., through an open source software license); or (b) attempt to disable or circumvent any security mechanisms used by the Programmr Services or any applications running on the Programmr Services.
7.3 Open source software licenses for components of the Programmr Services released under an open source license constitute separate written agreements. To the limited extent that the open source software licenses expressly supersede these Terms, the open source licenses govern your agreement with Programmr for the use of the components of the Programmr Services released under an open source license.
7.4 Programmr hereby grants you a limited, non-exclusive, royalty-free, non-transferable license, with no right to sub-license, to display the Programmr trademarks and/or logos (“Marks”) for the sole purpose of promoting or advertising that you use the Programmr Services and solely in accordance with Programmr's then current Trademark Usage Guidelines, which may be found here (or such other URL Programmr may provide from time to time). You agree that all goodwill generated through your use of the Programmr Marks shall inure to the benefit of Programmr.
8. License from You
8.1 Programmr claims no ownership or control over any Content or Application. You retain copyright and any other rights you already hold in the Content and/or Application, and you are responsible for protecting those rights, as appropriate. By submitting, posting or displaying the Content on or through the Programmr Services you give Programmr a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Content for the sole purpose of enabling Programmr to provide you with the Programmr Services. Furthermore, by creating an Application through use of the Programmr Services, you give Programmr a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Application for the sole purpose of enabling Programmr to provide you with the Programmr Services.
8.2 By adding a collaborator to your Application, you hereby grant to that user a non-exclusive, royalty-free, non-transferable license, with no right to sub-license, to use, display, perform, reproduce, modify, publish, distribute, list information regarding, edit, translate and analyze such Application(s) and Content as permitted by the relevant Programmr Services functionality or features for the sole purpose of collaborating on development of the Application(s).
8.3 You may choose to or we may invite you to submit comments or ideas about the Programmr Services, including without limitation about how to improve the Programmr Services or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Programmr under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.
8.4 You agree that Programmr, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and Web site listings (including links to your website) for the purpose of advertising or publicizing your use of the Programmr Services.
9.1 Programmr may, and you grant us permission to, make recommendations via the Programmr Services for products or services we think may be of interest to you based on your Application(s), Content, and/or use of the Programmr Services.
10. Modification and Termination of the Programmr Services
10.1 Programmr is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Programmr Services which Programmr provides may change from time to time without prior notice to you, subject to the terms in Section 4.3. Changes to the form and nature of the Programmr Services will be effective with respect to all versions of the Programmr Services; examples of changes to the form and nature of the Programmr Services include without limitation changes to fee and payment policies, security patches, added functionality, and other enhancements.
10.2 You may terminate these Terms at any time by canceling your account. You will not receive any refunds if you cancel your account.
10.3 You agree that Programmr, in its sole discretion and for any or no reason, may terminate your account or any part thereof. You agree that any termination of your access to the Programmr Services, including the licenses granted to you in clause 7 above, may be made without prior notice, and you agree that Programmr will not be liable to you or any third party for such termination.
10.4 You are solely responsible for exporting your Content and Application(s) from the Programmr Services prior to termination of your account for any reason, provided that if we terminate your account, we will provide you a reasonable opportunity to retrieve your Content and Application(s).
10.5 Upon any termination of the Programmr Services or your account these Terms will also terminate, but Sections 6.1, 11, 12, 13, 14, and 18 shall continue to be effective after these Terms are terminated.
11. EXCLUSION OF WARRANTIES
11.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 12 AND 13, SHALL EXCLUDE OR LIMIT Programmr'S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.
11.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE Programmr SERVICE IS AT YOUR SOLE RISK AND THAT THE Programmr SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."
11.3 THE COMPANY, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE Programmr SERVICES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, Programmr, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE Programmr SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE Programmr SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE Programmr SERVICES WILL BE ACCURATE.
13. LIMITATION OF LIABILITY
13.1 SUBJECT TO SECTION 12.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE COMPANY, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS.
13.2 THE LIMITATIONS ON Programmr'S LIABILITY TO YOU IN PARAGRAPH 13.1 ABOVE SHALL APPLY WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
14.1 You agree to hold harmless and indemnify the Company and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners (collectively "Application Craft UK Ltd. and Partners") from and against any third party claim arising from or in any way related to (a) your breach of the Terms, (b) your use of the Programmr Services, (c) your violation of applicable laws, rules or regulations in connection with the Programmr Services, or (d) your Content or your Application, including any liability or expense arising from all claims, losses, damages (actual and consequential), legal processing, judgments, litigation costs and professional fees, of every kind and nature. In such a case, the Company will provide you with written notice of such claim, suit or action.
15. Copyright Policy
15.1 You agree to set up a process to respond to notices of alleged copyright infringement. It is Programmr policy to respond to copyright infringement notices, to adhere to applicable copyright laws and to terminate the accounts of repeat infringers. We reserve the right to take down content in your Application or, if necessary, the Application itself upon receipt of a valid copyright infringement notice.
16. Other Content
16.1 The Programmr Services may include hyperlinks to other web sites or content or resources or email content. The Company may have no control over any web sites or resources which are provided by companies or persons other than the Company.
16.2 You acknowledge and agree that the Company is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
16.3 You acknowledge and agree that the Company is not liable for any loss or damage which may be incurred by you or your End Users as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
17. Changes to the Terms
17.1 the Company may make changes to the Terms from time to time. If we change the Terms in any substantive way, we will give you at least seven (7) days notice before the changes take effect, during which period of time you may reject the changes by terminating your account.
17.2 You understand and agree that if you use the Programmr Services after the date on which the Terms have changed, the Company will treat your use as acceptance of the updated Terms.
18. General Legal Terms
18.1 The Terms constitute the whole legal agreement between you and the Company and govern your use of the Programmr Services (but excluding any services which Programmr may provide to you under a separate written agreement), and completely replace any prior agreements between you and the Company in relation to the Programmr Services.
18.2 There are no third party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms creates an agency, partnership or joint venture.
18.3 If the Company provides you with a translation of the English language version of these Terms, the English language version of these Terms will control if there is any conflict.
18.4 You agree that the Company may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Programmr web site. By providing the Company your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail.
18.5 You agree that if the Company does not exercise or enforce any legal right or remedy which is contained in the Terms (or which the Company has the benefit of under any applicable law), this will not be taken to be a formal waiver of the Company rights and that those rights or remedies will still be available to the Company.
18.6 The Company shall not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.
18.7 The Terms, and your relationship with the Company under the Terms, shall be governed by the laws of England without regard to its conflict of laws provisions. You and the Company agree to submit to the exclusive jurisdiction of the courts located within England (United Kingdom) to resolve any legal matter arising from the Terms.
18.8 Neither party may assign any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either party may assign the entirety of its rights and obligations under these Terms, without consent of the other party, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other party. A party’s sole remedy for any purported assignment by the other party in breach of this paragraph shall be, at the non-assigning party’s election, termination of your use of the Programmr Services upon written notice to the assigning party.