Resilio Sync API - Terms of Use

Last updated June 1, 2016.

BY CLICKING ON THE “SUBMIT” OR “AGREE" OR "ACCEPT" BUTTON OR BY SIGNING THIS AGREEMENT, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT. If you agree to this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to this Agreement. In such event, “you” will refer to that company or other legal entity.

Thank you for your interest in the Resilio Sync™ API. "API" means the Resilio Sync™ API, accompanying documentation, sample code and related materials, including any updates that we may provide to you from time to time. The API is designed to provide developers with software and reference information that allow independent third party developers to develop apps that include technologies, including reference programs and programming interface information to link into and extend the features of Resilio Sync (“API Information”) in your applications (an "Application"). The evaluation version of the API (“Evaluation API”) may be used by licensee only for internal evaluation purposes, as set forth herein, and may not be distributed. The API and Resilio Sync sometimes referred to as the "Service".

Use of the API is Subject to these Terms.
Your use of the API is subject to the terms of a legal agreement between you and Resilio, Inc. (“Resilio”), whose principal place of business is at 59 Grant Ave., Suite 300, San Francisco, CA 94108, United States. This legal agreement is referred to as the "Terms".

Unless otherwise agreed in writing with Resilio, the Terms will include the following:
(i) the terms and conditions set forth in this document; and
(ii) Resilio's Privacy Policy.(a) Before you use the API, you should read each of the documents comprising the Terms, and print or save a local copy for your records.

Resilio reserves the right to make changes to the Terms from time to time. When these changes are made, Resilio will make a new copy of the Terms available at https:/www.resilio.com/legal/terms-sync-api/ . You understand and agree that if you use the API or the Service after the date on which the Terms have changed, Resilio will treat your use as acceptance of the updated Terms. If a modification is unacceptable to you, you may terminate the agreement by ceasing use of the API.

Using the API.
You must agree to the Terms. You accept the Terms by using the API. In this case, you understand and agree that Resilio will treat your use of the API as acceptance of the Terms from that point onwards. You represent that you have full power, capacity and authority to accept these Terms. If you are accepting on behalf of your employer or another entity, you represent that you have full legal authority to bind your employer or such entity to these Terms. If you don't have the legal authority to bind, please ensure that an authorized person from your entity consents to and accepts these Terms. You must post and abide by an appropriate privacy policy, and will comply with all applicable laws relating to the collection of information from visitors in connection with an Application.

Limits on Your Use of the Service; Termination.
You acknowledge and agree that Resilio may impose or adjust the limit on the number of copies of the Application you may distribute, which may be changed by Resilio at any time, at Resilio's sole discretion. Resilio will use good faith efforts to advise you of the limits that are in place and will attempt to provide notice as to any changes, but shall have no obligation to do so. Such notice shall be provided by means of the Resilio website at https:/www.resilio.com/legal/terms-sync-api/. You understand that Resilio may from time to time in its sole discretion collect aggregate data according to its Privacy Policy in connection with the provision of the Service. You agree that you will not interfere with or remove any such data collection from your Application. Your sole remedy in the event you do not wish to display such material is to discontinue the use of the Service. Resilio reserves the right in its discretion to cease providing all or any part of the Service or any prior version of the Service immediately without any notice.

Your Resilio Account.
In order to access the Service, you must have a Sync API Account. You agree that any information you give to Resilio in connection with your Sync API Account or your continued use of the Service will always be accurate, correct and up to date. After supplying Resilio with your account information and the information requested, and accepting the Terms, you will be issued an alphanumeric key assigned to you by Resilio that is uniquely associated with your Sync API Account. Your Application must import the API using this key as described in the Sync API Documentation, and Resilio will block requests with an invalid key or invalid URL. You may only obtain and use a key in accordance with these Terms and the Sync API Documentation. You agree that you will be solely responsible to Resilio for your use of the Service. If you become aware of any unauthorized use of your password, your account, or your key, you agree to notify Resilio immediately.

Resilio's Proprietary Rights. You acknowledge and agree that Resilio (or Resilio's licensors and their suppliers, as applicable) owns all legal right, title and interest in and to the Service and API Information, including any intellectual property rights that subsist in the Service or Sync API Information (whether those rights happen to be registered or not, and wherever in the world those rights may exist).

Licenses from Resilio to You
7.1 Definitions.
(a) "Brand Features" means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time.
(b) ”Application" means a software application or website that uses the Sync API to interface with Resilio Sync, according to these Terms.

7.2 API License Grant.
Subject to these Terms, including but not limited to Sections 7.3, and 8 (License Requirements) and 14 (Export Control Laws), Resilio grants you a limited, non-exclusive, non-assignable, revocable, non-sublicensable, non-transferable, non-exclusive and terminable license only for personal use or to evaluate the Software solely internally for non-commercial evaluation purposes in connection with your internal testing and evaluation of the Service with no right to distribute the API or Application. You have no right to allow any third party to have access to the API. All other uses of the Service are prohibited. No end users or third parties are permitted to use or access Service.

7.3
Notwithstanding anything to the contrary, this Agreement does not allow you to do any of the following:
(a) Use, copy or distribute the Application, API and/or the Service in connection with or bundled with a Network Attached Storage product or other storage or consumer electronic devices (including but not limited to any other action that offers or initiates installation or downloading of the Application, the API and/or the Service onto devices) or in connection with any enterprise specific solution;
(b) distribute the Application, API and/or the Service; or
(c) Resell the Service. If you are interested in any of the foregoing, you may contact Resilio at syncbiz@resilio.com for more information. You may use the API as an end user if you are a business which has valid license(s) to the Sync Licensed API Key under the license terms available at resilio.com/legal/eula-subscription and which can be purchased at resilio.com.

7.4 Proprietary Rights Notices.
You agree that you will not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices, Terms of Use links, or Brand Features) that may be affixed to or provided through the Service. Where such notices are not affixed within the Service, you agree to display such notices according to the Sync API Documentation.

7.5 U.S. Government Restricted Rights.
The Service was developed solely at private expense and is commercial computer software and related documentation within the meaning of the applicable civilian and military Federal acquisition regulations and any supplements thereto. If the user of the Service is an agency, department, employee, or other entity of the United States Government, under FAR 12.212 and DFARS 227.7202, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Service, including technical data or manuals, is governed by the terms and conditions contained in this Agreement, which is Resilio's standard commercial license agreement

7.6 Determination of Compliance.
Resilio reserves the sole right and discretion to determine whether your use of the Service and Brand Features is in compliance with these Terms.

License Requirements.
Resilio's licenses above are subject to your adherence to the following requirements:
8.1 End User Terms and Privacy Policy.
If you develop an Application for use by other users, you must:
(a) display to the users of your Application the link to Resilio's Terms of Use as presented through the Service or described in the Sync API Documentation;
(b) explicitly state in your Application's terms of use that, by using your Application, your users are agreeing to be bound by Resilio's Terms of Use; and
(c) protect the privacy and legal rights of those users. If your Application enables you or any party to gain access to information about users of the Service, including but not limited to personally identifying information or non-personally identifying usage information, you or the party receiving the information must make publicly available, and must abide by, an appropriate privacy policy in your Application.

8.2 Attribution.
The Service may contain the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of Resilio. You may not delete or in any manner alter these trade names, trademarks, service marks, logos, domain names, and other distinctive brand features.

8.3 Responsibility for Breaches.
You agree that you are solely responsible for (and that Resilio has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which Resilio may suffer) of any such breach. You are responsible for ensuring all end users comply with your obligations under the Agreement.

8.4.
You agree not to (and you agree not to allow third parties (including end users) to) do any of the following:Access or use the Service through any technology or means other than those provided in the Service, or through other explicitly authorized means Resilio may designate;Reverse engineer, decompile or otherwise attempt to extract the source code of the Service or any part thereof, unless this is expressly permitted or required by applicable law;
Delete, obscure, or in any manner alter any warning, notice (including but not limited to any copyright or other proprietary rights notice), or link that appears in the Service;
Use the Service to violate, or encourage the violation of, the legal rights of others (for example, this may include allowing End Users to infringe or misappropriate the intellectual property rights of others);
Use the Service to engage in, promote or encourage illegal, unauthorized or otherwise improper activity or purposes;
Use the Service for any unlawful, invasive, infringing, defamatory or fraudulent purpose (for example, this may include phishing, creating a pyramid scheme or mirroring a website);
Use the Service to intentionally distribute viruses, worms, Trojan horses, corrupted files, hoaxes, or other items of a destructive or deceptive nature;Disable, interfere with or circumvent any aspect of the Service;
Use the Service, or any interfaces provided with the Service, to access any other Resilio product or service in a manner that violates the terms of service of such other Resilio product or service.
Remove any legal, copyright, trademark, watermark or other proprietary rights notices contained in or on materials you receive or access pursuant to this Agreement, including the APIs, the other materials we may provide to you, and the Resilio websites available to the public or to developers ("Websites”);
Sell, lease, share, transfer, sublicense or fail to protect the confidentiality of the APIs, Access Codes, or other material we may make available to you through Access Codes;
Distribute, release, or disseminate statements or information that indicates or implies that your Application is sponsored or endorsed by Resilio;
Copy, adapt, reformat, reverse-engineer, disassemble, decompile, translate or otherwise modify the APIs, Access Codes, our Websites, or our Service;Use the APIs in an Application that competes with products or services offered by Resilio; or
Interfere with any requirements, procedures, policies or regulations or functionality connected to the Service;

EXCLUSION OF WARRANTIES
NOTHING IN THESE TERMS, INCLUDING SECTIONS 9 AND 10, WILL EXCLUDE OR LIMIT RESILIO'S WARRANTY OR LIABILITY FOR LOSSES THAT MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF LOSS OR DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS THAT ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU, AND RESILIO’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK AND THAT THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." IN PARTICULAR, RESILIO, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS AND THEIR SUPPLIERS, DO NOT REPRESENT OR WARRANT TO YOU THAT:
(a) YOUR USE OF THE SERVICE WILL MEET YOUR REQUIREMENTS;
(b) YOUR USE OF THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR;
(c) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE; AND
(d) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICE WILL BE CORRECTED.

RESILIO, ITS LICENSORS AND THEIR SUPPLIERS FURTHER EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

LIMITATION OF LIABILITY
SUBJECT TO SECTION 11, YOU EXPRESSLY UNDERSTAND AND AGREE THAT RESILIO, ITS SUBSIDIARIES AND AFFILIATES, AND RESILIO’S LICENSORS AND THEIR SUPPLIERS, WILL NOT BE LIABLE TO YOU FOR:

(a) ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING, 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, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS); OR
(b) ANY LOSS OR DAMAGE AS A RESULT OF:
  (i) ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON THE RESILIO SERVICES;
   (ii) ANY CHANGES THAT RESILIO MAY MAKE TO THE SERVICE, OR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE SERVICE (OR ANY FEATURES WITHIN THE SERVICE);
   (iii) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICE;
   (iv) YOUR FAILURE TO PROVIDE RESILIO WITH ACCURATE ACCOUNT INFORMATION; OR
   (v) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.

THE LIMITATIONS ON RESILIO'S LIABILITY TO YOU IN THE PRECEDING PARAGRAPH WILL APPLY WHETHER OR NOT RESILIO, ITS SUBSIDIARIES, AFFILIATES, LICENSORS OR THEIR SUPPLIERS HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES OR DAMAGES.

Indemnity.
You hereby agree to indemnify, defend and hold Resilio, its strategic partners, officers, directors, agents, affiliates, licensors and their suppliers ("the Indemnified Parties") harmless from and against any claim or liability arising out of or in relation to:
(a) your breach of the Terms or applicable policies or your use of the Sync API in breach of the Terms or applicable policies;
(b) your Application;
(c) any use by users of your Application or non-compliance with the Terms that apply to you by users of your Application;
(d) any claim that your Application violates any applicable law, including but not limited to any claim that your Application infringes the rights of a third party.
You will cooperate as fully as reasonably required in the defense of any claim. Resilio reserves the right, at its own expense, to assume the exclusive defense and control of any matter subject to indemnification by you. You acknowledge that damages for improper use of the Sync API may be irreparable; therefore, Resilio is entitled to seek equitable relief, including but not limited to preliminary injunction and injunction, in addition to all other remedies.

Marketing and Publicity
You agree that Resilio may publicly refer to you, orally or in writing, as a customer or licensee of the Service and Resilio may publish your name and/or logo (with or without a link to your Application) online, in press releases, and/or in promotional materials.

TERM AND TERMINATION
13.1
The license granted in this Agreement will remain in effect, unless terminated earlier as set forth in this Agreement. You may stop using the Service at any time. You may terminate this Agreement for convenience at any time on prior written notice. Resilio may terminate this Agreement for its convenience at any time without liability to you. In addition, Resilio may discontinue the availability of some or all of the APIs at any time for any reason. These Terms will continue to apply until terminated by either you or Resilio as set out below.

13.2
Upon termination of this Agreement, all license rights granted to you pursuant to this Agreement will terminate and you will cease all use of the APIs in any future releases of your Applications and return or destroy all copies of the APIs that are in your possession or control. Resilio may in its discretion cease to make the Service available or accessible from your Applications.

Export Control Laws.
You acknowledge and agree that the Software may be subject to international rules that govern the export of software. You shall comply with all applicable international and national laws that apply to the Software as well as end-user, end-use, destination restrictions issued by national governments or similar bodies, and restrictions on embargoed nations. In the US the Internet Communications Software is controlled under ECCN 5D992 of the Export Administration Regulations (“EAR”) under Encryption Registration Number (“ERN”) R111961 and thus may not be exported or re exported from the US to or downloaded by any person in any countries controlled for anti terrorism reasons under the EAR, which include Iran, North Korea, Cuba, Syria and Sudan. Moreover, the Internet Communications Software may not be exported or re exported from the US to or downloaded by any person or entity subject to US sanctions regardless of location. See https://www.bis.doc.gov/index.php/policy-guidance/lists-of-parties-of-concern and EAR Part 736. Resilio is making the Software available to you for download only on the condition that you certify that you are not such a person or entity and that the download is not otherwise in violation of US export control and sanctions regulations.

General Legal Terms.
You agree that Resilio may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Service. When this legal agreement comes to an end, those Terms that by their nature are intended to continue indefinitely will continue to apply, including but not limited to: Sections 6 (Resilio’s Proprietary Rights); 9 (Exclusion of Warranties); 10 (Limitation of Liability); 11 (Indemnity); 12 (Marketing and Publicity), 13 (Term and Termination); 14 (Export Control Laws); and 154 (General Legal Terms) will survive any expiration or termination of this Agreement. You agree that if Resilio does not exercise or enforce any legal right or remedy contained in the Terms (or that Resilio has the benefit of under any applicable law), this will not be taken to be a formal waiver of Resilio's rights and that those rights or remedies will still be available to Resilio.

Any waiver of any provision of these Terms will be effective only if Resilio expressly states in a signed writing that it is waiving a specified Term. If any court of law that has jurisdiction rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms. The remaining provisions of the Terms will continue to be valid and enforceable. The Terms may be assigned by Resilio and will inure to the benefit of Resilio, its successors and assigns. The Terms, and your relationship with Resilio under the Terms, will be governed by the laws of the State of California, USA, without regard to its conflict of laws provisions. You and Resilio agree to submit to the exclusive jurisdiction of the courts located in the County of San Francisco, California, USA, to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that Resilio will be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction. The Terms constitute the whole legal agreement between you and Resilio and govern your use of the Service, and completely replace and supersede any prior agreements between you and Resilio, written or oral, in relation to the Service.