November 27, 2019
READ THIS AGREEMENT CAREFULLY. BY CLICKING "I AGREE", OR BY USING OR ACCESSING THE ICQ NEW DEVELOPER NETWORK OR ANY OF THE TOOLS, YOU ARE AGREEING ELECTRONICALLY TO ALL OF THE TERMS AND CONDITIONS OF THIS ICQ NEW DEVELOPER NETWORK AGREEMENT AND TERMS OF SERVICE (THE "AGREEMENT"). IF YOU DO NOT AGREE TO THIS AGREEMENT CLICK THE "CANCEL" BUTTON AND DO NOT INSTALL OR USE ANY OF THE TOOLS.
I. DEFINITIONS. The following definitions apply in this Agreement:
"Developer Product" means any application, product, service that is developed and deployed by you that enables users to access the ICQ NEW Instant Messaging Network under the terms and conditions of this Agreement.
"ICQ NEW Developer Network". The Tools, services, Documentation products made available by ICQ NEW for the purpose of enabling development of Developer Products.
"ICQ NEW Service" means the ICQ® branded instant messaging communications service operated by or for ICQ NEW, currently available through the Internet, which enables users of such service and other compatible services to exchange real-time, private, personalized messages with, and to monitor the online status of, other users.
"ICQ NEW" means LLC Mail.Ru, a Delaware limited liability company, and any subsidiaries, successors, assignees, and affiliates, as well as any company that controls LLC Mail.Ru, directly or indirectly, and any other subsidiary of that controlling company.
"ICQ NEW Messaging Network" means the ICQ NEW Service and any and all applications, software, programs, plug-ins, systems, web sites, network, transmission facilities, servers or other functionality, and any part thereof, created or made available by ICQ NEW and used directly or indirectly to provide the ICQ NEW Service.
"API" means Application Programming Interface.
"Tools" means any APIs, SDKs ("Software Development Kits") and related templates, guidelines, specifications and documentation ("Documentation") provided by ICQ NEW to enable you to develop and deploy Developer Products.
a. The terms of this Agreement will govern your registration and use of the ICQ NEW Developer Network and any access to the ICQ NEW Messaging Network made available through your Developer Product. To the extent ICQ NEW provides you with any Tools to develop the Developer Product, ICQ NEW grants you a free-of-charge, limited, non-exclusive, non-transferable, non-sublicensable license during the Term to use the Tools solely in order to develop and distribute your Developer Product. The Tools may be used solely in accordance with the terms and conditions of this Agreement and the applicable Documentation. You shall not use the ICQ NEW Developer Network or otherwise provide access to the ICQ NEW Messaging Network in a manner that exceeds the limitations set forth in this Agreement and/or in the applicable Documentation. No rights or licenses are granted in the Tools other than those specifically stated in this Agreement.
b. Commercial Use. Any access granted to the ICQ NEW Messaging Network and any use of the Tools shall be for non-commercial purposes only. If you intend to use the Tools or your Developer Product for commercial purposes you shall be required to obtain a license for commercial use. Please contact us over here.
c. Key. For the purpose of identifying your Developer Product on the ICQ NEW Messaging Network, ICQ NEW may issue one or more keys that are uniquely associated with your Developer Product(s) (the "Open Network Keys"). You may be required to register to the ICQ NEW Messaging Network or provide certain information to receive an Open Network Key. You must provide accurate information. You agree to abide by any separate terms and policies that will apply to your registration and use of an ICQ NEW account including the terms set forth at https://help.mail.ru/legal/terms/icq/eng. Each Developer Product must at all times incorporate the applicable Open Network Key. ICQ NEW may in its sole discretion limit the number of unique Open Network Keys made available to you. You are responsible for all actions taken under your Open Network key. You may not: (i) share with, sell, loan, provide, or distribute to anyone any Open Network Key issued to you by ICQ NEW in connection with ICQ NEW Developer Network or the Tools; or (ii) use any automated process to obtain any Open Network Key. You must notify us immediately if you your Open Network Key has been misappropriated.
d. Usage limitations. You shall abide by any usage limits that we may impose, including without limitation, the number of times your Open Network Key or your Developer Product may "call" or invoke ICQ NEW services. If you wish to exceed a usage limitation, you must receive ICQ NEW approval and an appropriate license. For more information please contact us over here. We may change usage limitations at any time in our sole discretion.
III. ADDITIONAL TERMS AND CONDITIONS
i. Use of Trademarks and Logos. ICQ NEW Marks; No Endorsement. Except for ICQ NEW Marks that ICQ NEW explicitly allows you to use for the purpose of identifying your Developer Product's utilization of the Tools and for such other attributions or promotions that we may require, you may not use the ICQ NEW name or any ICQ NEW trademarks or logos, including but not limited to, the ICQ® or the ICQ NEW "Flower logo" (collectively, the "ICQ NEW Marks") with your Developer Products. You may not in any way indicate that ICQ NEW certifies, endorses, approves, or supports your Developer Product. Any use of the ICQ NEW Marks shall be pursuant to the applicable Documentation and guidelines.
iii. Attributions; Disclosures and Links. You shall incorporate into your Developer Products such disclaimers, terms and attributions that we may request or require including any branding elements. You shall post and present to users of your Developer Products such consent forms or user acknowledgements that we prepare and/or require. You agree that you shall not modify or conceal from view any such consent form or user acknowledgement prepared by us.
IV. Restrictions. You may not use or allow anyone to use the ICQ NEW Developer Network, ICQ NEW Messaging Network and Tools in any way that: (a) violates the terms of this Agreement and/or applicable Documentation (b) exceeds the allowed usage limits (c) attempts to decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for the Tools provided in object code format only; (d) encumbers, sells, rents, leases, sublicenses, or otherwise transfers rights to the Tools; (e) removes or alters any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Tools; (f) uses the Tools or your Developer Product as a means to engage in conduct that disparages or devalues ICQ NEW’s reputation or goodwill, as determined in ICQ NEW’s sole discretion; (g) blocks or disables any host-based setting residing on the ICQ NEW Messaging Network or the ICQ NEW Service, or affects or otherwise modifies any user preference setting in a manner not explicitly authorized by an end user; (h) is designed to generate or facilitate the generation of instant messenger-delivered SPAM ("SPIM"), SPAM, or other bulk unsolicited communications; (i) may cause damage to or interfere with the proper functioning of any ICQ NEW-provided software or the ICQ NEW Messaging Network; (j) contains, is bundled with, or otherwise enables any viruses, Trojan horses, trap doors, back doors, worms, time bombs, cancelbots, adware, spyware or other computer programming routines designed or intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (k) violates or induces a third party to violate the most current version of the policies located at www.ICQ New.com/legal; (l) violates or encourages conduct that would violate any criminal laws, any other laws, or any third party rights; (n) creates, or purports to create, any obligation on behalf of ICQ NEW, or grants, or purports to grant, any rights or immunities to any third party under ICQ NEW's intellectual property rights or its other proprietary rights (o) stores, interferes or otherwise modifies any user communication; (p) misleads users; or (q) enables systematic extraction of information from the ICQ NEW directories and database. You may not use any open source in a manner that may subject ICQ NEW to the license obligations of the open source software. You shall not use the ICQ NEW Developer Network, ICQ NEW Messaging Network and Tools for any mission critical application. You shall not send any communication on behalf of a user or to a user or make any changes to their publicly available information or otherwise take any action on their behalf without such user’s prior consent. Furthermore, you shall not add any non standard metadata to their communication.
V. Blocking and Cancellation: Support. ICQ NEW reserves the right, in its discretion and without limiting its other legal remedies, to cancel any Open Network Key it has issued to you and/or to prevent your Developer Product from accessing or working with the ICQ NEW Messaging Network at any time for any reason. ICQ NEW may provide certain limited technical support with regards to use of the Tools or ICQ NEW Messaging Network provided that ICQ NEW is under no obligation to provide you with such support including, any error corrections, updates, upgrades, bug fixes and/or enhancements of the Tools or ICQ NEW Messaging Network.
VI. Changes to Agreement. ICQ NEW may modify this Agreement at any time with or without notice. You agree to assume the responsibility for reviewing this Agreement at https://help.mail.ru/legal/terms/icq/eng frequently for updates or changes. If a modification is not acceptable to you, you may no longer use the Tools and must cease using Tool-enabled functionality in your Developer Product and may not enable access to the ICQ NEW Messaging Network through your Developer Product. If you continue to use the Developer Product after the Agreement has been modified, you will be deemed to have accepted the modifications.
VII. Proprietary Rights. Title, ownership rights, and intellectual property rights in the ICQ NEW network of services and facilities ("ICQ NEW Network"), the ICQ NEW Messaging Network, the ICQ NEW Developer Network, the ICQ NEW Marks, the Documentation, the Tools, and the ICQ NEW components and algorithms and access to the ICQ NEW Messaging Network server complex (collectively, the "ICQ NEW Property"), will remain in ICQ NEW and/or its licensors and other suppliers. You acknowledge such ownership and intellectual property rights and will not take any action to jeopardize, limit or interfere in any manner with ICQ NEW's ownership of or rights with respect to the ICQ NEW Property. The ICQ NEW Property is protected by copyright, patent, trade secret and other intellectual property laws and by international treaties.
VIII. Non-Assert. In consideration of the licenses granted herein, and other consideration provided by ICQ NEW to you under this Agreement, you covenant not to sue or otherwise assert any patent rights against ICQ NEW or any ICQ NEW affiliates or licensees for any alleged patent infringement during the term of this Agreement by any product or service that uses any Tools, Developer Product or the ICQ NEW Messaging Network.
IX. Your Representations and Warranties. You warrant to ICQ NEW that: (a) you have the legal capacity to enter into this Agreement; (b) all information provided by you to ICQ NEW in connection with your registration for and use of the Tools is true and accurate; and (c) that your use of the Tools, and your Developer Product, the operation thereof, any other products, services or information provided by you, and any updates, upgrades and modifications thereto, (i) will not be used in any commercially unreasonable manner; (ii) will not infringe any intellectual property rights of any third party, including without limitation, any right of privacy, publicity, copyright, trademark, or patent; and (iii) will comply with all applicable laws, rules and regulations, including without limitation, consumer protection, data security, and privacy laws. Further, you will ensure that you possess all authorizations, approvals, consents, licenses, permits, certificates and other rights and permissions necessary to provide your Developer Product and/or perform your obligations hereunder
X. ICQ NEW’s Disclaimer of Warranty; As Is. THE ICQ NEW DEVELOPER NETWORK (INCLUDING ALL API’s, SDK, TOOLS ETC.) AND THE ICQ NEW MESSAGING NETWORK ARE PROVIDED WITH ALL FAULTS, ERRORS, DEFECTS AND REDUCED OR INACCURATE FUNCTIONALITY ON AN "AS IS" BASIS AND ARE NOT INTENDED FOR HIGH RISK ACTIVITIES. ICQ NEW, ITS LICENSORS AND OTHER SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES THAT ICQ NEW DEVELOPER NETWORK IS FREE OF DEFECTS, VIRUS FREE, AND ABLE TO OPERATE ON AN UNINTERRUPTED BASIS, THAT THE FUNCTIONALITY OF THE ICQ NEW DEVELOPER NETWORK WILL MEET YOUR REQUIREMENTS, OR THAT ERRORS IN THE ICQ NEW DEVELOPER NETWORK WILL BE CORRECTED. WE DISCLAIM THE IMPLIED WARRANTIES THAT THE ICQ NEW DEVELOPER NETWORK OR THE ICQ NEW MESSAGING NETWORK IS MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING, UNLESS SUCH IMPLIED WARRANTIES ARE LEGALLY INCAPABLE OF EXCLUSION. FURTHER, ICQ NEW, ITS LICENSORS AND OTHER SUPPLIERS DO NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE ICQ NEW DEVELOPER NETWORK OR THE ICQ NEW MESSAGING NETWORK, IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY ICQ NEW OR AN ICQ NEW AUTHORIZED REPRESENTATIVE WILL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF ANY WARRANTY THAT CANNOT BE DISCLAIMED UNDER APPLICABLE LAW. YOU BEAR THE ENTIRE RISK AS TO THEIR QUALITY AND PERFORMANCE AND YOU ASSUME THE ENTIRE COST OF ANY SERVICE AND REPAIR. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.
XI. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL ICQ NEW OR ITS PARENT, AFFILIATES, SUBSIDIARIES, OR ANY OF THEIR DIRECTORS, EMPLOYEES, DISTRIBUTORS, LICENSORS, SUPPLIERS, AGENTS OR RESELLERS (COLLECTIVELY, THE "ICQ NEW GROUP") BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY RELATING TO THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE ICQ NEW DEVELOPER NETWORK INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, LOST PROFITS, LOSS OF DATA, COMPUTER FAILURE OR MALFUNCTION. IN ADDITION, THE MAXIMUM AGGREGATE LIABILITY OF THE ICQ NEW GROUP FOR ANY CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT WILL NOT EXCEED ONE HUNDRED DOLLARS (USD $100). THE TOOLS ARE PROVIDED WITHOUT CHARGE AND THE PARTIES AGREE THAT THE FOREGOING LIMITATIONS REPRESENT A REASONABLE ALLOCATION OF RISK UNDER THIS AGREEMENT.
XII. Indemnification. You will indemnify, hold harmless and, at ICQ NEW's request, defend ICQ NEW and/or its licensors and other suppliers and/or distributors from and against any and all claims, liabilities, losses, damages, expenses and costs (including attorneys' fees and costs) relating to your breach of any provision under this Agreement or otherwise arising out of your use of the ICQ NEW Developer network including, but not limited to, any claim related to infringement or misappropriation of intellectual property rights, including but not limited to, infringement by your Developer Product and/or any content contained therein (except to the extent such a claim is based solely on the Tools). ICQ NEW will give you prompt notice of any such claim made against it, and you and ICQ NEW will cooperate in the defense of any such claim, suit or proceeding, including appeals, negotiations and any settlement or compromise thereof, provided that ICQ NEW must approve the terms of any settlement or compromise, and such approval will not be unreasonably withheld.
XIII. Term; Termination. ICQ NEW may change, suspend, or discontinue all or any aspect of the Tools, including their availability, at any time, and may terminate your use of the ICQ NEW Tools at any time prior to or after your development and/or deployment of your Developer Product, without notice, for no reason or for any reason, including but not limited to your breach of any condition herein. You may terminate this Agreement by ceasing use of the Tools, including without limitation by removing any and all code from your Developer Product enabling your use of the Tools or the ICQ NEW Messaging Network. You agree that once the Agreement is terminated, you will not use the Tools or enable access or use of the ICQ NEW Messaging Network in any Developer Product.
XIV. Survival. The respective rights and obligations of ICQ NEW and you under the provisions of Sections III.B ("Restrictions"), III.E ("Proprietary Rights"), III.H ("Disclaimer"), III.I ("Limitation of Liability"), III.J ("Indemnification"), III.K ("Termination"), III.L ("Survival"), and III.P ("Miscellaneous") will survive expiration or termination of this Agreement. ICQ NEW will not be liable to you for damages of any sort resulting from terminating this Agreement.
XV. Electronic Notices. You agree to transact with us electronically. YOU CONSENT TO ICQ NEW PROVIDING YOU ANY INFORMATION AND NOTICES REGARDING THE TOOLS, OR ICQ NEW DEVELOPER NETWORK ("NOTICES") IN ELECTRONIC FORM EITHER ON A WEBSITE DESIGNATED BY ICQ NEW FOR THIS PURPOSE OR BY EMAIL. The delivery of any notice is effective when sent or posted by ICQ NEW, regardless of whether you read the notice or actually receive delivery. You can withdraw your consent to receive notices electronically by discontinuing your use of the Tools and ICQ NEW Developer Network.
XVI. Injunctive Relief. You acknowledge and agree that, notwithstanding any other provisions of this Agreement, your breach or threatened breach of this Agreement will cause ICQ NEW irreparable damage for which recovery of money damages would be inadequate and that ICQ NEW, therefore, may obtain timely injunctive relief to protect its rights under this Agreement in addition to any and all other remedies available at law or in equity.
- Jurisdiction; Venue. You agree that the laws of New York will govern this Agreement and any claim or dispute that you may have against us, without regard to New York’s conflict of laws rules, and that the United Nations Convention on Contracts for the International Sale of Goods will have no applicability. You further agree that any disputes or claims that you may have against us will be resolved by a court located in Manhattan, New York and you agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.
- Miscellaneous. (a) This Agreement constitutes the entire agreement between you and ICQ NEW concerning the subject matter of this Agreement, which may only be modified by ICQ NEW. (b) If any part of this Agreement is held invalid or unenforceable, that part will be construed to reflect the parties' original intent as nearly as practicable, and the remaining portions remain in full force and effect, or ICQ NEW may at its option instead terminate this Agreement. (c) The controlling language of this Agreement is English. If you have received a translation into another language, it has been provided for your convenience only. (d) Your use of the Tools or participation in ICQ NEW Developer Network does not create any partnership, joint venture or agency relationship between you and ICQ NEW. Neither you nor ICQ NEW has the power to direct or control the day to day activities of the other or to create or assume any obligation on behalf of the other. (e) A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, will not waive such term or condition or any subsequent breach thereof. (f) This Agreement will be binding upon and will inure to the benefit of the parties, their successors and permitted assigns. (g) Neither party will be in default or be liable for any delay, failure in performance or interruption of service resulting directly or indirectly from any cause beyond its reasonable control.