LICENSE AND SERVICES AGREEMENT (“Agreement”) – Diffchecker API

This Agreement is a legal contract between you (whether a single individual or entity, “You”, “you”, “Your” or “your”) and Checker Software Inc. (“We”, “we”, “Us”, “us”, “Our” or “our”). It is applicable to your use and access of our Diffchecker application programming interface (“API”) and other software included with the Diffchecker API (the “Software”), and services related to the comparison of documents that you provide to us via the Diffchecker API and any other services that we provide in conjunction with your use of the Diffchecker API (the “Services”).

READ THIS LEGAL CONTRACT CAREFULLY BEFORE USING THE SOFTWARE OR THE SERVICES. YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT BY USING THE SOFTWARE OR ANY OF THE SERVICES. IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT, OR IF YOU DO NOT HAVE THE AUTHORITY TO AGREE TO ANYTHING IN THIS AGREEMENT ON BEHALF OF YOUR ORGANIZATION, DO NOT INSTALL OR MAKE ANY USE OF THE SOFTWARE AND DO NOT MAKE ANY USE OF THE SERVICES.

In connection with the Software and our provision of the Services, we may receive copies of documents that you provide for comparison using the Diffchecker Software, but we do not store the documents that are compared or the “diff content” relating to the differences between the documents that are compared using the Services and Software.

You may not use the Software or Services if any of the following conditions apply to you: (i) are not above the age of majority in the jurisdiction from which you are downloading, installing, or otherwise using the Software (“Your Jurisdiction”); or (ii) it is otherwise illegal in Your Jurisdiction for you to download, install, and/or use the Software. You must not download, install, and/or use the Software or cause or permit the Software to be used if any of these conditions apply to you.

Diffchecker reserves the right in its sole discretion and for any reason, to alter, update, modify, supplement, amend, add to and/or revise this Agreement from time to time and at any time, without any notice or liability to you. If we modify this Agreement, we will post our modified Agreement at https://www.diffchecker.com/terms/, and the modified Agreement will supersede any prior Agreement from the date that the modified Agreement is posted. We encourage you to periodically review the Agreement, so you are aware of any revisions to which you are bound. By continuing to use the Software and/or the Services after the date that the modified Agreement is posted, you agree that you accept all of our modifications to the Agreement and agree to abide by the modified terms of the Agreement. If you do not agree to the modified Agreement, you must stop using the Software.

1. GRANT OF LICENSE

1. License. We hereby grant to you (whether a single individual or entity) a revocable, non-exclusive, sub-licensable (but only as set out in this Agreement) license (the “License”) to use the Software as an API to use the Services related to the comparison of documents that you provide to us via the Diffchecker API, for the purposes of performing comparisons or other Services for your documents, and/or in conjunction with your provision of services or software to others, subject to the terms and conditions of this Agreement including the restrictions set forth in Section 2 below. Subject to the terms and conditions of this Agreement including the restrictions set forth in Section 2 below and the payment by you of all applicable license fees, the License is sub-licensable and you may reproduce and incorporate the Software into your software that you license to others, and provide access to the Software in connection with your provision of services to others.
2. License Fee. If we identify a license fee or other payment in a separate written Order or a separate written agreement between you and us (or between us and the organization or entity through which you gain access and license to the Software and Services), the License shall be of no force or effect unless the applicable license fee or other payment is paid in accordance with the applicable payment provisions.
3. Reservations. Except for the License granted in this Section 1, nothing in this Agreement shall be construed as conferring any licenses or other rights under the intellectual property or other proprietary rights of us and our licensors, affiliates or any third party, in the Software. Nothing in the Software should be construed as granting, by implication, estoppel or otherwise, any license or right to use any copyright or other intellectual property in the Software. Your use of any copyright or other intellectual property in the Software is strictly prohibited except only and to the limited extent expressly permitted in this Agreement.
4. Additional Terms. Certain features and activities of the Software may also be subject to additional terms (“Additional Terms”), all of which are incorporated herein by reference. If anything in this Agreement conflicts with any Additional Terms presented in connection with any such other features and activities of the Software, then the Additional Terms shall control to the extent of the conflict.
5. Third Party Documents and Information. If you use the Software or the Services to provide services to others or to use the Services to compare or otherwise process the documents of other parties, you remain responsible for such obtaining the consent of those other parties to the use of the Software and Services for the purposes of comparing or otherwise processing the documents of those other parties. By using the Software or Services, you represent and warrant that you have such consent.

2. RESTRICTIONS ON USE

1. Restrictions. You shall not:
   1. use the Software or Services to post or transmit any material which:
      1. violates or infringes in any way upon the rights of others,
      2. is unlawful, threatening, abusive, defamatory, hurtful, invasive of privacy or publicity rights, vulgar, obscene, hateful, profane or otherwise objectionable, or
      3. contains or links to software viruses or any other computer code, files or programs designed to (or that operates to) interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment or otherwise interfere with or disrupt the Software;
   2. use the Software or Services in any manner to violate any person’s legal rights, to violate any intellectual property rights of us, our licensors and affiliates, or any other party, to upload or otherwise disseminate any computer viruses or other software that may damage the property of another;
   3. use the Software or Services in any manner to perpetrate any fraud, to publish or distribute any obscene or defamatory material, to publish or distribute any material that incites violence, hate, or discrimination towards any group, or to unlawfully gather information about others;
   4. except in sub-licenses granted in accordance with this Agreement or otherwise expressly permitted in this Agreement, modify, translate, use, reproduce, copy, or transfer the right to use the Software or Services;
   5. except in sub-licenses granted in accordance with this Agreement or otherwise expressly permitted in this Agreement, commercially exploit, reproduce, copy, modify, translate, or otherwise change the Software or Services;
   6. except in sub-licenses granted in accordance with this Agreement or otherwise expressly permitted in this Agreement, rent, lease, license, transfer or otherwise provide any third party with access to the Software or Services;
   7. distribute or provide subscriptions to the Software or Services, except for the purposes of sub-licenses granted in accordance with this Agreement;
   8. upload, post or otherwise make available on or through the Software or Services any material protected by copyright, trademark or other proprietary right without the express permission of the owner of the copyright, trademark or other proprietary right;
   9. modify, reverse engineer, de-compile, or disassemble the Software or Services in any manner;
   10. use the Software or Services except as expressly provided for in this Agreement; or
   11. remove, disable or circumvent, or attempt to remove, disable or circumvent, any access control or related code, device, process or procedure related to the Software or Services.

3. MODIFICATIONS

1. Modifications. We reserve the right, at any time and without notice to you, to revise, modify or discontinue, temporarily or permanently, any or all of the Software and Services, release subsequent versions thereof and to alter features, specifications, capabilities, functions, and other characteristics of the Software and Services.

4. OWNERSHIP, COPYRIGHT AND TRADEMARKS

1. Ownership of the Software. All right, title and interest in and to the Software and Services, and any derivative materials including in any copy, modification, enhancement, configuration, derivative work or improvement of the Software, and any and all associated intellectual property rights therein, are owned by us and/or our licensors or affiliates, as applicable. This Agreement constitutes a license for use only and not in any way a transfer of ownership rights to the Software or any portion thereof. The structure, organization and code of the Software are the valuable trade secrets and confidential information of us and/or our licensors or affiliates, as applicable.
2. Proprietary Notices. You shall not remove, modify or alter any copyright, trademark or other proprietary rights notices of us or any of our licensors and affiliates from any part of the Software and Services.
3. Use of Trademarks. You shall not use or adopt any trademark, trade name, trading style, commercial designation, social media identifier or domain name that includes or is similar to or may be mistaken for the whole or any part of any of our trademarks, including the Diffchecker trademark, except with our prior written consent. Without limiting the foregoing, you shall not use any of our trademarks, including the Diffchecker trademark, to advertise or promote your business, goods, or services, except with our prior written consent.
4. Support Services. Unless otherwise agreed by us, we shall not offer or provide you with any technical support and maintenance services in connection with the Software and Services. Any technical support and maintenance services for the Software and Services that we do agree to provide (collectively, the “Support Services”) shall be set out in a separate written agreement between you and us (or between your organization and us). If we, in our sole discretion, provide you with any Support Services for the Software and Services, the material provided with such Support Services shall be deemed to be included in the Software and Services, as applicable, and shall be governed by this Agreement, except to the extent other terms of use are expressly provided by us in writing with respect to such Support Services.
5. Your Feedback. You may, from time to time, provide suggestions, comments or other feedback to us concerning your experience with or use of the Software and Services (the “Feedback”). YOU AGREE THAT WE SHALL BE FREE TO USE, COMPILE, PROCESS, ADAPT, DISCLOSE, REPRODUCE, LICENSE, DISTRIBUTE AND/OR OTHERWISE EXPLOIT THE FEEDBACK AS WE SEE FIT IN OUR SOLE AND ABSOLUTE DISCRETION, ENTIRELY WITHOUT OBLIGATION OR RESTRICTION OF ANY KIND ON ACCOUNT OF INTELLECTUAL PROPERTY RIGHTS OR OTHERWISE. Feedback, even if designated as confidential by you, shall not, absent a separate written agreement between us and you, create any confidentiality obligation for us, and we will not be liable to you for any ideas incorporated into our business (including without limitation, product, service or advertising ideas) and will not incur any liability as a result of any similarities that may appear between the Feedback and our future products, services or operations.
6. Non-Personal, Compiled and Aggregated Data. We may use the Services and Software to collect non-personal data (“Non-Personal Data”) that you submit or enter by or through the Software or Services for system administration, diagnostic, management, research and product development purposes. Such Non-Personal Data does not include personal information and does not include the content of compared documents or “diff content” as to the differences between documents. Diffchecker may use this Non-Personal Data for any of the foregoing purposes to obtain a better understanding of your and users’ behaviour and improve the quality and performance of its products and services, including the Software and Services. As between us and you, you acknowledge that we will own all right, title, and interest in and to compiled and aggregated Non-Personal Data, provided that such compiled and aggregated Non-Personal Data.

5. PRIVACY POLICY AND DATA HANDLING

1. Privacy Policy. By downloading, accessing, or making use of the Software and Services, you acknowledge and agree that the terms set out in our Privacy Policy accessible at https://www.diffchecker.com/privacy-policy/ apply to the collection, use and disclosure of any personal information supplied by you relating to this Agreement and your use of the Software and Services.
2. Confidentiality. Unless encrypted, information sent or received over the Internet is insecure and Diffchecker cannot and does not make any representation, warranty or promise concerning the interception by third parties of your personal or other information. Diffchecker will not be responsible for any damages you or any third party may suffer as a result of or in connection with the transmission of any information from or to Diffchecker through the Software and Services.

6. EXCLUSION OF WARRANTY; LIMITATIONS OF LIABILITY

1. Exclusions of Warranty.
   1. YOUR USE OF THE SOFTWARE AND SERVICES ARE UNDERTAKEN AT YOUR OWN RISK. THE SOFTWARE AND THE SERVICES ARE PROVIDED ON AN “AS IS, WITH ALL FAULTS BASIS” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT AS MAY BE AGREED BY US IN A SEPARATE WRITTEN AGREEMENT, WE AND OUR SUBSIDIARIES, AFFILIATES, SUPPLIERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, CONTRATORS AND LICENSORS DO NOT MAKE OR OFFER ANY REPRESENTATION, WARRANTY, GUARANTEE OR ASSURANCE, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR ANY PURPOSE, TITLE, NON-INFRINGEMENT OF THIRD PARTY RIGHTS INCLUDING INTELLECTUAL PROPERTY RIGHTS, OR WARRANTIES ARISING BY COURSE OF DEALING OR CUSTOM OF TRADE RELATING IN ANY MANNER TO THE SOFTWARE. EXCEPT AS MAY BE AGREED BY US IN A SEPARATE WRITTEN AGREEMENT, THERE IS NO REPRESENTATION OR WARRANTY BY US OR ANY OF OUR SUBSIDIARIES, AFFILIATES, SUPPLIERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, CONTRATORS AND LICENSORS, OR BY ANY OTHER PARTY THAT THE FUNCTIONS CONTAINED IN THE SOFTWARE OR SERVICES WILL MEET YOUR REQUIREMENTS, THAT THE OPERATION OF THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, FREE OF VIRUSES, OR OTHER HARMFUL COMPONENTS, OR THAT THE SOFTWARE OR SERVICES IS OR WILL BE ACCURATE IN ITS RESULTS. YOU ASSUME ALL RESPONSIBILITY AND RISK FOR THE SELECTION OF THE SOFTWARE AND SERVICES TO ACHIEVE YOUR INTENDED RESULTS AND FOR THE INSTALLATION, USE, AND RESULTS OBTAINED FROM IT.
   2. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU IN CONNECTION WITH THE SUPPORT SERVICES OR THE SOFTWARE OR SERVICES SHALL CREATE ANY WARRANTY OR REPRESENTATION BY US.
   3. ANY MODIFICATION OR CHANGE IN OR TO THE SOFTWARE BY YOU OR ANY OTHER PERSON OTHER THAN AN EMPLOYEE OR REPRESENTATIVE AUTHORIZED BY US, SHALL VOID ANY AND ALL REPRESENTATIONS AND WARRANTIES PROVIDED FROM US.
   4. Nothing in the Software or Services is intended as professional advice or recommendations (including financial, legal or other professional advice). While we may reference certain results, outcomes, benefits, or situations in the Software or Services, in our promotional material or documentation, or otherwise in connection with the Software or Services, we make no guarantee, representation, or warranty as to the accuracy of the Software, or the likelihood of any particular result as a result of use of the Software or Services.
2. Limitation of Liability. THE TOTAL LIABILITY OF US AND OUR SUBSIDIARIES, AFFILIATES, SUPPLIERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, CONTRATORS AND/OR LICENSORS IN CONNECTION WITH THIS AGREEMENT AND PROVISION OF THE SOFTWARE AND SERVICES TO YOU, SHALL BE LIMITED TO A MAXIMUM OF YOUR APPLICABLE USER AND/OR LICENSE FEE FOR USE OF THE SOFTWARE AND SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL WE OR OUR SUBSIDIARIES, AFFILIATES, SUPPLIERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, CONTRATORS AND/OR LICENSORS BE LIABLE FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOST PROFITS, REVENUE, SALES, DATA, INTERRUPTION OF BUSINESS AND/OR LOSS OF BUSINESS INFORMATION), HOWEVER CAUSED AND WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE, OR OTHER THEORY OF LIABILITY ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, INCLUDING ANY UNAUTHORIZED USE OF THE SOFTWARE AND SERVICES, OR PERFORMANCE OF THE SOFTWARE AND SERVICES, IN ALL CASES EVEN IF WE OR OUR SUBSIDIARIES, AFFILIATES, SUPPLIERS, OFFICERS, DIRECTORS, SHAREHOLDERS, EMPLOYEES, AGENTS, CONTRATORS AND/OR LICENSORS ARE ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
3. Application of Exclusions and Limitations. THE FOREGOING EXCLUSIONS AND LIMITATIONS OF LIABILITY WILL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW AND WILL SURVIVE CANCELLATION OR TERMINATION OF THIS AGREEMENT. IF APPLICABLE LAW DOES NOT ALLOW ALL OR ANY PART OF THE ABOVE EXCLUSIONS AND LIMITATIONS OF LIABILITY TO APPLY TO YOU, THE FOREGOING LIMITATIONS AND EXCLUSIONS WILL APPLY TO YOU TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.
4. Indemnity. You hereby agree to indemnify us and our affiliates and hold us and our affiliates harmless from and against any loss, damage, claim, demand, claim, action or proceeding, however arising and whether present, unascertained, immediate, future or contingent (each a “Claim”), suffered or incurred by any of them arising out of or in connection with: (a) any Claim relating to access to, use of, uploading data or documents to, use or reliance on any output of, the Software or Services by you or any other person or entity, including any third party Claim; (b) your breach of any of your agreements, representations or warranties set out in this Agreement; and/or (c) your violation of any law or regulation.

7. TERMINATION

1. Term. The Agreement will continue until terminated. You may terminate this Agreement at any time and for any reason by discontinuing your use of the Software and Services.
2. Termination for Cause. We may terminate this Agreement with immediate effect and without any further obligation to you, by giving written notice to you, if you commit a breach of any term or provision of this Agreement.
3. Effects of Termination. Upon termination of this Agreement for any reason:
   1. the License granted to you and all rights, privileges, and licenses granted to you hereunder shall forthwith terminate;
   2. you must, immediately following termination of this Agreement, pay to us any and all fees due and payable as at the date of termination; and
   3. we shall not be liable to you, or any third party, for damages of any sort resulting from the termination of this Agreement in accordance with its terms.
4. Survival. The following provisions survive and will remain in full effect after termination of the Agreement: 2 (RESTRICTIONS ON USE), 4 (OWNERSHIP, COPYRIGHT AND TRADEMARKS), 6 (EXCLUSION OF WARRANTY; LIMITATIONS OF LIABILITY), 7.3 (Effects of Termination), 7.4 (Survival), 8 (MISCELLANEOUS), and any other provision of this Agreement that must survive to fulfill its essential purpose.

8. MISCELLANEOUS

1. Entire Agreement. Except as expressly stated in this Agreement, the Agreement constitutes the entire agreement between you and us with respect to the Software and Services, and this Agreement supersedes all previous communications, representations, warranties, understandings, and agreements, whether electronic, oral, or written, between you and us relating to the subject matter of this Agreement.
2. Independent Parties. Nothing herein shall be deemed to establish a partnership, joint venture or agency relationship between parties.
3. Consent to Communications. By providing us with your contact information and using the Software and Services, you agree to receive communications via e-mail and/or social media from or on behalf of Diffchecker at the email address or telephone number (including mobile number) you provided. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
4. No Third Party Rights. Unless expressly stated in this Agreement to the contrary, nothing herein is intended to confer any rights or remedies on any persons other than you, Diffchecker, and our successors and assigns. Nothing in this Agreement is intended to relieve or discharge the obligation or liability of any third persons to you and Diffchecker and our successors and assigns, nor shall any provision give any third parties any right of subrogation or action over against you, Diffchecker, and our successors and assigns. We make no representation or warranty to any third party in conjunction with the Services and Software, and you are responsible for any representation or warranty that you offer to any other person or entity in conjunction with use of the Services and Software.
5. Assignment. This Agreement shall enure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. You shall not resell or assign or otherwise transfer your rights or obligations under this Agreement without our express written authorization. We may assign or transfer any and all of our rights and obligations under this Agreement to any other party without notice to you.
6. Waiver and Modification. Any modification of this Agreement must be agreed to in a writing signed by our authorized representative, and must specifically reference this Agreement. We may modify the terms of this Agreement at any time with written notice to you. If you do not agree with any such modification, your only remedy shall be to terminate this Agreement. No failure, delay or omission in the exercise of any right or remedy by us shall impair such right or remedy or be construed as a waiver of such right or remedy or any other right or remedy. A waiver, consent or approval of any act of yours by us shall not be deemed to waive or render unnecessary consent to or approval of any other subsequent act of yours.
7. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Province of British Columbia (without regard to its conflict of laws provisions) which shall be deemed to be the proper law thereof. The United Nations Convention on the International Sale of Goods shall not apply to the License and your access, download, installation, and use of the Software. We hereby specifically disclaim the UN Convention on Contracts for the International Sale of Goods.
8. Severability. The provisions of this Agreement, whether or not contained in the same section, are independent and separable. If any part of this Agreement shall be declared or adjudged to be invalid or unenforceable by any court or tribunal of competent jurisdiction or under the laws of the jurisdiction where enforcement is sought, or to the extent that the validity, legality, or enforceability of any limitations on and disclaimers of liability are affected by local consumer protection legislation, such invalidity, illegality or unenforceability shall not invalidate or render unenforceable the entire Agreement but rather the entire Agreement shall be construed as if not containing the particular invalid, illegal or unenforceable provision or provisions and the rights and obligations of the parties shall be construed and enforced accordingly, with the invalid, illegal or unenforceable provision modified so as to be enforced to the fullest extent possible under the laws of that jurisdiction.
9. Force Majeure. We shall not be liable to the other for any failure or delay in the fulfillment of our obligations under this Agreement, when any such failure or delay is caused by fire, flood, earthquakes, locusts, explosions, sabotage, terrorism, pandemic, lack of adequate raw materials (caused by matters beyond our reasonable control), civil commotions, riots, invasions, wars, peril of the sea, acts, restraints, requisitions, regulations, or directions of government authorities (caused by matters beyond our reasonable control), acts of God, or any similar cause beyond our reasonable control, where we have taken any and all appropriate action to mitigate such an event.
10. Reservation of Rights. Our rights and remedies set forth in this Agreement are in addition to any rights or remedies we may otherwise have at law or in equity.
11. Authority to Bind. If you are entering this Agreement on behalf of a company or other organization, you warrant that you have authority to do so.
12. Interpretation. The language in all parts of this Agreement shall be in all cases construed simply according to its fair meaning and not strictly for or against any of the parties hereto. Any rule of construction that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement. The headings contained in this Agreement are used solely for convenience and do not constitute a part of the Agreement, nor should they be used to aid in any manner in the construction or interpretation of this Agreement. Any reference to “agree”, “agrees”, “represent”, “represents”, “acknowledge”, “acknowledges”, or any “acknowledgement” by you in this Agreement, shall refer in all cases to your acceptance of this Agreement through downloading, installing, accessing, or making use of the Software in accordance with this Agreement.