No amendment to, or any waiver of any rights under, this Agreement shall be effective unless signed in writing by the party to be charged. This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter. The parties agree that the courts sitting in New Zealand shall have exclusive jurisdiction and venue regarding any matter arising from this Agreement. This Agreement shall be governed by the laws of New Zealand. After three months of use, Developer agrees to accept a reasonable number of reference phone calls from potential Kami Developers for purposes of discussing the Kami API or the Kami Service. Developer hereby grants to Kami a non-exclusive, irrevocable, transferable, sublicensable license to use information such as Developer logos, screenshots, feature lists and other information related to the Developer’s Apps solely for the purposes of marketing and promoting the Apps and or the Kami Service to third parties. Publicity. Kami and Developer may include the other party in a list of Developers or suppliers that Kami or Developer make available to third parties. For the avoidance of doubt, Developer may not, without Kami’s prior written approval: (a) make or respond to any posts or threads on the public groups or forums located on the Kami Website, or (b) contact, directly or indirectly, through the Kami Website or otherwise, any user of the Kami Service with the intent to market, advertise, promote, or otherwise solicit business for, any Developer’s App.ģ.5. No Advertising. Except through specific marketing campaign programs offered by Kami, which Kami may offer in its sole discretion, Developer shall not market, advertise, promote, or otherwise solicit business for, any Developer’s App. Confidential Information shall not include information which: (i) is or becomes public knowledge without any action by, or involvement of, the recipient of the information or (ii) is publicly disclosed by the recipient with the prior written approval of the disclosing party.ģ.4. “Confidential Information” means confidential or other proprietary information that is disclosed by one party to the other party under the terms of this Agreement, including, without limitation, software, specifications, documentation and other confidential business information, including the Kami API or the Kami Service. Confidentiality. Kami and Developer agree not to disclose, or permit any third party or entity access to, the Confidential Information received from the other party. From time to time during the Term of this Agreement, Kami will provide agreed upon reports of aggregated end user data.ģ.3. If required by applicable law, Developer represents and warrants that it is authorized to communicate such end user data according to applicable law. End User Data. All data of submitted by end users of the App required by Kami in the framework of the Kami Service shall be solely owned by Kami to the maximum extent permitted by applicable law provided, however, that Kami shall not resell any such end user data to any third party except in connection with a sale of its assets, merger, acquisition, or similar transaction. The provisions of this Agreement shall have no effect on the ownership of the App with which the Kami API and Kami Service will be used.ģ.2. Intellectual Property Rights. Developer hereby recognizes that Kami retains all Intellectual Property Rights in the Kami API and the Kami Service. Intellectual Property Rights and Confidentiality.ģ.1. Changes to Apps. Developer shall immediately inform Kami in the event of: (i) any changes made to any Apps under development or to any App’s concept that would implicate the Kami API or the Kami Service, (ii) the appearance of unauthorized access, if any, to the Kami API or the Kami Service, and (iii) any plans for publishing of any upgrades or sequels of any Apps.ģ. Kami will endeavor to provide Developer with written notice of any modifications to the Kami Service on the Kami website.ġ.3. Kami reserves the right to modify the Kami API and the Kami Service at any time. Access. Kami agrees to provide Developer with access to the Kami API and the Kami Service during the term of this Agreement solely for the purposes of developing Apps. License Grant. Subject to the terms and conditions of this Agreement, during the term of this Agreement, Kami hereby grants to Developer a non-exclusive, revocable, non-transferable, non-sublicensable license to use the Kami API for the development of software applications (“Apps”) and for the connection of the Apps to the Kami Service.ġ.2.
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