Terms of service
Overview: The headings and titles in this agreement are for guidance and convenience of reference only, and do not limit, or otherwise affect or interpret, the provisions of this agreement.
Section 1 (Definitions)
Section 2.1 (Agreement)
Section 2.2 (Entire Agreement)
Section 2.3 (Order of Precedence)
Section 2.4 (No Waiver)
Section 2.5 (Severability)
Section 2.6 (Assignment)
Section 2.7 (Governing Law and Jurisdiction)
Section 2.8 (Agreement to Arbitrate)
Section 2.9 (Termination and Survival)
Section 2.10 (Changes to Terms)
Section 2.11 (Notices)
Section 3.1 (Use of Services)
Section 3.2 (Fees, Taxes, and Refunds)
Section 3.3 (Our Responsibilities)
Section 3.4 (Privacy Policy)
Section 3.5 (Acceptable Use Policy and Prohibited Usage)
Section 3.6 (Suspension)
Section 3.7 (Audit)
Section 3.8 (Changes to Services)
Section 4.1 (Independent Contractors)
Section 4.2 (Proprietary Rights)
Section 4.3 (Non-Exclusivity)
Section 4.4 (Third-Party Beneficiaries)
Section 4.5 (Confidentiality)
Section 4.6 (Compelled Disclosure)
Section 4.7 (Equitable Relief)
Section 4.8 (Competitive or Similar Materials)
Section 4.9 (Publicity)
Section 4.10 (Government Terms)
Section 5.1 (Limitation of Liability)
Section 5.2 (Disclaimer of Warranties)
Section 5.3 (Indemnification)
Section 5.4 (Force Majeure)
1) Definitions:
DEF_APPLICATION means a software application, mobile app, library, code, website, interface, or any other means DEF_DEVELOPER creates, builds, implements, designs, or utilizes, to access or interface with, or allows DEF_END_USER to access or interface with, DEF_SERVICES, using DEF_CREDENTIALS.
DEF_COMMUNITIES means all of our websites, DEF_INCLUDING packagejs.com and all subdomains, and online communities, DEF_INCLUDING social media profiles, social media pages, community forums, support forums, communication channels (DEF_INCLUDING Discord, Slack, Reddit), meetings, groups.
DEF_CONFIDENTIAL_INFORMATION means all information disclosed by a party to the other party, whether orally or in writing, that is designated as confidential, or, given the nature of the information and the circumstances of disclosure, should be understood to be confidential, DEF_INCLUDING pricing, business plans, marketing plans, technology, technical information, product plans, designs, and business processes disclosed by PackageJS in connection with DEF_TERMS. PackageJS's DEF_CONFIDENTIAL_INFORMATION DEF_INCLUDES the DEF_SERVICES, DEF_DOCUMENTATION, and any information disclosed in connection with provision of assistance regarding DEF_DEVELOPER's use of DEF_SERVICES; DEF_DEVELOPER's DEF_CONFIDENTIAL_INFORMATION is DEF_DEVELOPER's data, or DEF_DEVELOPER's DEF_END_USER(s)'s data.
DEF_CONTENT DEF_INCLUDES text, images, audio, code, and other materials submitted by DEF_DEVELOPER or DEF_END_USER to DEF_SERVICES.
DEF_CREDENTIALS means the credentials that allow DEF_DEVELOPER to make, handle, or proxy authenticated requests to DEF_SERVICES from DEF_APPLICATION or DEF_END_USER.
DEF_DEVELOPER means an individual, or an entity, or an individual representing an entity, DEF_INCLUDING application developers and website operators, that develops, owns or operates one or more DEF_APPLICATION(s) that accesses or uses DEF_SERVICES. Generally, within DEF_TERMS, DEF_DEVELOPER will refer to you, or if you are accepting DEF_TERMS on behalf of an entity, then DEF_DEVELOPER will refer to that entity.
DEF_DOCUMENTATION means user guides, guides, instruction manuals, manuals, code samples, on-line help files, and other technical reference documentation made publicly available by us for DEF_SERVICES that PackageJS makes available to DEF_DEVELOPER as updated by PackageJS from time to time.
DEF_END_USER means any person or entity other than DEF_DEVELOPER with whom DEF_DEVELOPER interacts using DEF_SERVICES, DEF_INCLUDING any person or entity being provided access to, submitting data to, or receiving data from DEF_SERVICES.
DEF_INCLUDE or DEF_INCLUDES or DEF_INCLUDING means "including without limitation" (i.e. "includes, but is not limited to", "includes, but are not limited to", "including, but not limited to").
DEF_SERVICES is the set of application programming interface (also known as APIs), software development kits (also known as SDKs), applications, software, tools, plugins, technology, documentation, features, websites, interfaces, services, text, images, code, audio, and other materials that enables DEF_DEVELOPER to develop functionality, retrieve data from PackageJS, or provide data to PackageJS, available via packagejs.com and any associated websites, third-party API marketplaces, products, or services offered by PackageJS. This also includes our services provided to DEF_DEVELOPER on a trial basis or otherwise free of charge.
DEF_BETA_SERVICES means DEF_SERVICES that are identified as alpha, beta, non-GA, limited release, developer preview, or any such similarly designated services, products, features, and documentation offered by PackageJS.
DEF_TAXES mean all applicable federal, state and local taxes, fees, charges, telecommunications provider (e.g., carrier) surcharges or other similar exactions, including, without limitation, sales and use taxes, communications service taxes, utility taxes or fees, excise taxes, VAT, GST, other license or business and occupations taxes, 911 taxes, franchise fees and universal service fund fees or taxes.
DEF_TERMS refers to this agreement, and our other terms and policies, DEF_INCLUDING our Acceptable Use Policy and DEF_DOCUMENTATION.
DEF_THIRD_PARTY_SERVICE refers to a variety of third party software and Non-PackageJS services, equipment and/or software of third parties where such equipment and/or software is not within the control of PackageJS.
DEF_UPDATES means bug fixes, changes, updates, upgrades, enhancements, modifications, new releases, and new versions of DEF_SERVICES.
UPPERCASE terms (formatted DEF_*) not otherwise defined herein have the meaning given in our other terms and policies, DEF_INCLUDING our Privacy Policy and our Acceptable Use Policy.
All of the following PLAIN-ENGLISH summaries are for convenience only and are not intended to control or affect the meaning or construction of any provisions of DEF_TERMS, and in the event of any conflict between the two, DEF_TERMS (excluding the PLAIN-ENGLISH summaries) wins, however, the arbitrator or court should endeavor to give effect to the intentions as reflected in the PLAIN-ENGLISH summaries, if applicable. The examples given in PLAIN-ENGLISH summaries are incredibly narrow (in an attempt to make the Section more easily understandable) and are not meant to limit the scope of the terms of the Section, especially with respect to any use of DEF_INCLUDE, DEF_INCLUDES, or DEF_INCLUDING.
2.1) Agreement:
Please review DEF_TERMS carefully. Once accepted, DEF_TERMS become a binding legal commitment between DEF_DEVELOPER and PackageJS. If DEF_DEVELOPER accesses DEF_SERVICES using a free trial, the applicable provisions of DEF_TERMS will also govern that free trial.
You hereby represent and warrant that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in DEF_TERMS, and to abide by and comply with DEF_TERMS. If you do not have the capacity to be bound by all of the provisions of DEF_TERMS, do not access or use DEF_SERVICES.
By accessing DEF_SERVICES, you are representing and warranting that, you are of the legal age of majority in your jurisdiction as is required to access DEF_SERVICES and enter into arrangements as provided by DEF_SERVICES. You further represent that you are otherwise legally permitted to use DEF_SERVICES in your jurisdiction, including interacting with DEF_SERVICES in any way. You further represent you are responsible for ensuring compliance with the laws of your jurisdiction and acknowledge that PackageJS is not liable for your compliance with such laws. If you are not legally permitted to use DEF_SERVICES or cannot ensure compliance with the laws of your jurisdiction, do not access or use DEF_SERVICES.
If you do not agree to be bound by all of the provisions of DEF_TERMS, do not access or use DEF_SERVICES.
If you are accepting DEF_TERMS on behalf of an entity, then you are agreeing to DEF_TERMS for that entity, and represent and warrant to PackageJS that you have the capacity, right, and authority to bind that entity and its affiliates to DEF_TERMS. If you do not have the capacity, right, or authority to bind that entity and its affiliates to DEF_TERMS, or that entity does not agree to be bound by all of the provisions of DEF_TERMS, do not access or use DEF_SERVICES.
By using DEF_SERVICES in any manner, you (as DEF_DEVELOPER on or behalf of an entity as DEF_DEVELOPER) acknowledge to have read and reviewed DEF_TERMS, and agree to be bound by DEF_TERMS to the exclusion of all other terms.
DEF_TERMS will start on the earlier of the date DEF_DEVELOPER accepts them or otherwise starts accessing or using DEF_SERVICES, and will continue until DEF_DEVELOPER stops accessing and using DEF_SERVICES.
IMPORTANT NOTE: DEF_TERMS limit our liability to DEF_DEVELOPER. For more details, go to Section 5.1 (Limitation of Liability).
IMPORTANT NOTE: Disputes related to DEF_TERMS or related to DEF_DEVELOPER'S use of DEF_SERVICES generally must be resolved by a dispute resolution process which may lead to binding arbitration. For more details, go to Section 2.8 (Agreement to Arbitrate).
2.2) Entire Agreement:
PLAIN-ENGLISH: This is the only contract we have; anything else we may have discussed that didn't make it into this contract doesn't apply to our agreement of this contract.
DEF_TERMS constitute the entire agreement between DEF_DEVELOPER and PackageJS with respect to DEF_SERVICES, and supersede all prior and contemporaneous agreements, proposals, statements, or representations, DEF_INCLUDING sales materials, presentations, and any prior version of DEF_TERMS, oral and written. No oral or written information or advice given by PackageJS, its agents, or employees will create a warranty or in any way increase the scope of the warranties or obligations under DEF_TERMS. Any purchase order document or similar document provided by DEF_DEVELOPER shall be construed solely as evidence of DEF_DEVELOPER's internal business processes, and the terms and conditions contained thereon shall be void and have no effect with regard to DEF_TERMS between DEF_DEVELOPER and PackageJS and be non-binding against PackageJS even if signed by PackageJS after the date DEF_DEVELOPER accepts DEF_TERMS.
2.3) Order of Precedence:
In the event of any conflict or inconsistency among the following, the order of precedence shall be: (1) the Terms of Service, (2) the Acceptable Use Policy, (3) the Privacy Policy, and (4) DEF_DOCUMENTATION.
2.4) No Waiver:
PLAIN-ENGLISH: Just because we don't act regarding a violation of DEF_TERMS immediately, doesn't mean that we can't and / or won't eventually act.
The failure or delay of PackageJS to exercise or enforce any right or provision of DEF_TERMS shall not constitute a waiver of such right or provision, or a waiver of any other right or provision of DEF_TERMS. If we do expressly waive any provision of DEF_TERMS, that does not mean it is waived for all time in the future.
2.5) Severability:
PLAIN-ENGLISH: Situations may arise that don't perfectly fit the rules in this contract. If that's the case, then that rule should be blue-penciled to make it reasonable, OR it should be eliminated if it's entirely unreasonable, OR if there's a reasonable way to interpret the rule given the PLAIN-ENGLISH summary or surrounding context then that should be applied instead, but no matter what, the whole contract or Section should not be nullified just because of the offending rule.
If any provision of DEF_TERMS is determined to be invalid, illegal, or unenforceable, it shall not affect the enforceability of any other provision of DEF_TERMS. Rather, the invalid, illegal, or unenforceable provision shall be limited, eliminated, or that the arbitrator or court should endeavor to give effect to the parties' intentions as reflected in the provision, to the minimum extent necessary so that DEF_TERMS shall otherwise remain in full force and effect and enforceable.
2.6) Assignment:
PLAIN-ENGLISH: These terms apply to "YOU and PackageJS" only. You can't reassign these terms to "SOMEONE ELSE and PackageJS" without our permission.
DEF_DEVELOPER will not assign or otherwise transfer DEF_TERMS, in whole or in part, without our prior written consent from PackageJS. Any unpermitted transfer by DEF_DEVELOPER, (DEF_INCLUDING assignment, delegation, acquisition, merger, change of control, or other forms of transfer), will be considered null and void. PackageJS may assign DEF_TERMS, in whole or in part, without consent. Subject to this Section 2.6 (Assignment), DEF_TERMS will be binding on both DEF_DEVELOPER and PackageJS, and each of our successors and assigns.
2.7) Governing Law and Jurisdiction:
DEF_TERMS and any disputes arising out of or related hereto shall be governed by and construed in accordance with the laws of the State of Florida, without regard to principles of conflicts of laws. DEF_TERMS will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. With respect to all disputes arising out of or related to DEF_TERMS, the parties consent to exclusive jurisdiction and venue in the state and Federal courts located in Jacksonville, Florida.
2.8) Agreement to Arbitrate:
Before bringing a formal legal case, please first try contacting us at legal@packagejs.com. Most disputes can be resolved that way.
If a dispute cannot be resolved through legal@packagejs.com, DEF_DEVELOPER or any of DEF_DEVELOPER's affiliates on one hand and PackageJS and any of PackageJS's affiliates on the other hand, all agree to resolve any dispute relating to DEF_TERMS or in relation to DEF_SERVICES by binding arbitration in Jacksonville, Florida.
This applies to all claims under any legal theory. It also applies even after DEF_DEVELOPER has stopped using DEF_SERVICES. If we have a dispute about whether this agreement to arbitrate can be enforced or applies to our dispute, we all agree that the arbitrator will decide that, too.
Pursuant to this Section 2.8 (Agreement to Arbitrate), DEF_DEVELOPER understands that DEF_DEVELOPER and its affiliates and PackageJS and its affiliates are giving up the right to have a judge and/or jury resolve any controversy or claim arising out of or relating to DEF_TERMS.
Prior to filing any arbitration, both parties jointly agree to seek to resolve any dispute between us by mediation conducted by the American Arbitration Association (AAA), with all mediator fees and expenses paid equally by the parties. If mediation is not successful, either party may initiate an arbitration proceeding with AAA. You can look at AAA's rules and procedures on their website http://www.adr.org or you can call them at 1-800-778-7879. The arbitration will be governed by the then-current version of AAA's Commercial Arbitration Rules (the "Rules") and will be held with a single arbitrator appointed in accordance with the Rules. To the extent anything described in this Section 2.8 (Agreement to Arbitrate) conflicts with the Rules, the language of this Section 2.8 (Agreement to Arbitrate) applies. Each of us will be entitled to get a copy of non-privileged relevant documents in the possession or control of the other party and to take a reasonable number of depositions. All such discovery will be in accordance with procedures approved by the arbitrator. This Section 2.8 (Agreement to Arbitrate) does not alter in any way the statute of limitations that would apply to any claims or counterclaims asserted by either party. The arbitrator's award will be based on the evidence admitted and the substantive law of the State of Florida and the United States, as applicable, and will contain an award for each issue and counterclaim. The award will provide in writing the factual findings and legal reasoning for such award. The arbitrator will not be entitled to modify DEF_TERMS. Except as provided in the Federal Arbitration Act, the arbitration award will be final and binding on the parties. Judgment may be entered in any court of competent jurisdiction.
2.9) Termination and Survival:
PLAIN-ENGLISH: Please don't violate this contract, and please don't stop paying for the services you use. If you do, then we'll have to terminate your access to the services and might have to delete your, and your customer's, data. We'll try to be reasonable, for instance, if you canceled your credit card or let it expire, and then you're a bit late on payments that month, we're okay with that, as long as you (A) don't make it a habit, and (B) immediately pay your outstanding balance. OR, if you accidentally program an infinite loop before you go to bed and the service runs all night, we may or may not just forgive that mistake depending on how much it costs, as long as you didn't do it on purpose, and don't continue to be reckless / careless (we do have safeguards to prevent that sort of thing under most circumstances though).
If PackageJS determines, in its sole discretion, that DEF_DEVELOPER is using DEF_SERVICES in a manner that violates DEF_TERMS or creates an excessive burden or potential adverse impact on PackageJS's systems, or the account is fifteen (15) days or more overdue (except with respect to charges then under reasonable and good faith dispute), in addition to any of its other rights or remedies, PackageJS may, without liability to PackageJS, terminate DEF_TERMS with respect to DEF_SERVICES provided to DEF_DEVELOPER. Upon termination, the rights and licenses granted to DEF_DEVELOPER hereunder shall terminate immediately. In the event of any termination or expiration of DEF_TERMS, DEF_DEVELOPER shall have no right to continue to access or use DEF_SERVICES.
PackageJS may make changes to DEF_TERMS from time to time. DEF_DEVELOPER may reject the changes by stopping DEF_DEVELOPER's use and access of DEF_SERVICES and immediately terminating DEF_TERMS upon written notice provided to PackageJS by email at legal@packagejs.com. Any use of DEF_SERVICES after the date on which the changes take effect shall be deemed acceptance of the updates to DEF_TERMS.
Upon termination of DEF_TERMS, DEF_DEVELOPER's payment obligations, and the terms of the following Sections will survive (i.e. still apply):
- Section 1 (Definitions)
- Section 2.1 (Agreement)
- Section 2.2 (Entire Agreement)
- Section 2.3 (Order of Precedence)
- Section 2.4 (No Waiver)
- Section 2.5 (Severability)
- Section 2.6 (Assignment)
- Section 2.7 (Governing Law and Jurisdiction)
- Section 2.8 (Agreement to Arbitrate)
- Section 2.9 (Termination and Survival)
- Section 3.2 (Fees, Taxes, and Refunds)
- Section 3.4 (Privacy Policy)
- Section 4.1 (Independent Contractors)
- Section 4.2 (Proprietary Rights)
- Section 4.3 (Non-Exclusivity)
- Section 4.4 (Third-Party Beneficiaries)
- Section 4.5 (Confidentiality)
- Section 4.6 (Compelled Disclosure)
- Section 4.7 (Equitable Relief)
- Section 4.8 (Competitive or Similar Materials)
- Section 4.10 (Government Terms)
- Section 5.1 (Limitation of Liability)
- Section 5.2 (Disclaimer of Warranties)
- Section 5.3 (Indemnification)
- Section 5.4 (Force Majeure)
2.10) Changes to Terms:
PLAIN-ENGLISH: We can change these terms at any time, especially if it's to comply with laws and / or regulations. If you keep using the service after these terms change, then we're to expect that you agree with the new terms. We'll try to notify you of any changes to the terms, but can't guarantee that you'll get that notification, especially if you provide us with a incorrect / outdated form of contact. If you don't agree with the new terms, then contact us immediately and immediately stop using the services.
PackageJS reserves the right, at its sole discretion, to modify or replace DEF_TERMS at any time. DEF_DEVELOPER shall be responsible for reviewing and becoming familiar with any such modifications or replacements. DEF_DEVELOPER's continued access or use of DEF_SERVICES on or after the effective date of the modifications to, or replacements of, DEF_TERMS constitutes DEF_DEVELOPER's acceptance of the modifications to, or replacements of, DEF_TERMS. If DEF_DEVELOPER does not agree to the modifications to, or replacements of, DEF_TERMS, DEF_DEVELOPER must stop using the DEF_SERVICES.
All changes to the Terms of Service will be posted at https://packagejs.com/db.posts/terms.
All changes to the Acceptable Use Policy will be posted at https://packagejs.com/db.posts/aup.
All changes to the Privacy Policy will be posted at https://packagejs.com/db.posts/privacy.
Generally, PackageJS will attempt to notify DEF_DEVELOPER by email if an email address is available (and functioning properly) fifteen (15) days prior to significant changes to DEF_TERMS. No guarantees of notification are made by PackageJS to DEF_DEVELOPER if an email address was not provided by DEF_DEVELOPER to PackageJS, or if the email address provided by DEF_DEVELOPER to PackageJS is incorrect, or not reachable, DEF_INCLUDING an invalid address, unassigned mailbox, uncatchable username, blacklisted IP address or domain, filtered, sent to spam, or temporarily out of service.
2.11) Notices:
After DEF_DEVELOPER agrees to DEF_TERMS, any written notice, request, or communications from PackageJS to DEF_DEVELOPER may be provided via email or mail (for example, to the email address or mailing address DEF_DEVELOPER provided to PackageJS). DEF_DEVELOPER will keep DEF_DEVELOPER's contact information current, including name, business name, and email. If DEF_DEVELOPER's information is not kept current, DEF_DEVELOPER's suspension or termination of access may occur without prior notice, see Section 3.6 (Suspension).
All notices, permissions, and approvals shall be in writing and shall be deemed to have been given upon (A) personal delivery; (B) the second business day after mailing; or (C) the day of sending by email (except that email shall not be sufficient for notices of termination or an indemnifiable claim ("Legal Notice")).
Legal Notices to PackageJS should be addressed to legal@packagejs.email.
3.1) Use of Services:
PLAIN-ENGLISH: We're here to provide you with tools to make applications. You're here to use those tools, and pay us for your usage (especially if we have to pay someone else for your usage). You also have to pay if someone else uses your account (unless we choose to forgive the specific occurrence). If any of the user's of your applications violate these terms, then let us know immediately so that we don't suspend your access, but can work with you to either (A) prevent such abuse, or (B) ensure that that user has been banned from using your services (so that we don't have to suspend access). ALSO, we're in the U.S., so, unfortunately, you can't use our tools, or let any of your users use our tools, if you, or those users, are in a country that isn't currently on good terms with the U.S. If you break these terms, then we can suspend or terminate your applications, account, access, or data.
DEF_DEVELOPER may use the DEF_SERVICES, on a non-exclusive basis, solely to: (A) use DEF_DOCUMENTATION and DEF_SERVICES as needed to develop DEF_APPLICATION(s); (B) use and make the DEF_SERVICES available to DEF_END_USER(s) in connection with the use of each DEF_APPLICATION in accordance with DEF_TERMS; and (C) use DEF_SERVICES solely in connection with and as necessary for DEF_DEVELOPER activities pursuant to DEF_TERMS.
DEF_DEVELOPER is solely responsible, DEF_INCLUDING legally and financially, for all use (whether or not authorized) of DEF_SERVICES under DEF_DEVELOPER's account(s), any subaccount(s), or using DEF_DEVELOPER's DEF_CREDENTIALS.
If DEF_DEVELOPER becomes aware of any violation of the terms of Section 3.5 (Acceptable Use Policy and Prohibited Usage) by its DEF_END_USER(s), DEF_DEVELOPER shall immediately terminate such DEF_END_USER's account access.
DEF_SERVICES and DEF_DOCUMENTATION may be subject to export laws and regulations of the United States and other jurisdictions, and any use or transfer of DEF_SERVICES and DEF_DOCUMENTATION must be permitted under these laws and regulations. Each party represents that it is not named on any U.S. government denied-party list. DEF_DEVELOPER shall not enable use of DEF_SERVICES in a U.S.-embargoed country (currently Cuba, Iran, North Korea, Sudan, Crimea – Region of Ukraine, or Syria) or in violation of any U.S. export law or regulation.
If DEF_DEVELOPER fails to comply with DEF_TERMS, we may suspend or terminate DEF_DEVELOPER's DEF_APPLICATION(s), account, or access, as described in Section 3.6 (Suspension).
3.2) Fees, Taxes, and Refunds:
PLAIN-ENGLISH: You have to pay for the services you use, and pay the applicable taxes. If your use of our services gets us fined by a service we use, or by a government agency, etc. then you have to pay for those fines. If you are disputing any bills or items of any bills, then you have to let us know in writing within 15 days after the bill's due date (otherwise, we might suspend or terminate your applications / access / account). We'll definitely try to work with you, first, before suspending or terminating your applications / access / account. If you decide to cancel your account, then we'll give you a prorated refund, unless part of "unused" portion was used by us to pay a non-refundable reservation to another service for your intended use. If your account is suspended or terminated, then you still owe us for the resources you've consumed, and if your account is suspended (but we keep your services running to prevent you from having a crisis with your users) then you have to pay for that use of our services.
DEF_DEVELOPER agrees to pay fees in accordance with the rates listed at https://packagejs.com/db.posts/pricing. DEF_DEVELOPER shall be responsible for and shall pay all DEF_TAXES imposed on or with respect to DEF_SERVICES that are the subject of DEF_TERMS. DEF_DEVELOPER will provide accurate and updated billing contact information. All fees payable under DEF_TERMS shall be made in U.S. Dollars by credit card. DEF_DEVELOPER is responsible for ensuring that DEF_DEVELOPER has a sufficient positive credit card balance to cover all fees due. If, for any reason, DEF_DEVELOPER fails to make a payment, then we reserve the right to suspend DEF_SERVICES to DEF_DEVELOPER and all of DEF_DEVELOPER's DEF_APPLICATION(s) and DEF_DEVELOPER's DEF_END_USER(s). DEF_DEVELOPER's payments of fees are neither (A) contingent on the delivery of any future functionality or features nor (B) dependent on statements not set forth in DEF_TERMS.
Additionally, we will charge DEF_DEVELOPER, and DEF_DEVELOPER shall pay, in accordance with Section 3.2 (Fees, Taxes, and Refunds), any and all additional costs, fines, or penalties we incur from a governmental body, regulatory body, or DEF_THIRD_PARTY_SERVICE, (DEF_INCLUDING telecommunication providers, and cloud hosting services), as a result of DEF_DEVELOPER's use of DEF_SERVICES.
If DEF_DEVELOPER is disputing any fees or DEF_TAXES, DEF_DEVELOPER must act reasonably and in good faith and DEF_DEVELOPER must cooperate diligently with PackageJS to resolve the dispute. DEF_DEVELOPER must notify us in writing if DEF_DEVELOPER disputes any portion of any fees paid or payable by DEF_DEVELOPER pursuant to DEF_TERMS. DEF_DEVELOPER must provide that written notice to us at billing@packagejs.com within fifteen (15) days of the date we bill DEF_DEVELOPER for the charge DEF_DEVELOPER wants to dispute, and we will work together with DEF_DEVELOPER to resolve the dispute promptly.
If DEF_DEVELOPER terminates DEF_TERMS in accordance with Section 3.6 (Suspension), PackageJS will refund any prepaid fees covering the remainder of the term after the effective date of termination, minus any non-refundable fees incurred by PackageJS for the reservation DEF_THIRD_PARTY_SERVICE(s) with relation DEF_SERVICES used by DEF_DEVELOPER's DEF_APPLICATION(s). If DEF_TERMS is terminated by PackageJS in accordance with Section 3.6 (Suspension), DEF_DEVELOPER will pay any unpaid fees covering the remainder of the term. In no event will termination relieve DEF_DEVELOPER of its obligation to pay any fees payable for the period prior to the effective date of termination. If DEF_DEVELOPER terminates without cause prior to the end of the then current term, DEF_DEVELOPER shall be immediately liable for the balance of the fees for the remainder of the term.
3.3) Our Responsibilities:
PLAIN-ENGLISH: We're going to do our best to make sure that the services you use are available when you need them (unless laws, regulations, or governments prevent us from doing so). If you're a paying customer, then we'll do our best to provide you with timely and incredibly helpful support. If you aren't a paying customer, or you're trying a beta service, then we make no guarantees, BUT we'll still try our best to provide you with timely and incredibly helpful support. HOWEVER, we absolutely cannot guarantee that any third-party services we use will ever be as helpful.
PackageJS will comply with all laws and governmental regulations applicable to DEF_SERVICES.
PackageJS shall use commercially reasonable efforts to provide support for the DEF_SERVICES to DEF_DEVELOPER, DEF_INCLUDING by email, or online forums. PackageJS shall have no obligation to provide support to DEF_DEVELOPER during a free trial period. PackageJS shall have no obligation to provide support to DEF_DEVELOPER's DEF_END_USER(s).
PackageJS may discontinue the DEF_BETA_SERVICES at any time in its sole discretion. PackageJS makes no representations or warranties that DEF_BETA_SERVICES will function. PackageJS will have no liability for any harm or damage arising out of or in connection with DEF_BETA_SERVICES. DEF_BETA_SERVICES may not work in the same way as a final version. PackageJS may change or not release a final or commercial version of DEF_BETA_SERVICES in our sole discretion.
No endorsement of or participation by any DEF_THIRD_PARTY_SERVICE should be inferred due to any reference to that DEF_THIRD_PARTY_SERVICE or inclusion of data relating to that DEF_THIRD_PARTY_SERVICE in connection with DEF_SERVICES. DEF_SERVICES may allow DEF_DEVELOPER's DEF_END_USER(s) to interface with DEF_THIRD_PARTY_SERVICE(s). PackageJS is not responsible for the operation or functionality of such DEF_THIRD_PARTY_SERVICE(s) or for the operation or functionality of the DEF_DEVELOPER's DEF_APPLICATION(s) with respect to DEF_THIRD_PARTY_SERVICE(s). Any exchange of DEF_DEVELOPER's or DEF_DEVELOPER's DEF_END_USER(s) data or other information between DEF_DEVELOPER's DEF_END_USER(s) and any DEF_THIRD_PARTY_SERVICE(s) are solely between DEF_DEVELOPER, its DEF_END_USER(s), and the applicable DEF_THIRD_PARTY_SERVICE(s). While PackageJS may, in its sole discretion, configure the DEF_SERVICES to interoperate with various DEF_THIRD_PARTY_SERVICE(s), (i) PackageJS cannot and does not guarantee that the DEF_SERVICES shall interoperate (or continue to interoperate) with any particular DEF_THIRD_PARTY_SERVICE(s) or with the DEF_DEVELOPER's DEF_APPLICATION(s), and (ii) PackageJS's obligations described in DEF_TERMS shall not extend to any DEF_THIRD_PARTY_SERVICE(s) or to the DEF_DEVELOPER's DEF_APPLICATION(s) or to DEF_DEVELOPER's DEF_END_USER(s).
3.4) Privacy Policy:
PLAIN-ENGLISH: Respect your users and realize that they value their privacy. Building personalized tools is cool; most people are happy with that as long as they know what information of theirs is being used to build that tool. What people generally aren't happy with is anyone being sneaky about what information they're collecting and then selling. If you want to use our tools to make applications, then don't be sneaky. That said, it's okay if the people selling you their data know what data they're selling you, and they agree to selling it to you and/or explicitly allowing you to resell it.
DEF_SERVICES will comply with the Privacy Policy at https://packagejs.com/db.posts/privacy, which may be updated from time to time.
DEF_DEVELOPER shall be responsible for protecting the privacy and legal rights of the DEF_END_USER(s) of the DEF_APPLICATION(s). DEF_DEVELOPER shall provide legally adequate privacy notices and data protection for its DEF_END_USER(s). If DEF_END_USER(s) provide DEF_DEVELOPER with user names, passwords, or other login information or personal information, DEF_DEVELOPER shall provide notice to such DEF_END_USER(s) that the information will be made available to PackageJS.
If DEF_DEVELOPER uses DEF_SERVICES to DEF_DEVELOPER's DEF_END_USER(s)'s data, DEF_DEVELOPER will provide and comply with a publicly available and easily accessible privacy policy. DEF_DEVELOPER may only process DEF_DEVELOPER's DEF_END_USER(s)'s data as clearly described in DEF_DEVELOPER's privacy policy and in accordance with all applicable law and regulations, and DEF_TERMS. DEF_DEVELOPER's privacy policy will not supersede, modify, or be inconsistent with DEF_TERMS.
3.5) Acceptable Use Policy and Prohibited Usage:
PLAIN-ENGLISH: This is a non-comprehensive list, and we'll add to it frequently. Really, don't do any of this stuff. If you like using our tools and are making a living using our tools, then others probably are too. If you do something that ruins their ability to enjoy our tools or disrupts their livelihoods, then they'll probably be as upset as you would be. Have empathy.
DEF_DEVELOPER and all of DEF_DEVELOPER's DEF_APPLICATION(s) will comply with the Acceptable Use Policy at https://packagejs.com/db.posts/aup, which may be updated from time to time.
3.6) Suspension:
PLAIN-ENGLISH: We may have to suspend your access to our services. If you do, then we don't owe you for damages. We will try to work with you before suspending your access, and will also try our best to continue to provide you access to the other portions of our services that you're using (that don't need to be affected by the suspension) that might help your applications remain operational.
In addition to suspension of DEF_SERVICES for non-payment of fees as described in Section 3.2 (Fees, Taxes, and Refunds), we may also suspend DEF_SERVICES immediately upon notice for cause if: (A) DEF_DEVELOPER violates (or give us reason to believe DEF_DEVELOPER has violated) any provision of DEF_TERMS; (B) there is reason to believe the traffic created from DEF_DEVELOPER's use of DEF_SERVICES or DEF_DEVELOPER's use of DEF_SERVICES is fraudulent or negatively impacting the operating capability of DEF_SERVICES; (C) we determine, in our sole discretion, that providing DEF_SERVICES is prohibited by applicable law, or it has become impractical or unfeasible for any legal or regulatory reason to provide DEF_SERVICES; or (D) subject to applicable law, upon DEF_DEVELOPER's liquidation, commencement of dissolution proceedings, disposal of DEF_DEVELOPER's assets or change of control, a failure to continue business, assignment for the benefit of creditors, or if DEF_DEVELOPER becomes the subject of bankruptcy or similar proceeding, or (E) there is any use of DEF_SERVICES by DEF_DEVELOPER or DEF_DEVELOPER's DEF_END_USER(s) that in PackageJS's judgment threatens the security, integrity or availability of DEF_SERVICES. However, PackageJS will use commercially reasonable efforts under the circumstances to (x) provide DEF_DEVELOPER with notice and an opportunity to remedy such violation or threat prior to any such suspension; (y) where practicable limit the suspension based on the circumstances leading to the suspension (e.g., to certain sub-accounts or other subset of traffic); and (z) remove the suspension as quickly as reasonably practicable after the circumstances leading to the suspension have been resolved.
If DEF_DEVELOPER's information is not kept current, and an issue arises DEF_INCLUDING DEF_DEVELOPER's DEF_END_USER(s)'s reporting a privacy violation, DEF_DEVELOPER's access to DEF_SERVICES may be suspended or terminated without any prior notice given to DEF_DEVELOPER.
If we suspend DEF_SERVICES, then we will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that DEF_DEVELOPER or DEF_DEVELOPER's DEF_END_USER(s) may incur in connection with any such suspension.
3.7) Audit:
PLAIN-ENGLISH: If we think you're doing something to violate these terms, especially your users' privacy, then we have the right to audit your applications to determine the presence of any violations.
PackageJS shall have the right to audit, or to appoint an independent auditor under appropriate non-disclosure conditions to audit DEF_DEVELOPER's DEF_APPLICATION(s), systems, and records, to confirm DEF_DEVELOPER's compliance with DEF_TERMS, DEF_INCLUDING DEF_DEVELOPER's compliance with PackageJS's requests and requests from DEF_DEVELOPER's DEF_END_USER(s), as applicable, to delete DEF_DEVELOPER's DEF_END_USER(s) data obtained through the DEF_SERVICES. If requested, DEF_DEVELOPER must provide us with proof that DEF_DEVELOPER's DEF_APPLICATION(s) complies with DEF_TERMS.
3.8) Changes to Services:
PLAIN-ENGLISH: Updates to our services can happen at any time and might be "breaking changes", and, unfortunately, might have to be examined by you immediately to make sure that your applications don't break (at your own cost). However, we'll generally try to give you a 30 day warning before pushing a breaking update or discontinuing a service, unless we're complying with a legal action or government order, or fixing a security vulnerability. We can't guarantee that you'll get any notifications, especially if you don't keep your contact information valid and up to date.
PackageJS reserves the right to require DEF_DEVELOPER to install or update any and all software to continue using the DEF_SERVICES. DEF_DEVELOPER acknowledges that PackageJS may make DEF_UPDATES to DEF_SERVICES from time to time, and at its sole discretion. DEF_DEVELOPER must implement and use the most current version of the DEF_SERVICES and to make any changes to DEF_DEVELOPER's DEF_APPLICATION(s) that are required as a result of DEF_UPDATES, at DEF_DEVELOPER's sole cost and expense. DEF_UPDATES may adversely affect the manner in which DEF_APPLICATION(s) access or communicate with DEF_SERVICES.
We may change or discontinue the availability of some or all of DEF_SERVICES at any time for any reason with or without notice. DEF_UPDATES may DEF_INCLUDE removal of features, or the requirements of fees for previously free features. We may also impose limits on certain DEF_SERVICES, or restrict DEF_DEVELOPER's access to some or all of the DEF_SERVICES. DEF_DEVELOPER's continued use of the DEF_SERVICES following a subsequent release will be deemed DEF_DEVELOPER's acceptance of DEF_UPDATES.
Generally, PackageJS will attempt to notify DEF_DEVELOPER by email if an email address is available (and functioning properly) up to thirty (30) days prior to significant DEF_UPDATES to DEF_SERVICES. No guarantees of notification are made by PackageJS to DEF_DEVELOPER if an email address was not provided by DEF_DEVELOPER to PackageJS, or if the email address provided by DEF_DEVELOPER to PackageJS is incorrect, or not reachable, DEF_INCLUDING an invalid address, unassigned mailbox, uncatchable username, blacklisted IP address or domain, filtered, sent to spam, or temporarily out of service.
4.1) Independent Contractors:
PLAIN-ENGLISH: You are simply paying us to use our services, nothing more. You can't make promises or agreements with anyone on behalf of us. You also ensure that you haven't been illegally bribed to use our services.
The parties to DEF_TERMS are independent contractors. DEF_TERMS does not create a franchise, joint venture, agency, fiduciary, or partnership relationship between the parties. Nothing herein shall constitute either party as the employer, employee, agent, or representative of the other party for any purpose.
DEF_DEVELOPER and PackageJS will be solely responsible for all of our respective employees and agents and our respective labor costs and expenses arising in connection with our respective employees and agents. DEF_DEVELOPER and PackageJS will also be solely responsible for any and all claims, liabilities or damages or debts of any type that may arise on account of each of our respective activities, or those of each of our respective employees or agents, in the performance of DEF_TERMS.
Neither DEF_DEVELOPER nor PackageJS has the authority to commit the other of us in any way and will not attempt to do so or imply that it has the right to do so. Neither party shall have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or otherwise bind, the other party.
DEF_DEVELOPER has not received or been offered any bribe, kickback, illegal or improper payment, gift, or thing of value from any PackageJS personnel or agents in connection with DEF_TERMS, other than reasonable gifts and entertainment provided in the ordinary course of business. If DEF_DEVELOPER becomes aware of any violation of the above restriction, DEF_DEVELOPER will promptly notify PackageJS at legal@packagejs.email.
4.2) Proprietary Rights:
PLAIN-ENGLISH: Our software and intellectual property is ours, your software and intellectual property is yours. If you use our software to build your software, our software doesn't, then, become your software in any way. The data you get from our services is not yours to resell in any way (do not use our services to scrape our data and then build an app providing the scraped data). The data your software adds to our services is both of ours, but only ours in the sense that we can use it internally (not to resell / repackage in its raw form). For instance, if we provide an identity management service, your end users' login activity might be used in a machine learning model we then use to detect suspicious login activity, but we will not sell your end users' email addresses to a third-party advertising company.
DEF_SERVICES, DEF_DOCUMENTATION, and any additional intellectual or other property used by or on behalf of PackageJS or otherwise related to DEF_SERVICES, together with, DEF_INCLUDING, copyrights, trademarks, patents, trade secrets, and any other proprietary rights inherent therein and related thereto will be and remain the sole and exclusive property of PackageJS.
PackageJS does not acquire ownership in DEF_DEVELOPER's DEF_APPLICATION(s), DEF_DEVELOPER does not acquire ownership in DEF_SERVICES or the data that is accessed through DEF_SERVICES.
PackageJS shall have the right to host, copy, transmit, display, process, and access the DEF_DEVELOPER's and DEF_DEVELOPER's DEF_END_USER(s)'s data solely as necessary for PackageJS to provide DEF_SERVICES in accordance with DEF_TERMS.
4.3) Non-Exclusivity:
PLAIN-ENGLISH: Again, you are simply paying us to use our services. Other people can also pay us to use the same services. You can use others' services as well.
Nothing in DEF_TERMS is intended to create, nor shall it be construed as creating, any exclusive arrangement between the parties to DEF_TERMS. DEF_TERMS shall not restrict either party from entering into similar arrangements with others, provided it does not breach its obligations under DEF_TERMS by doing so, including any confidentiality obligations.
Subject to DEF_DEVELOPER's compliance with DEF_TERMS, PackageJS grants DEF_DEVELOPER a non-exclusive, limited, revocable, worldwide, non-sublicensable, and non-transferable license to use, access, and integrate with DEF_SERVICES solely in connection with developing, implementing and distributing DEF_DEVELOPER's DEF_APPLICATION(s) that interoperates or integrates with DEF_SERVICES, and solely in the manner described in DEF_TERMS and DEF_DOCUMENTATION.
4.4) Third-Party Beneficiaries:
PLAIN-ENGLISH: This contract is just between "YOU" and "PackageJS".
There are no third-party beneficiaries under DEF_TERMS.
4.5) Confidentiality:
PLAIN-ENGLISH: If we tell you details about a service that have not been released to the public, (such as information about a beta release of a service), or provided, to you, a quote that is otherwise not available to the public (such as bulk access pricing), you cannot, then, tell anyone that information outside of your own business. Also, if we give you access to something private, such as a dashboard, or a beta service, you cannot then allow someone else to access that dashboard or beta service unless they work for your company.
Except as provided in Section 4.6 (Compelled Disclosure) DEF_DEVELOPER shall not disclose or otherwise make available any DEF_CONFIDENTIAL_INFORMATION of PackageJS to anyone except those of its employees, directors, attorneys, agents and consultants who: (A) need to know the DEF_CONFIDENTIAL_INFORMATION in connection with the purpose of DEF_TERMS and (B) who have previously agreed to be bound by confidentiality obligations no less stringent than those in DEF_TERMS. Each party shall (A) safeguard all DEF_CONFIDENTIAL_INFORMATION of the other party with at least the same degree of care (but no less than reasonable care) as it uses to safeguard its own confidential information and (B) not use any DEF_CONFIDENTIAL_INFORMATION of the other party for any purpose outside the scope of DEF_TERMS.
4.6) Compelled Disclosure:
PLAIN-ENGLISH: For legal reasons or to comply with authorities, if we have to talk about your private information, or if you have to talk about our private information, then we / you can provide the private information to such authorities, and will give each other notification about the compliance if we're allowed to by law.
PackageJS may disclose DEF_CONFIDENTIAL_INFORMATION if so required pursuant to a regulation, law, or court order. We will give DEF_DEVELOPER notice of the compelled disclosure (to the extent legally permitted).
DEF_DEVELOPER will cover our reasonable legal fees for preparation of witnesses, deposition, and testimony to the extent such compelled disclosure is in connection with a lawsuit or legal proceeding to which DEF_DEVELOPER is a party, or to the extent fees are incurred in connection with reasonable assistance we provide to DEF_DEVELOPER in connection with DEF_DEVELOPER's efforts to contest disclosure.
4.7) Equitable Relief:
PLAIN-ENGLISH: If we tell you about the features of a new app we're working on, and then you tell someone else about those features, who then does anything to cause us to lose profits (building those features into their own app, telling someone else who does, or publishes an article about the features, etc.), we'll have to be compensated for the loss. For example, if we took our time to build and test some new features properly, everyone would benefit greatly, but if, instead, someone else heard about those features, rushed to get them out before us, and subsequently did a poor job, they might actually ruin anyone else's ability to promote such features positively, and ultimately make everyone's life worse off.
The parties agree that a material breach of DEF_TERMS adversely affecting PackageJS with respect to DEF_CONFIDENTIAL_INFORMATION may cause irreparable injury to PackageJS and/or its licensors for which monetary damages would not be an adequate remedy and PackageJS shall be entitled to equitable relief (without a requirement to post a bond) in addition to any remedies it may have hereunder or at law.
4.8) Competitive or Similar Materials:
PLAIN-ENGLISH: We have a strategy for this company that stretches out a few decades. If we haven't publicly released a tool, yet, that doesn't mean that tool hasn't already been built by us for internal use, nor does it mean that we weren't already intending on / crafting plans to build it. If that's the case, then we have the right to build it, even if you're currently working on, or have already built, a similar tool / application that uses DEF_SERVICES.
Nothing in DEF_TERMS will be interpreted as a representation or agreement that we will not develop or have not developed DEF_SERVICES that are similar to DEF_DEVELOPER's DEF_APPLICATION(s) or compete with DEF_DEVELOPER's DEF_APPLICATION(s). PackageJS is not precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing, or developing for or by third parties, as well as marketing and distributing materials, products or services which are competitive with DEF_DEVELOPER's products or services, including any DEF_APPLICATION(s), regardless of their similarity to DEF_DEVELOPER's products or services.
We welcome suggestions about and contributions to DEF_SERVICES and DEF_DOCUMENTATION. But please know that by submitting suggestions and contributions DEF_DEVELOPER agrees that: (A) we are not under any obligation of confidentiality with respect to DEF_DEVELOPER's suggestions or contributions; (B) we may use or disclose (or choose not to use or disclose) DEF_DEVELOPER's suggestions or contributions for any purpose and in any way; (C) we own DEF_DEVELOPER's suggestions and contributions; and (D) DEF_DEVELOPER is not entitled to any compensation or reimbursement of any kind from us under any circumstances for DEF_DEVELOPER's suggestions or contributions.
4.9) Publicity:
PLAIN-ENGLISH: If you use our services, then we can promote that you are a customer. We'll typically try to ask first.
DEF_DEVELOPER consents to PackageJS's use of DEF_DEVELOPER's name and logo and general description of DEF_DEVELOPER's relationship with PackageJS in press releases and other marketing materials and appearances. DEF_DEVELOPER further permits PackageJS to use it as a reference account for marketing purposes and agrees, from time to time, to support PackageJS by participating in reference phone call(s) and other marketing events including with press, analysts, and PackageJS's existing or potential investors or customers upon reasonable request by PackageJS.
4.10) Government Terms:
We provide the DEF_SERVICES, DEF_INCLUDING related software and technology, for ultimate federal government end use solely in accordance with DEF_TERMS. If DEF_DEVELOPER (or any of DEF_DEVELOPER's DEF_END_USER(s)) are an agency, department, or other entity of any government, the use, duplication, reproduction, release, modification, disclosure, or transfer of DEF_SERVICES, or any related documentation of any kind, DEF_INCLUDING technical data, software, and manuals, is restricted by DEF_TERMS. All other use is prohibited and no rights other than those provided in DEF_TERMS are conferred. DEF_SERVICES were developed fully at private expense.
5.1) Limitation of Liability:
PLAIN-ENGLISH: We're providing these services with the best of intentions. If we make a mistake, then we can't be held accountable for any losses you've incurred because of the mistake. We'll try to be as forgiving as possible with respect to your mistakes when using our services. We will also attempt to refund you for the services you've paid for, up to two months, depending on the severity of the mistake. Please make sure to let us know about any mistakes we've made as soon as possible.
PackageJS shall have no liability with respect to DEF_TERMS, DEF_SERVICES, DEF_DOCUMENTATION, or otherwise for any direct, indirect, incidental, special, consequential, or exemplary damages, including damages for losses of profits, goodwill, use, data or other intangible losses resulting in any way from DEF_TERMS, DEF_SERVICES, or DEF_DOCUMENTATION, even if PackageJS has been advised of the possibility of such damages.
In any event, PackageJS's liability to DEF_DEVELOPER under DEF_TERMS for any reason will not exceed the total amount actually paid by DEF_DEVELOPER and DEF_DEVELOPER's affiliates hereunder for the services giving rise to the liability in the two (2) months preceding the first incident out of which the liability arose.
The above limitations will apply whether an action is in contract or tort and regardless of the theory of liability. This limitation applies to all causes of action in the aggregate, including breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts. However, the above limitations will not limit DEF_DEVELOPER's payment obligations under Section 3.2 (Fees, Taxes, and Refunds), or either party's indemnification obligations under Section 5.3 (Indemnification).
5.2) Disclaimer of Warranties:
PLAIN-ENGLISH: Again, if we make a mistake, we'll refund or credit you, depending on the severity of the mistake, but we can't be held accountable for any externalities. We make NO guarantees for any beta services or free / free trial services we provide to you. You guarantee to us that you aren't violating your users' privacy (for instance, (A) by sending their social security numbers to our services, or (B) building an email list of their addresses without their permission, etc.).
We represent and warrant that DEF_SERVICES will perform materially in accordance with the applicable DEF_DOCUMENTATION. PackageJS's sole obligation, and DEF_DEVELOPER's sole and exclusive remedy, in the event of any failure by PackageJS to comply with this Section 5.2 (Disclaimer of Warranties) will be for PackageJS to, at PackageJS's option, re-perform the affected DEF_SERVICES or refund to DEF_DEVELOPER the fees DEF_DEVELOPER actually paid for the affected DEF_SERVICES.
Without limiting a party's express warranties and obligations hereunder, and except as expressly provided herein, DEF_SERVICES are provided "AS IS", and PackageJS makes no warranty of any kind, whether express, implied, statutory or otherwise, and PackageJS specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the fullest extent permitted by law.
PackageJS additionally disclaims all warranties related to DEF_THIRD_PARTY_SERVICE providers.
DEF_BETA_SERVICES provided as a free or paid trial, and DEF_SERVICES provided as a free trial, are provided "AS IS" and "AS AVAILABLE" without any warranty of any kind. PackageJS disclaims all obligation and liability under DEF_TERMS for any harm or damage arising out of or in connection with such services.
DEF_DEVELOPER represents and warrants that DEF_DEVELOPER has provided (and will continue to provide) adequate notices and have obtained (and will continue to obtain) the necessary permissions and consents to provide DEF_DEVELOPER's and DEF_DEVELOPER's DEF_END_USER(s)'s data to us for use and disclosure pursuant to Section 3.4 (Privacy Policy). Notwithstanding anything to the contrary in DEF_TERMS, PackageJS will not be liable and will have no obligation to indemnify DEF_DEVELOPER for data that DEF_DEVELOPER or DEF_DEVELOPER's DEF_END_USER(s)'s send to PackageJS.
5.3) Indemnification:
If anyone brings a claim, cause of action, or dispute against PackageJS related to DEF_DEVELOPER's DEF_APPLICATION(s), (DEF_INCLUDING the performance, non-performance or improper performance of DEF_DEVELOPER's DEF_APPLICATION(s)), DEF_DEVELOPER's or DEF_DEVELOPER's DEF_END_USER(s)'s use of DEF_SERVICES, DEF_DEVELOPER's data or use of data, DEF_DEVELOPER's DEF_END_USER(s)'s data or use of data, or DEF_DEVELOPER's or DEF_DEVELOPER's DEF_END_USER(s)'s actions in connection with DEF_SERVICES, DEF_DEVELOPER will indemnify and hold PackageJS harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to any such claim, cause of action, or dispute.
5.4) Force Majeure:
Except for payment obligations under DEF_TERMS, neither party will be liable for failure to perform, or inadequate performance, to the extent caused by a condition that was beyond the party's reasonable control, including, for example, an act of God, natural disaster, fire, flood, earthquake, theft, act of war, act of terrorism, riot, civil arrest, labor dispute, labor strike, governmental action, military authority, computer viruses, computer-related attacks, failure or delay of Internet-related services (DEF_INCLUDING electrical, bandwidth, networking, transmission, telecommunications), or disruption of other essential services. The party affected by such cause shall take all reasonable actions to minimize the consequences of any such cause.
Section 1 (Definitions)
Section 2.1 (Agreement)
Section 2.2 (Entire Agreement)
Section 2.3 (Order of Precedence)
Section 2.4 (No Waiver)
Section 2.5 (Severability)
Section 2.6 (Assignment)
Section 2.7 (Governing Law and Jurisdiction)
Section 2.8 (Agreement to Arbitrate)
Section 2.9 (Termination and Survival)
Section 2.10 (Changes to Terms)
Section 2.11 (Notices)
Section 3.1 (Use of Services)
Section 3.2 (Fees, Taxes, and Refunds)
Section 3.3 (Our Responsibilities)
Section 3.4 (Privacy Policy)
Section 3.5 (Acceptable Use Policy and Prohibited Usage)
Section 3.6 (Suspension)
Section 3.7 (Audit)
Section 3.8 (Changes to Services)
Section 4.1 (Independent Contractors)
Section 4.2 (Proprietary Rights)
Section 4.3 (Non-Exclusivity)
Section 4.4 (Third-Party Beneficiaries)
Section 4.5 (Confidentiality)
Section 4.6 (Compelled Disclosure)
Section 4.7 (Equitable Relief)
Section 4.8 (Competitive or Similar Materials)
Section 4.9 (Publicity)
Section 4.10 (Government Terms)
Section 5.1 (Limitation of Liability)
Section 5.2 (Disclaimer of Warranties)
Section 5.3 (Indemnification)
Section 5.4 (Force Majeure)
1) Definitions:
DEF_APPLICATION means a software application, mobile app, library, code, website, interface, or any other means DEF_DEVELOPER creates, builds, implements, designs, or utilizes, to access or interface with, or allows DEF_END_USER to access or interface with, DEF_SERVICES, using DEF_CREDENTIALS.
DEF_COMMUNITIES means all of our websites, DEF_INCLUDING packagejs.com and all subdomains, and online communities, DEF_INCLUDING social media profiles, social media pages, community forums, support forums, communication channels (DEF_INCLUDING Discord, Slack, Reddit), meetings, groups.
DEF_CONFIDENTIAL_INFORMATION means all information disclosed by a party to the other party, whether orally or in writing, that is designated as confidential, or, given the nature of the information and the circumstances of disclosure, should be understood to be confidential, DEF_INCLUDING pricing, business plans, marketing plans, technology, technical information, product plans, designs, and business processes disclosed by PackageJS in connection with DEF_TERMS. PackageJS's DEF_CONFIDENTIAL_INFORMATION DEF_INCLUDES the DEF_SERVICES, DEF_DOCUMENTATION, and any information disclosed in connection with provision of assistance regarding DEF_DEVELOPER's use of DEF_SERVICES; DEF_DEVELOPER's DEF_CONFIDENTIAL_INFORMATION is DEF_DEVELOPER's data, or DEF_DEVELOPER's DEF_END_USER(s)'s data.
DEF_CONTENT DEF_INCLUDES text, images, audio, code, and other materials submitted by DEF_DEVELOPER or DEF_END_USER to DEF_SERVICES.
DEF_CREDENTIALS means the credentials that allow DEF_DEVELOPER to make, handle, or proxy authenticated requests to DEF_SERVICES from DEF_APPLICATION or DEF_END_USER.
DEF_DEVELOPER means an individual, or an entity, or an individual representing an entity, DEF_INCLUDING application developers and website operators, that develops, owns or operates one or more DEF_APPLICATION(s) that accesses or uses DEF_SERVICES. Generally, within DEF_TERMS, DEF_DEVELOPER will refer to you, or if you are accepting DEF_TERMS on behalf of an entity, then DEF_DEVELOPER will refer to that entity.
DEF_DOCUMENTATION means user guides, guides, instruction manuals, manuals, code samples, on-line help files, and other technical reference documentation made publicly available by us for DEF_SERVICES that PackageJS makes available to DEF_DEVELOPER as updated by PackageJS from time to time.
DEF_END_USER means any person or entity other than DEF_DEVELOPER with whom DEF_DEVELOPER interacts using DEF_SERVICES, DEF_INCLUDING any person or entity being provided access to, submitting data to, or receiving data from DEF_SERVICES.
DEF_INCLUDE or DEF_INCLUDES or DEF_INCLUDING means "including without limitation" (i.e. "includes, but is not limited to", "includes, but are not limited to", "including, but not limited to").
DEF_SERVICES is the set of application programming interface (also known as APIs), software development kits (also known as SDKs), applications, software, tools, plugins, technology, documentation, features, websites, interfaces, services, text, images, code, audio, and other materials that enables DEF_DEVELOPER to develop functionality, retrieve data from PackageJS, or provide data to PackageJS, available via packagejs.com and any associated websites, third-party API marketplaces, products, or services offered by PackageJS. This also includes our services provided to DEF_DEVELOPER on a trial basis or otherwise free of charge.
DEF_BETA_SERVICES means DEF_SERVICES that are identified as alpha, beta, non-GA, limited release, developer preview, or any such similarly designated services, products, features, and documentation offered by PackageJS.
DEF_TAXES mean all applicable federal, state and local taxes, fees, charges, telecommunications provider (e.g., carrier) surcharges or other similar exactions, including, without limitation, sales and use taxes, communications service taxes, utility taxes or fees, excise taxes, VAT, GST, other license or business and occupations taxes, 911 taxes, franchise fees and universal service fund fees or taxes.
DEF_TERMS refers to this agreement, and our other terms and policies, DEF_INCLUDING our Acceptable Use Policy and DEF_DOCUMENTATION.
DEF_THIRD_PARTY_SERVICE refers to a variety of third party software and Non-PackageJS services, equipment and/or software of third parties where such equipment and/or software is not within the control of PackageJS.
DEF_UPDATES means bug fixes, changes, updates, upgrades, enhancements, modifications, new releases, and new versions of DEF_SERVICES.
UPPERCASE terms (formatted DEF_*) not otherwise defined herein have the meaning given in our other terms and policies, DEF_INCLUDING our Privacy Policy and our Acceptable Use Policy.
All of the following PLAIN-ENGLISH summaries are for convenience only and are not intended to control or affect the meaning or construction of any provisions of DEF_TERMS, and in the event of any conflict between the two, DEF_TERMS (excluding the PLAIN-ENGLISH summaries) wins, however, the arbitrator or court should endeavor to give effect to the intentions as reflected in the PLAIN-ENGLISH summaries, if applicable. The examples given in PLAIN-ENGLISH summaries are incredibly narrow (in an attempt to make the Section more easily understandable) and are not meant to limit the scope of the terms of the Section, especially with respect to any use of DEF_INCLUDE, DEF_INCLUDES, or DEF_INCLUDING.
2.1) Agreement:
Please review DEF_TERMS carefully. Once accepted, DEF_TERMS become a binding legal commitment between DEF_DEVELOPER and PackageJS. If DEF_DEVELOPER accesses DEF_SERVICES using a free trial, the applicable provisions of DEF_TERMS will also govern that free trial.
You hereby represent and warrant that you are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in DEF_TERMS, and to abide by and comply with DEF_TERMS. If you do not have the capacity to be bound by all of the provisions of DEF_TERMS, do not access or use DEF_SERVICES.
By accessing DEF_SERVICES, you are representing and warranting that, you are of the legal age of majority in your jurisdiction as is required to access DEF_SERVICES and enter into arrangements as provided by DEF_SERVICES. You further represent that you are otherwise legally permitted to use DEF_SERVICES in your jurisdiction, including interacting with DEF_SERVICES in any way. You further represent you are responsible for ensuring compliance with the laws of your jurisdiction and acknowledge that PackageJS is not liable for your compliance with such laws. If you are not legally permitted to use DEF_SERVICES or cannot ensure compliance with the laws of your jurisdiction, do not access or use DEF_SERVICES.
If you do not agree to be bound by all of the provisions of DEF_TERMS, do not access or use DEF_SERVICES.
If you are accepting DEF_TERMS on behalf of an entity, then you are agreeing to DEF_TERMS for that entity, and represent and warrant to PackageJS that you have the capacity, right, and authority to bind that entity and its affiliates to DEF_TERMS. If you do not have the capacity, right, or authority to bind that entity and its affiliates to DEF_TERMS, or that entity does not agree to be bound by all of the provisions of DEF_TERMS, do not access or use DEF_SERVICES.
By using DEF_SERVICES in any manner, you (as DEF_DEVELOPER on or behalf of an entity as DEF_DEVELOPER) acknowledge to have read and reviewed DEF_TERMS, and agree to be bound by DEF_TERMS to the exclusion of all other terms.
DEF_TERMS will start on the earlier of the date DEF_DEVELOPER accepts them or otherwise starts accessing or using DEF_SERVICES, and will continue until DEF_DEVELOPER stops accessing and using DEF_SERVICES.
IMPORTANT NOTE: DEF_TERMS limit our liability to DEF_DEVELOPER. For more details, go to Section 5.1 (Limitation of Liability).
IMPORTANT NOTE: Disputes related to DEF_TERMS or related to DEF_DEVELOPER'S use of DEF_SERVICES generally must be resolved by a dispute resolution process which may lead to binding arbitration. For more details, go to Section 2.8 (Agreement to Arbitrate).
2.2) Entire Agreement:
PLAIN-ENGLISH: This is the only contract we have; anything else we may have discussed that didn't make it into this contract doesn't apply to our agreement of this contract.
DEF_TERMS constitute the entire agreement between DEF_DEVELOPER and PackageJS with respect to DEF_SERVICES, and supersede all prior and contemporaneous agreements, proposals, statements, or representations, DEF_INCLUDING sales materials, presentations, and any prior version of DEF_TERMS, oral and written. No oral or written information or advice given by PackageJS, its agents, or employees will create a warranty or in any way increase the scope of the warranties or obligations under DEF_TERMS. Any purchase order document or similar document provided by DEF_DEVELOPER shall be construed solely as evidence of DEF_DEVELOPER's internal business processes, and the terms and conditions contained thereon shall be void and have no effect with regard to DEF_TERMS between DEF_DEVELOPER and PackageJS and be non-binding against PackageJS even if signed by PackageJS after the date DEF_DEVELOPER accepts DEF_TERMS.
2.3) Order of Precedence:
In the event of any conflict or inconsistency among the following, the order of precedence shall be: (1) the Terms of Service, (2) the Acceptable Use Policy, (3) the Privacy Policy, and (4) DEF_DOCUMENTATION.
2.4) No Waiver:
PLAIN-ENGLISH: Just because we don't act regarding a violation of DEF_TERMS immediately, doesn't mean that we can't and / or won't eventually act.
The failure or delay of PackageJS to exercise or enforce any right or provision of DEF_TERMS shall not constitute a waiver of such right or provision, or a waiver of any other right or provision of DEF_TERMS. If we do expressly waive any provision of DEF_TERMS, that does not mean it is waived for all time in the future.
2.5) Severability:
PLAIN-ENGLISH: Situations may arise that don't perfectly fit the rules in this contract. If that's the case, then that rule should be blue-penciled to make it reasonable, OR it should be eliminated if it's entirely unreasonable, OR if there's a reasonable way to interpret the rule given the PLAIN-ENGLISH summary or surrounding context then that should be applied instead, but no matter what, the whole contract or Section should not be nullified just because of the offending rule.
If any provision of DEF_TERMS is determined to be invalid, illegal, or unenforceable, it shall not affect the enforceability of any other provision of DEF_TERMS. Rather, the invalid, illegal, or unenforceable provision shall be limited, eliminated, or that the arbitrator or court should endeavor to give effect to the parties' intentions as reflected in the provision, to the minimum extent necessary so that DEF_TERMS shall otherwise remain in full force and effect and enforceable.
2.6) Assignment:
PLAIN-ENGLISH: These terms apply to "YOU and PackageJS" only. You can't reassign these terms to "SOMEONE ELSE and PackageJS" without our permission.
DEF_DEVELOPER will not assign or otherwise transfer DEF_TERMS, in whole or in part, without our prior written consent from PackageJS. Any unpermitted transfer by DEF_DEVELOPER, (DEF_INCLUDING assignment, delegation, acquisition, merger, change of control, or other forms of transfer), will be considered null and void. PackageJS may assign DEF_TERMS, in whole or in part, without consent. Subject to this Section 2.6 (Assignment), DEF_TERMS will be binding on both DEF_DEVELOPER and PackageJS, and each of our successors and assigns.
2.7) Governing Law and Jurisdiction:
DEF_TERMS and any disputes arising out of or related hereto shall be governed by and construed in accordance with the laws of the State of Florida, without regard to principles of conflicts of laws. DEF_TERMS will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. With respect to all disputes arising out of or related to DEF_TERMS, the parties consent to exclusive jurisdiction and venue in the state and Federal courts located in Jacksonville, Florida.
2.8) Agreement to Arbitrate:
Before bringing a formal legal case, please first try contacting us at legal@packagejs.com. Most disputes can be resolved that way.
If a dispute cannot be resolved through legal@packagejs.com, DEF_DEVELOPER or any of DEF_DEVELOPER's affiliates on one hand and PackageJS and any of PackageJS's affiliates on the other hand, all agree to resolve any dispute relating to DEF_TERMS or in relation to DEF_SERVICES by binding arbitration in Jacksonville, Florida.
This applies to all claims under any legal theory. It also applies even after DEF_DEVELOPER has stopped using DEF_SERVICES. If we have a dispute about whether this agreement to arbitrate can be enforced or applies to our dispute, we all agree that the arbitrator will decide that, too.
Pursuant to this Section 2.8 (Agreement to Arbitrate), DEF_DEVELOPER understands that DEF_DEVELOPER and its affiliates and PackageJS and its affiliates are giving up the right to have a judge and/or jury resolve any controversy or claim arising out of or relating to DEF_TERMS.
Prior to filing any arbitration, both parties jointly agree to seek to resolve any dispute between us by mediation conducted by the American Arbitration Association (AAA), with all mediator fees and expenses paid equally by the parties. If mediation is not successful, either party may initiate an arbitration proceeding with AAA. You can look at AAA's rules and procedures on their website http://www.adr.org or you can call them at 1-800-778-7879. The arbitration will be governed by the then-current version of AAA's Commercial Arbitration Rules (the "Rules") and will be held with a single arbitrator appointed in accordance with the Rules. To the extent anything described in this Section 2.8 (Agreement to Arbitrate) conflicts with the Rules, the language of this Section 2.8 (Agreement to Arbitrate) applies. Each of us will be entitled to get a copy of non-privileged relevant documents in the possession or control of the other party and to take a reasonable number of depositions. All such discovery will be in accordance with procedures approved by the arbitrator. This Section 2.8 (Agreement to Arbitrate) does not alter in any way the statute of limitations that would apply to any claims or counterclaims asserted by either party. The arbitrator's award will be based on the evidence admitted and the substantive law of the State of Florida and the United States, as applicable, and will contain an award for each issue and counterclaim. The award will provide in writing the factual findings and legal reasoning for such award. The arbitrator will not be entitled to modify DEF_TERMS. Except as provided in the Federal Arbitration Act, the arbitration award will be final and binding on the parties. Judgment may be entered in any court of competent jurisdiction.
2.9) Termination and Survival:
PLAIN-ENGLISH: Please don't violate this contract, and please don't stop paying for the services you use. If you do, then we'll have to terminate your access to the services and might have to delete your, and your customer's, data. We'll try to be reasonable, for instance, if you canceled your credit card or let it expire, and then you're a bit late on payments that month, we're okay with that, as long as you (A) don't make it a habit, and (B) immediately pay your outstanding balance. OR, if you accidentally program an infinite loop before you go to bed and the service runs all night, we may or may not just forgive that mistake depending on how much it costs, as long as you didn't do it on purpose, and don't continue to be reckless / careless (we do have safeguards to prevent that sort of thing under most circumstances though).
If PackageJS determines, in its sole discretion, that DEF_DEVELOPER is using DEF_SERVICES in a manner that violates DEF_TERMS or creates an excessive burden or potential adverse impact on PackageJS's systems, or the account is fifteen (15) days or more overdue (except with respect to charges then under reasonable and good faith dispute), in addition to any of its other rights or remedies, PackageJS may, without liability to PackageJS, terminate DEF_TERMS with respect to DEF_SERVICES provided to DEF_DEVELOPER. Upon termination, the rights and licenses granted to DEF_DEVELOPER hereunder shall terminate immediately. In the event of any termination or expiration of DEF_TERMS, DEF_DEVELOPER shall have no right to continue to access or use DEF_SERVICES.
PackageJS may make changes to DEF_TERMS from time to time. DEF_DEVELOPER may reject the changes by stopping DEF_DEVELOPER's use and access of DEF_SERVICES and immediately terminating DEF_TERMS upon written notice provided to PackageJS by email at legal@packagejs.com. Any use of DEF_SERVICES after the date on which the changes take effect shall be deemed acceptance of the updates to DEF_TERMS.
Upon termination of DEF_TERMS, DEF_DEVELOPER's payment obligations, and the terms of the following Sections will survive (i.e. still apply):
- Section 1 (Definitions)
- Section 2.1 (Agreement)
- Section 2.2 (Entire Agreement)
- Section 2.3 (Order of Precedence)
- Section 2.4 (No Waiver)
- Section 2.5 (Severability)
- Section 2.6 (Assignment)
- Section 2.7 (Governing Law and Jurisdiction)
- Section 2.8 (Agreement to Arbitrate)
- Section 2.9 (Termination and Survival)
- Section 3.2 (Fees, Taxes, and Refunds)
- Section 3.4 (Privacy Policy)
- Section 4.1 (Independent Contractors)
- Section 4.2 (Proprietary Rights)
- Section 4.3 (Non-Exclusivity)
- Section 4.4 (Third-Party Beneficiaries)
- Section 4.5 (Confidentiality)
- Section 4.6 (Compelled Disclosure)
- Section 4.7 (Equitable Relief)
- Section 4.8 (Competitive or Similar Materials)
- Section 4.10 (Government Terms)
- Section 5.1 (Limitation of Liability)
- Section 5.2 (Disclaimer of Warranties)
- Section 5.3 (Indemnification)
- Section 5.4 (Force Majeure)
2.10) Changes to Terms:
PLAIN-ENGLISH: We can change these terms at any time, especially if it's to comply with laws and / or regulations. If you keep using the service after these terms change, then we're to expect that you agree with the new terms. We'll try to notify you of any changes to the terms, but can't guarantee that you'll get that notification, especially if you provide us with a incorrect / outdated form of contact. If you don't agree with the new terms, then contact us immediately and immediately stop using the services.
PackageJS reserves the right, at its sole discretion, to modify or replace DEF_TERMS at any time. DEF_DEVELOPER shall be responsible for reviewing and becoming familiar with any such modifications or replacements. DEF_DEVELOPER's continued access or use of DEF_SERVICES on or after the effective date of the modifications to, or replacements of, DEF_TERMS constitutes DEF_DEVELOPER's acceptance of the modifications to, or replacements of, DEF_TERMS. If DEF_DEVELOPER does not agree to the modifications to, or replacements of, DEF_TERMS, DEF_DEVELOPER must stop using the DEF_SERVICES.
All changes to the Terms of Service will be posted at https://packagejs.com/db.posts/terms.
All changes to the Acceptable Use Policy will be posted at https://packagejs.com/db.posts/aup.
All changes to the Privacy Policy will be posted at https://packagejs.com/db.posts/privacy.
Generally, PackageJS will attempt to notify DEF_DEVELOPER by email if an email address is available (and functioning properly) fifteen (15) days prior to significant changes to DEF_TERMS. No guarantees of notification are made by PackageJS to DEF_DEVELOPER if an email address was not provided by DEF_DEVELOPER to PackageJS, or if the email address provided by DEF_DEVELOPER to PackageJS is incorrect, or not reachable, DEF_INCLUDING an invalid address, unassigned mailbox, uncatchable username, blacklisted IP address or domain, filtered, sent to spam, or temporarily out of service.
2.11) Notices:
After DEF_DEVELOPER agrees to DEF_TERMS, any written notice, request, or communications from PackageJS to DEF_DEVELOPER may be provided via email or mail (for example, to the email address or mailing address DEF_DEVELOPER provided to PackageJS). DEF_DEVELOPER will keep DEF_DEVELOPER's contact information current, including name, business name, and email. If DEF_DEVELOPER's information is not kept current, DEF_DEVELOPER's suspension or termination of access may occur without prior notice, see Section 3.6 (Suspension).
All notices, permissions, and approvals shall be in writing and shall be deemed to have been given upon (A) personal delivery; (B) the second business day after mailing; or (C) the day of sending by email (except that email shall not be sufficient for notices of termination or an indemnifiable claim ("Legal Notice")).
Legal Notices to PackageJS should be addressed to legal@packagejs.email.
3.1) Use of Services:
PLAIN-ENGLISH: We're here to provide you with tools to make applications. You're here to use those tools, and pay us for your usage (especially if we have to pay someone else for your usage). You also have to pay if someone else uses your account (unless we choose to forgive the specific occurrence). If any of the user's of your applications violate these terms, then let us know immediately so that we don't suspend your access, but can work with you to either (A) prevent such abuse, or (B) ensure that that user has been banned from using your services (so that we don't have to suspend access). ALSO, we're in the U.S., so, unfortunately, you can't use our tools, or let any of your users use our tools, if you, or those users, are in a country that isn't currently on good terms with the U.S. If you break these terms, then we can suspend or terminate your applications, account, access, or data.
DEF_DEVELOPER may use the DEF_SERVICES, on a non-exclusive basis, solely to: (A) use DEF_DOCUMENTATION and DEF_SERVICES as needed to develop DEF_APPLICATION(s); (B) use and make the DEF_SERVICES available to DEF_END_USER(s) in connection with the use of each DEF_APPLICATION in accordance with DEF_TERMS; and (C) use DEF_SERVICES solely in connection with and as necessary for DEF_DEVELOPER activities pursuant to DEF_TERMS.
DEF_DEVELOPER is solely responsible, DEF_INCLUDING legally and financially, for all use (whether or not authorized) of DEF_SERVICES under DEF_DEVELOPER's account(s), any subaccount(s), or using DEF_DEVELOPER's DEF_CREDENTIALS.
If DEF_DEVELOPER becomes aware of any violation of the terms of Section 3.5 (Acceptable Use Policy and Prohibited Usage) by its DEF_END_USER(s), DEF_DEVELOPER shall immediately terminate such DEF_END_USER's account access.
DEF_SERVICES and DEF_DOCUMENTATION may be subject to export laws and regulations of the United States and other jurisdictions, and any use or transfer of DEF_SERVICES and DEF_DOCUMENTATION must be permitted under these laws and regulations. Each party represents that it is not named on any U.S. government denied-party list. DEF_DEVELOPER shall not enable use of DEF_SERVICES in a U.S.-embargoed country (currently Cuba, Iran, North Korea, Sudan, Crimea – Region of Ukraine, or Syria) or in violation of any U.S. export law or regulation.
If DEF_DEVELOPER fails to comply with DEF_TERMS, we may suspend or terminate DEF_DEVELOPER's DEF_APPLICATION(s), account, or access, as described in Section 3.6 (Suspension).
3.2) Fees, Taxes, and Refunds:
PLAIN-ENGLISH: You have to pay for the services you use, and pay the applicable taxes. If your use of our services gets us fined by a service we use, or by a government agency, etc. then you have to pay for those fines. If you are disputing any bills or items of any bills, then you have to let us know in writing within 15 days after the bill's due date (otherwise, we might suspend or terminate your applications / access / account). We'll definitely try to work with you, first, before suspending or terminating your applications / access / account. If you decide to cancel your account, then we'll give you a prorated refund, unless part of "unused" portion was used by us to pay a non-refundable reservation to another service for your intended use. If your account is suspended or terminated, then you still owe us for the resources you've consumed, and if your account is suspended (but we keep your services running to prevent you from having a crisis with your users) then you have to pay for that use of our services.
DEF_DEVELOPER agrees to pay fees in accordance with the rates listed at https://packagejs.com/db.posts/pricing. DEF_DEVELOPER shall be responsible for and shall pay all DEF_TAXES imposed on or with respect to DEF_SERVICES that are the subject of DEF_TERMS. DEF_DEVELOPER will provide accurate and updated billing contact information. All fees payable under DEF_TERMS shall be made in U.S. Dollars by credit card. DEF_DEVELOPER is responsible for ensuring that DEF_DEVELOPER has a sufficient positive credit card balance to cover all fees due. If, for any reason, DEF_DEVELOPER fails to make a payment, then we reserve the right to suspend DEF_SERVICES to DEF_DEVELOPER and all of DEF_DEVELOPER's DEF_APPLICATION(s) and DEF_DEVELOPER's DEF_END_USER(s). DEF_DEVELOPER's payments of fees are neither (A) contingent on the delivery of any future functionality or features nor (B) dependent on statements not set forth in DEF_TERMS.
Additionally, we will charge DEF_DEVELOPER, and DEF_DEVELOPER shall pay, in accordance with Section 3.2 (Fees, Taxes, and Refunds), any and all additional costs, fines, or penalties we incur from a governmental body, regulatory body, or DEF_THIRD_PARTY_SERVICE, (DEF_INCLUDING telecommunication providers, and cloud hosting services), as a result of DEF_DEVELOPER's use of DEF_SERVICES.
If DEF_DEVELOPER is disputing any fees or DEF_TAXES, DEF_DEVELOPER must act reasonably and in good faith and DEF_DEVELOPER must cooperate diligently with PackageJS to resolve the dispute. DEF_DEVELOPER must notify us in writing if DEF_DEVELOPER disputes any portion of any fees paid or payable by DEF_DEVELOPER pursuant to DEF_TERMS. DEF_DEVELOPER must provide that written notice to us at billing@packagejs.com within fifteen (15) days of the date we bill DEF_DEVELOPER for the charge DEF_DEVELOPER wants to dispute, and we will work together with DEF_DEVELOPER to resolve the dispute promptly.
If DEF_DEVELOPER terminates DEF_TERMS in accordance with Section 3.6 (Suspension), PackageJS will refund any prepaid fees covering the remainder of the term after the effective date of termination, minus any non-refundable fees incurred by PackageJS for the reservation DEF_THIRD_PARTY_SERVICE(s) with relation DEF_SERVICES used by DEF_DEVELOPER's DEF_APPLICATION(s). If DEF_TERMS is terminated by PackageJS in accordance with Section 3.6 (Suspension), DEF_DEVELOPER will pay any unpaid fees covering the remainder of the term. In no event will termination relieve DEF_DEVELOPER of its obligation to pay any fees payable for the period prior to the effective date of termination. If DEF_DEVELOPER terminates without cause prior to the end of the then current term, DEF_DEVELOPER shall be immediately liable for the balance of the fees for the remainder of the term.
3.3) Our Responsibilities:
PLAIN-ENGLISH: We're going to do our best to make sure that the services you use are available when you need them (unless laws, regulations, or governments prevent us from doing so). If you're a paying customer, then we'll do our best to provide you with timely and incredibly helpful support. If you aren't a paying customer, or you're trying a beta service, then we make no guarantees, BUT we'll still try our best to provide you with timely and incredibly helpful support. HOWEVER, we absolutely cannot guarantee that any third-party services we use will ever be as helpful.
PackageJS will comply with all laws and governmental regulations applicable to DEF_SERVICES.
PackageJS shall use commercially reasonable efforts to provide support for the DEF_SERVICES to DEF_DEVELOPER, DEF_INCLUDING by email, or online forums. PackageJS shall have no obligation to provide support to DEF_DEVELOPER during a free trial period. PackageJS shall have no obligation to provide support to DEF_DEVELOPER's DEF_END_USER(s).
PackageJS may discontinue the DEF_BETA_SERVICES at any time in its sole discretion. PackageJS makes no representations or warranties that DEF_BETA_SERVICES will function. PackageJS will have no liability for any harm or damage arising out of or in connection with DEF_BETA_SERVICES. DEF_BETA_SERVICES may not work in the same way as a final version. PackageJS may change or not release a final or commercial version of DEF_BETA_SERVICES in our sole discretion.
No endorsement of or participation by any DEF_THIRD_PARTY_SERVICE should be inferred due to any reference to that DEF_THIRD_PARTY_SERVICE or inclusion of data relating to that DEF_THIRD_PARTY_SERVICE in connection with DEF_SERVICES. DEF_SERVICES may allow DEF_DEVELOPER's DEF_END_USER(s) to interface with DEF_THIRD_PARTY_SERVICE(s). PackageJS is not responsible for the operation or functionality of such DEF_THIRD_PARTY_SERVICE(s) or for the operation or functionality of the DEF_DEVELOPER's DEF_APPLICATION(s) with respect to DEF_THIRD_PARTY_SERVICE(s). Any exchange of DEF_DEVELOPER's or DEF_DEVELOPER's DEF_END_USER(s) data or other information between DEF_DEVELOPER's DEF_END_USER(s) and any DEF_THIRD_PARTY_SERVICE(s) are solely between DEF_DEVELOPER, its DEF_END_USER(s), and the applicable DEF_THIRD_PARTY_SERVICE(s). While PackageJS may, in its sole discretion, configure the DEF_SERVICES to interoperate with various DEF_THIRD_PARTY_SERVICE(s), (i) PackageJS cannot and does not guarantee that the DEF_SERVICES shall interoperate (or continue to interoperate) with any particular DEF_THIRD_PARTY_SERVICE(s) or with the DEF_DEVELOPER's DEF_APPLICATION(s), and (ii) PackageJS's obligations described in DEF_TERMS shall not extend to any DEF_THIRD_PARTY_SERVICE(s) or to the DEF_DEVELOPER's DEF_APPLICATION(s) or to DEF_DEVELOPER's DEF_END_USER(s).
3.4) Privacy Policy:
PLAIN-ENGLISH: Respect your users and realize that they value their privacy. Building personalized tools is cool; most people are happy with that as long as they know what information of theirs is being used to build that tool. What people generally aren't happy with is anyone being sneaky about what information they're collecting and then selling. If you want to use our tools to make applications, then don't be sneaky. That said, it's okay if the people selling you their data know what data they're selling you, and they agree to selling it to you and/or explicitly allowing you to resell it.
DEF_SERVICES will comply with the Privacy Policy at https://packagejs.com/db.posts/privacy, which may be updated from time to time.
DEF_DEVELOPER shall be responsible for protecting the privacy and legal rights of the DEF_END_USER(s) of the DEF_APPLICATION(s). DEF_DEVELOPER shall provide legally adequate privacy notices and data protection for its DEF_END_USER(s). If DEF_END_USER(s) provide DEF_DEVELOPER with user names, passwords, or other login information or personal information, DEF_DEVELOPER shall provide notice to such DEF_END_USER(s) that the information will be made available to PackageJS.
If DEF_DEVELOPER uses DEF_SERVICES to DEF_DEVELOPER's DEF_END_USER(s)'s data, DEF_DEVELOPER will provide and comply with a publicly available and easily accessible privacy policy. DEF_DEVELOPER may only process DEF_DEVELOPER's DEF_END_USER(s)'s data as clearly described in DEF_DEVELOPER's privacy policy and in accordance with all applicable law and regulations, and DEF_TERMS. DEF_DEVELOPER's privacy policy will not supersede, modify, or be inconsistent with DEF_TERMS.
3.5) Acceptable Use Policy and Prohibited Usage:
PLAIN-ENGLISH: This is a non-comprehensive list, and we'll add to it frequently. Really, don't do any of this stuff. If you like using our tools and are making a living using our tools, then others probably are too. If you do something that ruins their ability to enjoy our tools or disrupts their livelihoods, then they'll probably be as upset as you would be. Have empathy.
DEF_DEVELOPER and all of DEF_DEVELOPER's DEF_APPLICATION(s) will comply with the Acceptable Use Policy at https://packagejs.com/db.posts/aup, which may be updated from time to time.
3.6) Suspension:
PLAIN-ENGLISH: We may have to suspend your access to our services. If you do, then we don't owe you for damages. We will try to work with you before suspending your access, and will also try our best to continue to provide you access to the other portions of our services that you're using (that don't need to be affected by the suspension) that might help your applications remain operational.
In addition to suspension of DEF_SERVICES for non-payment of fees as described in Section 3.2 (Fees, Taxes, and Refunds), we may also suspend DEF_SERVICES immediately upon notice for cause if: (A) DEF_DEVELOPER violates (or give us reason to believe DEF_DEVELOPER has violated) any provision of DEF_TERMS; (B) there is reason to believe the traffic created from DEF_DEVELOPER's use of DEF_SERVICES or DEF_DEVELOPER's use of DEF_SERVICES is fraudulent or negatively impacting the operating capability of DEF_SERVICES; (C) we determine, in our sole discretion, that providing DEF_SERVICES is prohibited by applicable law, or it has become impractical or unfeasible for any legal or regulatory reason to provide DEF_SERVICES; or (D) subject to applicable law, upon DEF_DEVELOPER's liquidation, commencement of dissolution proceedings, disposal of DEF_DEVELOPER's assets or change of control, a failure to continue business, assignment for the benefit of creditors, or if DEF_DEVELOPER becomes the subject of bankruptcy or similar proceeding, or (E) there is any use of DEF_SERVICES by DEF_DEVELOPER or DEF_DEVELOPER's DEF_END_USER(s) that in PackageJS's judgment threatens the security, integrity or availability of DEF_SERVICES. However, PackageJS will use commercially reasonable efforts under the circumstances to (x) provide DEF_DEVELOPER with notice and an opportunity to remedy such violation or threat prior to any such suspension; (y) where practicable limit the suspension based on the circumstances leading to the suspension (e.g., to certain sub-accounts or other subset of traffic); and (z) remove the suspension as quickly as reasonably practicable after the circumstances leading to the suspension have been resolved.
If DEF_DEVELOPER's information is not kept current, and an issue arises DEF_INCLUDING DEF_DEVELOPER's DEF_END_USER(s)'s reporting a privacy violation, DEF_DEVELOPER's access to DEF_SERVICES may be suspended or terminated without any prior notice given to DEF_DEVELOPER.
If we suspend DEF_SERVICES, then we will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that DEF_DEVELOPER or DEF_DEVELOPER's DEF_END_USER(s) may incur in connection with any such suspension.
3.7) Audit:
PLAIN-ENGLISH: If we think you're doing something to violate these terms, especially your users' privacy, then we have the right to audit your applications to determine the presence of any violations.
PackageJS shall have the right to audit, or to appoint an independent auditor under appropriate non-disclosure conditions to audit DEF_DEVELOPER's DEF_APPLICATION(s), systems, and records, to confirm DEF_DEVELOPER's compliance with DEF_TERMS, DEF_INCLUDING DEF_DEVELOPER's compliance with PackageJS's requests and requests from DEF_DEVELOPER's DEF_END_USER(s), as applicable, to delete DEF_DEVELOPER's DEF_END_USER(s) data obtained through the DEF_SERVICES. If requested, DEF_DEVELOPER must provide us with proof that DEF_DEVELOPER's DEF_APPLICATION(s) complies with DEF_TERMS.
3.8) Changes to Services:
PLAIN-ENGLISH: Updates to our services can happen at any time and might be "breaking changes", and, unfortunately, might have to be examined by you immediately to make sure that your applications don't break (at your own cost). However, we'll generally try to give you a 30 day warning before pushing a breaking update or discontinuing a service, unless we're complying with a legal action or government order, or fixing a security vulnerability. We can't guarantee that you'll get any notifications, especially if you don't keep your contact information valid and up to date.
PackageJS reserves the right to require DEF_DEVELOPER to install or update any and all software to continue using the DEF_SERVICES. DEF_DEVELOPER acknowledges that PackageJS may make DEF_UPDATES to DEF_SERVICES from time to time, and at its sole discretion. DEF_DEVELOPER must implement and use the most current version of the DEF_SERVICES and to make any changes to DEF_DEVELOPER's DEF_APPLICATION(s) that are required as a result of DEF_UPDATES, at DEF_DEVELOPER's sole cost and expense. DEF_UPDATES may adversely affect the manner in which DEF_APPLICATION(s) access or communicate with DEF_SERVICES.
We may change or discontinue the availability of some or all of DEF_SERVICES at any time for any reason with or without notice. DEF_UPDATES may DEF_INCLUDE removal of features, or the requirements of fees for previously free features. We may also impose limits on certain DEF_SERVICES, or restrict DEF_DEVELOPER's access to some or all of the DEF_SERVICES. DEF_DEVELOPER's continued use of the DEF_SERVICES following a subsequent release will be deemed DEF_DEVELOPER's acceptance of DEF_UPDATES.
Generally, PackageJS will attempt to notify DEF_DEVELOPER by email if an email address is available (and functioning properly) up to thirty (30) days prior to significant DEF_UPDATES to DEF_SERVICES. No guarantees of notification are made by PackageJS to DEF_DEVELOPER if an email address was not provided by DEF_DEVELOPER to PackageJS, or if the email address provided by DEF_DEVELOPER to PackageJS is incorrect, or not reachable, DEF_INCLUDING an invalid address, unassigned mailbox, uncatchable username, blacklisted IP address or domain, filtered, sent to spam, or temporarily out of service.
4.1) Independent Contractors:
PLAIN-ENGLISH: You are simply paying us to use our services, nothing more. You can't make promises or agreements with anyone on behalf of us. You also ensure that you haven't been illegally bribed to use our services.
The parties to DEF_TERMS are independent contractors. DEF_TERMS does not create a franchise, joint venture, agency, fiduciary, or partnership relationship between the parties. Nothing herein shall constitute either party as the employer, employee, agent, or representative of the other party for any purpose.
DEF_DEVELOPER and PackageJS will be solely responsible for all of our respective employees and agents and our respective labor costs and expenses arising in connection with our respective employees and agents. DEF_DEVELOPER and PackageJS will also be solely responsible for any and all claims, liabilities or damages or debts of any type that may arise on account of each of our respective activities, or those of each of our respective employees or agents, in the performance of DEF_TERMS.
Neither DEF_DEVELOPER nor PackageJS has the authority to commit the other of us in any way and will not attempt to do so or imply that it has the right to do so. Neither party shall have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or otherwise bind, the other party.
DEF_DEVELOPER has not received or been offered any bribe, kickback, illegal or improper payment, gift, or thing of value from any PackageJS personnel or agents in connection with DEF_TERMS, other than reasonable gifts and entertainment provided in the ordinary course of business. If DEF_DEVELOPER becomes aware of any violation of the above restriction, DEF_DEVELOPER will promptly notify PackageJS at legal@packagejs.email.
4.2) Proprietary Rights:
PLAIN-ENGLISH: Our software and intellectual property is ours, your software and intellectual property is yours. If you use our software to build your software, our software doesn't, then, become your software in any way. The data you get from our services is not yours to resell in any way (do not use our services to scrape our data and then build an app providing the scraped data). The data your software adds to our services is both of ours, but only ours in the sense that we can use it internally (not to resell / repackage in its raw form). For instance, if we provide an identity management service, your end users' login activity might be used in a machine learning model we then use to detect suspicious login activity, but we will not sell your end users' email addresses to a third-party advertising company.
DEF_SERVICES, DEF_DOCUMENTATION, and any additional intellectual or other property used by or on behalf of PackageJS or otherwise related to DEF_SERVICES, together with, DEF_INCLUDING, copyrights, trademarks, patents, trade secrets, and any other proprietary rights inherent therein and related thereto will be and remain the sole and exclusive property of PackageJS.
PackageJS does not acquire ownership in DEF_DEVELOPER's DEF_APPLICATION(s), DEF_DEVELOPER does not acquire ownership in DEF_SERVICES or the data that is accessed through DEF_SERVICES.
PackageJS shall have the right to host, copy, transmit, display, process, and access the DEF_DEVELOPER's and DEF_DEVELOPER's DEF_END_USER(s)'s data solely as necessary for PackageJS to provide DEF_SERVICES in accordance with DEF_TERMS.
4.3) Non-Exclusivity:
PLAIN-ENGLISH: Again, you are simply paying us to use our services. Other people can also pay us to use the same services. You can use others' services as well.
Nothing in DEF_TERMS is intended to create, nor shall it be construed as creating, any exclusive arrangement between the parties to DEF_TERMS. DEF_TERMS shall not restrict either party from entering into similar arrangements with others, provided it does not breach its obligations under DEF_TERMS by doing so, including any confidentiality obligations.
Subject to DEF_DEVELOPER's compliance with DEF_TERMS, PackageJS grants DEF_DEVELOPER a non-exclusive, limited, revocable, worldwide, non-sublicensable, and non-transferable license to use, access, and integrate with DEF_SERVICES solely in connection with developing, implementing and distributing DEF_DEVELOPER's DEF_APPLICATION(s) that interoperates or integrates with DEF_SERVICES, and solely in the manner described in DEF_TERMS and DEF_DOCUMENTATION.
4.4) Third-Party Beneficiaries:
PLAIN-ENGLISH: This contract is just between "YOU" and "PackageJS".
There are no third-party beneficiaries under DEF_TERMS.
4.5) Confidentiality:
PLAIN-ENGLISH: If we tell you details about a service that have not been released to the public, (such as information about a beta release of a service), or provided, to you, a quote that is otherwise not available to the public (such as bulk access pricing), you cannot, then, tell anyone that information outside of your own business. Also, if we give you access to something private, such as a dashboard, or a beta service, you cannot then allow someone else to access that dashboard or beta service unless they work for your company.
Except as provided in Section 4.6 (Compelled Disclosure) DEF_DEVELOPER shall not disclose or otherwise make available any DEF_CONFIDENTIAL_INFORMATION of PackageJS to anyone except those of its employees, directors, attorneys, agents and consultants who: (A) need to know the DEF_CONFIDENTIAL_INFORMATION in connection with the purpose of DEF_TERMS and (B) who have previously agreed to be bound by confidentiality obligations no less stringent than those in DEF_TERMS. Each party shall (A) safeguard all DEF_CONFIDENTIAL_INFORMATION of the other party with at least the same degree of care (but no less than reasonable care) as it uses to safeguard its own confidential information and (B) not use any DEF_CONFIDENTIAL_INFORMATION of the other party for any purpose outside the scope of DEF_TERMS.
4.6) Compelled Disclosure:
PLAIN-ENGLISH: For legal reasons or to comply with authorities, if we have to talk about your private information, or if you have to talk about our private information, then we / you can provide the private information to such authorities, and will give each other notification about the compliance if we're allowed to by law.
PackageJS may disclose DEF_CONFIDENTIAL_INFORMATION if so required pursuant to a regulation, law, or court order. We will give DEF_DEVELOPER notice of the compelled disclosure (to the extent legally permitted).
DEF_DEVELOPER will cover our reasonable legal fees for preparation of witnesses, deposition, and testimony to the extent such compelled disclosure is in connection with a lawsuit or legal proceeding to which DEF_DEVELOPER is a party, or to the extent fees are incurred in connection with reasonable assistance we provide to DEF_DEVELOPER in connection with DEF_DEVELOPER's efforts to contest disclosure.
4.7) Equitable Relief:
PLAIN-ENGLISH: If we tell you about the features of a new app we're working on, and then you tell someone else about those features, who then does anything to cause us to lose profits (building those features into their own app, telling someone else who does, or publishes an article about the features, etc.), we'll have to be compensated for the loss. For example, if we took our time to build and test some new features properly, everyone would benefit greatly, but if, instead, someone else heard about those features, rushed to get them out before us, and subsequently did a poor job, they might actually ruin anyone else's ability to promote such features positively, and ultimately make everyone's life worse off.
The parties agree that a material breach of DEF_TERMS adversely affecting PackageJS with respect to DEF_CONFIDENTIAL_INFORMATION may cause irreparable injury to PackageJS and/or its licensors for which monetary damages would not be an adequate remedy and PackageJS shall be entitled to equitable relief (without a requirement to post a bond) in addition to any remedies it may have hereunder or at law.
4.8) Competitive or Similar Materials:
PLAIN-ENGLISH: We have a strategy for this company that stretches out a few decades. If we haven't publicly released a tool, yet, that doesn't mean that tool hasn't already been built by us for internal use, nor does it mean that we weren't already intending on / crafting plans to build it. If that's the case, then we have the right to build it, even if you're currently working on, or have already built, a similar tool / application that uses DEF_SERVICES.
Nothing in DEF_TERMS will be interpreted as a representation or agreement that we will not develop or have not developed DEF_SERVICES that are similar to DEF_DEVELOPER's DEF_APPLICATION(s) or compete with DEF_DEVELOPER's DEF_APPLICATION(s). PackageJS is not precluded from discussing, reviewing, developing for itself, having developed, acquiring, licensing, or developing for or by third parties, as well as marketing and distributing materials, products or services which are competitive with DEF_DEVELOPER's products or services, including any DEF_APPLICATION(s), regardless of their similarity to DEF_DEVELOPER's products or services.
We welcome suggestions about and contributions to DEF_SERVICES and DEF_DOCUMENTATION. But please know that by submitting suggestions and contributions DEF_DEVELOPER agrees that: (A) we are not under any obligation of confidentiality with respect to DEF_DEVELOPER's suggestions or contributions; (B) we may use or disclose (or choose not to use or disclose) DEF_DEVELOPER's suggestions or contributions for any purpose and in any way; (C) we own DEF_DEVELOPER's suggestions and contributions; and (D) DEF_DEVELOPER is not entitled to any compensation or reimbursement of any kind from us under any circumstances for DEF_DEVELOPER's suggestions or contributions.
4.9) Publicity:
PLAIN-ENGLISH: If you use our services, then we can promote that you are a customer. We'll typically try to ask first.
DEF_DEVELOPER consents to PackageJS's use of DEF_DEVELOPER's name and logo and general description of DEF_DEVELOPER's relationship with PackageJS in press releases and other marketing materials and appearances. DEF_DEVELOPER further permits PackageJS to use it as a reference account for marketing purposes and agrees, from time to time, to support PackageJS by participating in reference phone call(s) and other marketing events including with press, analysts, and PackageJS's existing or potential investors or customers upon reasonable request by PackageJS.
4.10) Government Terms:
We provide the DEF_SERVICES, DEF_INCLUDING related software and technology, for ultimate federal government end use solely in accordance with DEF_TERMS. If DEF_DEVELOPER (or any of DEF_DEVELOPER's DEF_END_USER(s)) are an agency, department, or other entity of any government, the use, duplication, reproduction, release, modification, disclosure, or transfer of DEF_SERVICES, or any related documentation of any kind, DEF_INCLUDING technical data, software, and manuals, is restricted by DEF_TERMS. All other use is prohibited and no rights other than those provided in DEF_TERMS are conferred. DEF_SERVICES were developed fully at private expense.
5.1) Limitation of Liability:
PLAIN-ENGLISH: We're providing these services with the best of intentions. If we make a mistake, then we can't be held accountable for any losses you've incurred because of the mistake. We'll try to be as forgiving as possible with respect to your mistakes when using our services. We will also attempt to refund you for the services you've paid for, up to two months, depending on the severity of the mistake. Please make sure to let us know about any mistakes we've made as soon as possible.
PackageJS shall have no liability with respect to DEF_TERMS, DEF_SERVICES, DEF_DOCUMENTATION, or otherwise for any direct, indirect, incidental, special, consequential, or exemplary damages, including damages for losses of profits, goodwill, use, data or other intangible losses resulting in any way from DEF_TERMS, DEF_SERVICES, or DEF_DOCUMENTATION, even if PackageJS has been advised of the possibility of such damages.
In any event, PackageJS's liability to DEF_DEVELOPER under DEF_TERMS for any reason will not exceed the total amount actually paid by DEF_DEVELOPER and DEF_DEVELOPER's affiliates hereunder for the services giving rise to the liability in the two (2) months preceding the first incident out of which the liability arose.
The above limitations will apply whether an action is in contract or tort and regardless of the theory of liability. This limitation applies to all causes of action in the aggregate, including breach of contract, breach of warranty, negligence, strict liability, misrepresentations, and other torts. However, the above limitations will not limit DEF_DEVELOPER's payment obligations under Section 3.2 (Fees, Taxes, and Refunds), or either party's indemnification obligations under Section 5.3 (Indemnification).
5.2) Disclaimer of Warranties:
PLAIN-ENGLISH: Again, if we make a mistake, we'll refund or credit you, depending on the severity of the mistake, but we can't be held accountable for any externalities. We make NO guarantees for any beta services or free / free trial services we provide to you. You guarantee to us that you aren't violating your users' privacy (for instance, (A) by sending their social security numbers to our services, or (B) building an email list of their addresses without their permission, etc.).
We represent and warrant that DEF_SERVICES will perform materially in accordance with the applicable DEF_DOCUMENTATION. PackageJS's sole obligation, and DEF_DEVELOPER's sole and exclusive remedy, in the event of any failure by PackageJS to comply with this Section 5.2 (Disclaimer of Warranties) will be for PackageJS to, at PackageJS's option, re-perform the affected DEF_SERVICES or refund to DEF_DEVELOPER the fees DEF_DEVELOPER actually paid for the affected DEF_SERVICES.
Without limiting a party's express warranties and obligations hereunder, and except as expressly provided herein, DEF_SERVICES are provided "AS IS", and PackageJS makes no warranty of any kind, whether express, implied, statutory or otherwise, and PackageJS specifically disclaims all implied warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, to the fullest extent permitted by law.
PackageJS additionally disclaims all warranties related to DEF_THIRD_PARTY_SERVICE providers.
DEF_BETA_SERVICES provided as a free or paid trial, and DEF_SERVICES provided as a free trial, are provided "AS IS" and "AS AVAILABLE" without any warranty of any kind. PackageJS disclaims all obligation and liability under DEF_TERMS for any harm or damage arising out of or in connection with such services.
DEF_DEVELOPER represents and warrants that DEF_DEVELOPER has provided (and will continue to provide) adequate notices and have obtained (and will continue to obtain) the necessary permissions and consents to provide DEF_DEVELOPER's and DEF_DEVELOPER's DEF_END_USER(s)'s data to us for use and disclosure pursuant to Section 3.4 (Privacy Policy). Notwithstanding anything to the contrary in DEF_TERMS, PackageJS will not be liable and will have no obligation to indemnify DEF_DEVELOPER for data that DEF_DEVELOPER or DEF_DEVELOPER's DEF_END_USER(s)'s send to PackageJS.
5.3) Indemnification:
If anyone brings a claim, cause of action, or dispute against PackageJS related to DEF_DEVELOPER's DEF_APPLICATION(s), (DEF_INCLUDING the performance, non-performance or improper performance of DEF_DEVELOPER's DEF_APPLICATION(s)), DEF_DEVELOPER's or DEF_DEVELOPER's DEF_END_USER(s)'s use of DEF_SERVICES, DEF_DEVELOPER's data or use of data, DEF_DEVELOPER's DEF_END_USER(s)'s data or use of data, or DEF_DEVELOPER's or DEF_DEVELOPER's DEF_END_USER(s)'s actions in connection with DEF_SERVICES, DEF_DEVELOPER will indemnify and hold PackageJS harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) related to any such claim, cause of action, or dispute.
5.4) Force Majeure:
Except for payment obligations under DEF_TERMS, neither party will be liable for failure to perform, or inadequate performance, to the extent caused by a condition that was beyond the party's reasonable control, including, for example, an act of God, natural disaster, fire, flood, earthquake, theft, act of war, act of terrorism, riot, civil arrest, labor dispute, labor strike, governmental action, military authority, computer viruses, computer-related attacks, failure or delay of Internet-related services (DEF_INCLUDING electrical, bandwidth, networking, transmission, telecommunications), or disruption of other essential services. The party affected by such cause shall take all reasonable actions to minimize the consequences of any such cause.