TEXT ENGINE
API LICENSE AGREEMENT
FOR COMMERCIAL USE

IMPORTANT – READ CAREFULLY:  THIS API LICENSE AGREEMENT (“AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU (IN YOUR CAPACITY AS AN INDIVIDUAL AND AS AN AGENT FOR YOUR COMPANY, INSTITUTION OR OTHER ENTITY) (COLLECTIVELY, “YOU OR “LICENSEE”) AND GNOSIS MEDIA GROUP.  DOWNLOADING, INSTALLING, USING, OR COPYING OF THE API BY YOU OR BY A THIRD PARTY ON YOUR BEHALF INDICATES YOUR AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT.  IF YOU DO NOT AGREE TO THESE TERMS AND CONDITIONS, DO NOT DOWNLOAD, INSTALL OR USE THE API.

1. LICENSE GRANT. Gnosis Media Group grants you, and you hereby accept, a non-exclusive, non-transferable, monthly license to use the Text Engine API on computer systems now or in the future owned or leased by you, subject to the following terms and conditions:

(a)  You may use the API solely for internal, personal or commercial use;

(b)  The API may be used on computers owned or leased by you on your premises; you may not transfer a copy of the API to any third party, nor may you allow the API to be accessed over a network or the internet in a manner that would allow users to access the API who are not employed by you, without the prior written consent of Gnosis Media Group;

(c)  You may not rent, lease, loan, sublicense, or distribute the API or any derivative work thereof to any third party.

2.       COPYRIGHT; RETENTION OF RIGHTS. 

2.1 Ownership of API.  (i) you hereby acknowledge that the API is protected by United States copyright law and international treaty provisions; (ii) Gnosis Media Group, and its licensors (if any), hereby reserve all rights in the API which are not explicitly granted to you herein; and (iii) without limiting the generality of the foregoing, Gnosis Media Group and its licensors retain all title, copyright, and other proprietary interests in the API and any copies thereof, and you do not acquire any rights, express or implied, in the API, other than those specifically set forth in this Agreement. 

2.2  Enhancements.  You are under no obligation whatsoever to provide any bug fixes, patches, or upgrades to the features, functionality or performance of the API ("Enhancements") to anyone; however, if you choose to make your Enhancements available either publicly, or directly to Gnosis Media Group, without imposing a separate written license agreement for such Enhancements, then you hereby grant the following license: a non-exclusive, royalty-free perpetual license to install, use, modify, prepare derivative works, incorporate into other computer API, distribute, and sublicense such enhancements or derivative works thereof, in binary and API form.

3.       NO MAINTENANCE OR SUPPORT.  Gnosis Media Group shall be under no obligation whatsoever to: (i) provide maintenance or support for the API; or (ii) to notify you of bug fixes, patches, or updates (collectively, “Update”) to the API (if any).  If, in its sole discretion, Gnosis Media Group makes an Update available to you and Gnosis Media Group does not separately enter into a written license agreement with you relating to such Update, then it shall be deemed incorporated into the API and subject to this Agreement.

4.       LICENSE FEE.  In consideration of the rights granted hereunder, you agree to pay Gnosis Media Group the appropriate license fee of $15/mo due when you agree to this Agreement by clicking the "SUBSCRIBE” button below. Your license of the original API - as well as your license of any derivative works you create from the API - endures as long as you pay the monthly licensing fee and ceases when you cease paying the monthly fee.

5.       CONFIDENTIALITY.  Licensee will take appropriate steps to ensure that the API remains confidential and is protected against unauthorized disclosure, use, or release, and will treat it with at least the same level of care as Licensee would use to protect and secure Licensee’s own confidential information, but in any event using no less than a reasonable standard of care.

6.       WARRANTY DISCLAIMER.  THE API IS SUPPLIED “AS IS” WITHOUT WARRANTY OF ANY KIND.  GNOSIS MEDIA GROUP, ITS LICENSORS AND THEIR EMPLOYEES: (1) DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT, (2) DO NOT ASSUME ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, OR USEFULNESS OF THE API, (3) DO NOT REPRESENT THAT USE OF THE API WOULD NOT INFRINGE PRIVATELY OWNED RIGHTS, (4) DO NOT WARRANT THAT THE API WILL FUNCTION UNINTERRUPTED, THAT IT IS ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED.

7.       LIMITATION OF LIABILITY. IN NO EVENT SHALL GNOSIS MEDIA GROUP OR ITS LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES OF ANY KIND OR NATURE, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS OR LOSS OF DATA, FOR ANY REASON WHATSOEVER, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY), OR OTHERWISE, EVEN IF GNOSIS MEDIA GROUP HAS BEEN WARNED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES.  IN NO EVENT SHALL GNOSIS MEDIA GROUP’S LIABILITY FOR DAMAGES ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT EXCEED THE AMOUNT PAID BY YOU FOR THE API.

8.       INDEMNITY.  You shall indemnify, defend, and hold harmless Gnosis Media Group, its licensors, the API developers, the API sponsors, and their agents, officers, and employees, against any and all claims, suits, losses, damage, costs, fees, and expenses arising out of or in connection with your use of the API pursuant to this Agreement.  You shall pay all costs incurred by Gnosis Media Group in enforcing this provision, including reasonable attorney fees.

9.       TERM AND TERMINATION.  The license granted to you under this Agreement shall continue monthly unless terminated by Gnosis Media Group in accordance with this Agreement.  If you breach any term of this Agreement, and fail to cure such breach within thirty (30) days of the date of written notice, this Agreement shall immediately terminate. Upon such termination, you shall immediately cease using the API, return to Gnosis Media Group, or destroy, all copies of the API, and provide Gnosis Media Group with written certification of your compliance with the foregoing.  Termination shall not relieve you from your obligations arising prior to such termination, including but not limited to the responsibility to pay previously accrued fees. Notwithstanding any provision to the contrary, Sections 5 through 12 shall survive termination of this Agreement.

10.    EXPORT CONTROLS. You shall observe all applicable United States and foreign laws and regulations (if any) with respect to the export, re-export, diversion or transfer of the API, related technical data and direct products thereof, including, without limitation, the International Traffic in Arms Regulations (ITAR) and the Export Administration Regulations. The export of any technology from the United States, including without limitation the API and related technical data, may require some form of export control license from the U.S. Government and, pursuant to U.S. laws, and failure to obtain any required export control license may result in criminal liability under U.S. laws.

11.    GENERAL. This Agreement shall be governed by the laws of the State of New Jersey, excluding its rules governing conflicts of laws. 

No provision in either party's purchase orders, or in any other business forms employed by either party shall supersede the terms of this Agreement, and no modification or amendment of this Agreement is binding, unless in writing signed by a duly authorized representative of each party.  This Agreement is binding upon and shall inure to the benefit of Gnosis Media Group, its successors and assigns.  This Agreement represents the entire understanding of the parties, and supersedes all previous communications, written or oral, relating to the subject of this Agreement.

BY USING THE API, YOU ARE INDICATING YOUR ACCEPTANCE OF THE TERMS AND CONDITIONS HEREIN. 

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