Last updated: February 19, 2015
In this Widget License Agreement (i) capitalised terms defined by inclusion in quotations and/or parenthesis have the meanings so given; and (ii) the following terms shall have the following meanings assigned to them herein below:
By creating Widgets using the Tool or the Website or otherwise signifying your acceptance, you accept this Agreement, and agree to be bound by its provisions. You declare that You are aware of and consent to the terms and conditions in this Agreement and that you recognize that they are in compliance with all applicable and mandatory provisions and fundamental rights. You warrant that all users will be informed about the content of this Agreement. You are solely responsible for compliance with this Agreement by the users with respect to Kidimedia.
We hereby grant to You a perpetual, non-exclusive, non-transferable worldwide license to use the Widget for the Permitted Uses (as defined below). Unless the activity or use is a Permitted Use, the Widgets cannot be used You. All other rights in and to the Widget, including, without limitation, all copyright and other intellectual property rights relating to the Widget, are retained by Kidimedia.
You may only use the Widget for the purposes which are Permitted Uses (as defined below). You may share Widgets created with BookWidgets while You have an active Subscription in the following ways:
You may only use and share Widgets created with BookWidgets without an active Subscription for demonstration and evaluation purposes. You may only modify the Widget through the use of the BookWidgets tool. If there is any doubt that a proposed use is a Permitted Use, You should contact Kidimedia Support for guidance in advance.
You may not use the Widget in ways which are not expressly permitted in the preceding section. For greater certainty, the following are “Prohibited Uses”. Unless you have received explicit prior written permission by Kidimedia You may not:
(a) This Agreement is effective until it is terminated. You can terminate this Agreement by destroying the Widget and any Permitted Derivative Works, along with any copies or archives of it or accompanying materials (if applicable), and ceasing to use the Widget for any purpose. The Agreement also terminates automatically and without notice from Kidimedia if at any time You fail to comply with any of its terms. Upon termination, You must immediately (i) cease using the Widget and for any purpose; (ii) destroy or delete all copies and archives of the Widget or accompanying materials; and (iii) if requested, confirm to Kidimedia in writing that You have complied with these requirements.
(b) Kidimedia reserves the right to elect at a later date to revoke or amend the license granted by this Agreement and replace the Widget with an alternative for any reason. Upon notice, sent to the address or contact information provided by You for your license, or such other address as You may advise us in writing to use, from time to time, of such replacement, the license for the replaced Widget immediately terminates for any products that do not already exist, and this license automatically applies to the replacement Widget. You agree not to use the replaced Widget, or any Permitted Derivative Works, for future products and to take all reasonable steps to discontinue use of the replaced Widget, or any Permitted Derivative Works, in products that already exist.
(c) Upon notice from Kidimedia, or upon Your knowledge that any Widget is subject to a threatened, potential or actual claim of infringement of another’s right for which Kidimedia may be liable, You must immediately and at Your own expense (i) stop using the Widget; (ii) delete or remove the Widget from your premises, computer systems and storage (electronic or physical); and (iii) ensure that Your clients or ISPs do likewise. Kidimedia shall provide You with replacement Widget (which shall be determined by Kidimedia in its reasonable commercial judgment) free of charge, but subject to the other terms and conditions of this Agreement.
The Widget is provided “as is” without representation, warranty or condition of any kind, either express or implied, including, but not limited to the implied representations, warranties or conditions of merchantability, or fitness for a particular purpose. Kidimedia does not represent or warrant that the Widget will meet Your requirements or that its use will be uninterrupted or error free. The entire risk as to the quality and performance of the Widget is with You. Should the Widget prove defective, You (and not Kidimedia) assume the entire risk and cost of all necessary corrections. (c) Some Widgets rely on third party web services. Such Widgets may cease to work when said third party web services shuts down, changes or discontinues their API or otherwise restricts access to its services. Kidimedia is not obliged to provide an alternative for said third party web service and is not responsible for any damage caused by the shutdown, change or discontinuity of the third party web services.
(a) in no event shall Kidimedia or any of its Affiliates or Widget providers or their respective directors, officers, employees, shareholders, partners or agents be liable for any incidental, indirect, punitive, exemplary, or consequential damages whatsoever (including damages for loss of profits, interruption, loss of business information, or any other pecuniary loss) in connection with any claim, loss, damage, action, suit or other proceeding arising under or out of this Agreement, including without limitation Your use of, reliance upon, access to, or exploitation of the Widget, or any part thereof, or any rights granted to you hereunder, even if we have been advised of the possibility of such damages, whether the action is based on contract, tort (including negligence), infringement of intellectual property rights or otherwise. No action, regardless of form or nature, arising out of this Agreement may be brought by or on behalf of you more than two (2) years after the cause of action first arose.
(b) Notwithstanding any other term herein, Kidimedia shall not be liable for any damages, costs or losses arising as a result of modifications made to the Widget by you or the context in which the Widget is used by You.
(c) Notwithstanding anything else in this Agreement, the total maximum aggregate liability of Kidimedia under this Agreement and any other agreement under which You have licensed the same Widget, regardless of the file size, or the use or exploitation of any or all of the Widget in any manner whatsoever and the obligation of Kidimedia under section 8(a) shall be limited to an aggregate of one thousand ($1,000) US dollars. For greater clarity, Kidimedia’s liability to You in respect of the Widget shall not exceed one thousand ($1,000) US dollars regardless of the number of times that You license the same Widget from Kidimedia.
You agree to indemnify, defend and hold Kidimedia, its Affiliates, its Widget providers and their respective directors, officers, employees, shareholders, partners and agents (collectively, the “Kidimedia Parties”) harmless from and against any and all claims, liability, losses, damages, costs and expenses (including reasonable legal fees on a solicitor and client basis) incurred by any Kidimedia Party as a result of or in connection with any breach or alleged breach by You or anyone acting on Your behalf of any of the terms of this Agreement.
(a) You specifically agree and acknowledge that You have, in addition to the terms of this Agreement, reviewed the terms of the End User License Agreement and any other agreements which may be incorporated by reference therein, and to the extent of their incorporation in this Agreement You agree to be bound by them.
(b) Kidimedia’s failure to insist upon or enforce strict performance of any provision of this Agreement shall not be construed as a waiver of any provision or right.
(c) This Agreement is personal to you and is not assignable by you without Kidimedia~s prior written consent. Kidimedia may assign this Agreement without your consent to any other party so long as such party agrees to be bound by its terms.
(d) If all or part of any provision of this Agreement is wholly or partially unenforceable, the parties or, in the event the parties are unable to agree, a court of competent jurisdiction, shall put in place of such whole or part provision an enforceable provision or provisions, that as nearly as possible reflects the terms of the unenforceable whole or part provision.
(e) You agree to pay and be responsible for any and all sales taxes, use taxes, value added taxes and duties imposed by any jurisdiction as a result of the license granted to you, or of your use of the Widget, pursuant to this Agreement.
(f) This Agreement will be governed under the laws of Belgium. This Agreement will not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. You consent to service of any required notice or process upon you by registered mail or overnight courier with proof of delivery notice, addressed to the address or contact information provided by You at the time the Widget was downloaded, or such other address as You may advise us in writing to use, from time to time.
(g) Any and all disputes arising out of, under or in connection with this Agreement, including without limitation, its validity, interpretation, performance and breach, shall be finally settled under the Rules of Arbitration of the Chamber of Commerce by a single Arbitrator appointed in accordance with such rules. The arbitration shall take place in Leuven, Belgium, and shall be conducted in the Dutch language.
(h) The parties have requested that this Agreement and all related documents be drawn up in English.
If you have concerns relating to this Agreement, please contact Kidimedia at firstname.lastname@example.org.
You acknowledge that You have read this Agreement, understand it, and had an opportunity to seek independent legal advice prior to agreeing to it. In consideration of Kidimedia agreeing to provide the Widget, You agree to be bound by the terms and conditions of this Agreement. You further agree that it is the complete and exclusive statement of the Agreement between you and Kidimedia, which supersedes any proposal or prior agreement, oral or written, and any other communication between you and Kidimedia relating to the subject of this Agreement.