Clearwire Developer API Terms of Service

1. Use of This Site, Products and Developer API Services

1.1 Your use of Clearwire's web site, products, software and services available on or through this site (collectively the "Developer API Services") is expressly made subject to the terms and conditions set forth in this Clearwire Developer API Terms of Service (the "Developer TOS"). "Clearwire" means Clear Wireless LLC, a subsidiary of Clearwire Corporation, whose principal place of business is at 4400 Carillon Point, Kirkland, Washington 98033. This Developer TOS incorporates by reference, and you agree to comply with, Clearwire's other policies including but not limited to its Acceptable Use Policy, Privacy Policy, and any other policies applicable to the Developer API Services that we make available or otherwise post on this web site and which can also be found at Clearwire's "Legal" web page located at http://www.clear.com/company/legal/main.htm. These Developer TOS form the umbrella terms that govern your relationship with Clearwire when using the Developer API Services. In addition to these Developer TOS, there may be additional specific terms that apply to your use of certain application protocol interfaces (each an "API"). The additional specific terms that apply to certain APIs are collectively and individually referred to as the "Additional Terms". The Developer TOS, together with any applicable Additional Terms, form the agreement between you and Clearwire governing your use of the Developer API Services, and are collectively referred to as the "Agreement". If there is a conflict between the Additional Terms and the Developer TOS, then the Developer TOS shall take precedence.

2. Acceptance

2.1 In order to use the Developer API Services, you must first agree to accept this Agreement. You may not use the Developer API Services if you do not accept the Agreement. You can accept the Agreement by:

2.1.1 clicking to accept or agree to the Agreement, where this option is made available to you in the user interface for the Developer API Services; or

2.1.2 by actually using the Developer API Services, in which case you are expressly agreeing that you have accepted the Agreement and Clearwire will treat your use of the Developer API Services as acceptance of the Agreement.

2.2 You may not use the Developer API Services if you are under the age of eighteen (18) years old, or if you are barred by law from receiving the Developer API Services.

3. Developer API Services Provided by Clearwire

3.1 Clearwire has subsidiaries and affiliated legal entities (collectively "Affiliates"). Sometimes, these Affiliates will be providing the Developer API Services to you on behalf of Clearwire itself. You acknowledge and agree that Affiliates will be entitled to provide the Developer API Services to you and that any obligations on your part under this Agreement are applicable to Clearwire's Affiliates.

3.2 You acknowledge and agree that the form and nature of the Developer API Services which Clearwire provides may change from time to time without prior notice to you.

3.3 You acknowledge and agree that Clearwire may stop (permanently or temporarily) providing the Developer API Services (or any features within the Developer API Services) to you or to users generally at Clearwire's sole discretion, without prior notice to you. You acknowledge that Clearwire may convert the royalty-free license(s) granted herein to a royalty-based license at any time, but only after providing prior notice to you. You may stop using the Developer API Services at any time. You do not need to specifically inform Clearwire when you stop using the Developer API Services.

3.4 You acknowledge and agree that if Clearwire disables access to your account, you may be prevented from accessing the Developer API Services, your account details or any files or other content which is contained in your account.

3.5 You acknowledge and agree that while Clearwire may not currently have set a fixed upper limit on the number of transmissions you may send or receive through the Developer API Services or on the amount of storage space used for the provision of any Developer API Services, such fixed upper limits may be set by Clearwire at any time, at Clearwire's discretion, and you specifically waive any and all claims for damages that may arise from Clearwire's imposition of such limits.

4. Use of the Developer API Services

4.1 In order to access the Developer API Services, you agree to the following requirements:

4.1.1 You may be required to provide information about yourself as part of the registration process for the Service, or as part of your continued use of the Developer API Services. You agree that any registration information you give to Clearwire will always be accurate, correct and up to date.

4.1.2 You agree to use the Developer API Services only for purposes that are permitted by the Agreement and which are not unlawful.

4.1.3 You agree not to access (or attempt to access) any of the Developer API Services by any means other than through the interface that is provided by Clearwire. You specifically agree not to access (or attempt to access) any of the Developer API Services through any automated means (including use of scripts or web crawlers) and shall ensure that you comply with all instructions present on the Developer API Services.

4.1.4 You agree that you will not engage, nor attempt to engage, in any activity that interferes with or disrupts the Developer API Services (or the servers and networks which are connected to the Developer API Services).

4.1.5 You agree that you will not reproduce, duplicate, copy, sell, trade or resell the Developer API Services for any purpose.

4.1.6 You agree that you are solely responsible for (and that Clearwire has no responsibility to you or to any third party for) any breach of your obligations under the Agreement and for the consequences (including any loss or damage which Clearwire or any third party may suffer) of any such breach.

5. Passwords and Security

5.1 You agree you are responsible for maintaining the confidentiality of passwords associated with any account you use to access the Developer API Services. Accordingly, you agree that you will be solely responsible to Clearwire for all activities that occur under your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify Clearwire immediately.

6. Privacy

6.1 For information about Clearwire's privacy policy, please read Clearwire's privacy policy at www.clear.com/company/legal/privacy.htm. When you use the Developer API Services you agree to the use of your data in accordance with Clearwire's privacy policy.

7. Review of Content

7.1 All information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) which you may have access to as part of, or through your use of, the Developer API Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the "Content".

7.2 Content presented to you as part of the Developer API Services, including but not limited to advertisements in the Developer API Services and sponsored Content within the Developer API Services may be protected by intellectual property rights which are owned by the sponsors or advertisers who provide that Content to Clearwire (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this Content (either in whole or in part) unless you have been specifically told that you may do so by Clearwire or by the owners of that Content, in a separate agreement.

7.3 Clearwire reserves the right (but shall have no obligation) to pre-screen, review, flag, filter, modify, refuse or remove any or all Content from any Service without prior notice at any time. You acknowledge that by using the Developer API Services you may be exposed to Content that you may find offensive, indecent or objectionable and that you use the Developer API Services at your own risk. You agree that you are solely responsible for (and that Clearwire has no responsibility to you or to any third party for) any Content that you create, transmit or display while using the Developer API Services and for the consequences of your actions (including any loss or damage which Clearwire or any third parties may suffer) by doing so.

8. Intellectual Property Rights

8.1 You acknowledge and agree that Clearwire (or Clearwire's licensors) own all legal right, title and interest in and to the Developer API Services, including any intellectual property rights which subsist in the Developer API Services (irrespective whether those rights are registered or not). You further acknowledge that the Developer API Services may contain information which is designated confidential by Clearwire and that you shall not disclose such information without Clearwire's prior written consent.

8.2 Nothing in the Agreement gives you a right to use any of Clearwire's trade names, trade marks, service marks, logos, domain names, and other distinctive brand features (collectively the "Marks"). You agree that Clearwire owns all right, title and interest in the Marks at all times, and you agree not to use, distribute, copy or otherwise display the Marks without Clearwire's prior written consent, which consent may be withheld in Clearwire's sole and absolute discretion. If you have been given an explicit right to use any of the Marks, then you agree that your use of the Marks will be governed by Clearwire's brand use guidelines.

8.3 You agree that you are responsible for protecting and enforcing any rights that you claim to have in any Content that you create, transmit or display while using the Developer API Services and that Clearwire has no obligation to do so on your behalf.

8.4 You shall not remove, obscure, or alter any proprietary rights notices (including copyright and trade mark notices) which may be affixed to or contained within the Developer API Services.

8.5 Unless you have been expressly authorized to do so in writing by Clearwire, you agree that in using the Developer API Services, you will not use any trade mark, service mark, trade name, logo of any company or organization in a way that is likely or intended to cause confusion about the owner or authorized user of such marks, names or logos.

9. License Grant From Clearwire

9.1 Clearwire hereby grants to you a personal, worldwide, royalty-free, revocable, non-assignable and non-exclusive license to use the software provided to you by Clearwire as part of the Developer API Services as provided to you by Clearwire (referred to as the "Software"), solely for the purpose of enabling you to use the Developer API Services as provided by Clearwire in the manner for which they are intended. You may not (and you may not permit anyone else to) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Software or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Clearwire, in writing. Unless Clearwire has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the Software, grant a security interest in or over your rights to use the Software, or otherwise transfer any part of your limited rights to use the Software. Clearwire reserves the right to convert the royalty-free license(s) granted herein to one or more royalty-based license(s) at any time. If Clearwire elects to make such conversion, Clearwire will provide prior notice to you, and you may chose to either convert to a royalty-based license or cease using the Software.

10. License Grant From You

10.1 By creating, submitting, posting, transmitting or displaying Content, you give Clearwire a perpetual, irrevocable, worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute any Content which you create, submit, post, transmit or display on or through, the Developer API Services. You agree that this license includes a right for Clearwire to make such Content available to other companies, organizations or individuals with whom Clearwire has relationships for the provision of syndicated services, and to use such Content in connection with the provision of those services. You agree that Clearwire, in performing the required technical steps to provide the Developer API Services to our users, may (a) transmit or distribute your Content over various public networks and in various media; and (b) make such changes to your Content as are necessary to conform and adapt that Content to the technical requirements of connecting networks, devices, services or media. You hereby grant permission and a license to Clearwire to take these actions. You hereby confirm and warrant to Clearwire that you have all the rights, power and authority necessary to grant the above license.

11. Software updates

11.1 The Software which you use may automatically download and install updates from time to time from Clearwire. These updates are designed to improve, enhance and further develop the Developer API Services and may take the form of bug fixes, enhanced functions, new software modules and completely new versions. You agree to receive such updates (and permit Clearwire to deliver these to you) as part of your use of the Developer API Services.

12. Termination

12.1 The Agreement will continue to survive until terminated by either you or Clearwire as set out below.

12.2 If you want to terminate the Agreement with Clearwire, you may do so by notifying Clearwire in writing and closing your account(s) for any of the Developer API Services you use where Clearwire has made this option available to you. Your notice should be sent, in writing, to Clearwire's address which is set out at the beginning of the Developer TOS.

12.3 Clearwire may at any time, terminate the Agreement with you if:

12.3.1 You have violated any provision of the Agreement or any Additional Terms; or

12.3.2 Clearwire is required to do so by law; or

12.3.3 Any partner with whom Clearwire offered the Developer API Services to you has terminated its relationship with Clearwire or ceased to offer the Developer API Services to you; or

12.3.4 Clearwire no longer provides the Developer API Services to users in your country of residence; or

12.3.5 Clearwire elects to cease providing the Developer API Services.

12.4 Nothing in this Section shall affect Clearwire's rights regarding provision of Developer API Services under Sections 3 and/or 4 of the Developer TOS. When the Agreement comes to an end, all of the legal rights, obligations and liabilities that are expressly provided to continue indefinitely, shall be unaffected by this termination.

13. EXCLUSION OF WARRANTIES

13.1 CLEARWIRE EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE DEVELOPER SERVICES IS AT YOUR SOLE RISK AND THAT THE DEVELOPER SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE." CLEARWIRE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT (A) YOUR USE OF THE DEVELOPER SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE DEVELOPER SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, (C) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE DEVELOPER SERVICES WILL BE ACCURATE OR RELIABLE, AND (D) DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE DEVELOPER SERVICES WILL BE CORRECTED. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR LOSS OR DAMAGE CAUSED BY NEGLIGENCE, BREACH OF CONTRACT OR BREACH OF IMPLIED TERMS, OR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS WHICH ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU AND OUR LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE DEVELOPER SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

14. LIMITATION OF LIABILITY

14.1 SUBJECT TO OVERALL PROVISION IN PARAGRAPH 13.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT CLEARWIRE, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS. NOR SHALL CLEARWIRE, ITS SUBSIDIARIES AND AFFILIATES AND ITS LICENSORS BE LIABLE FOR ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO LOSS OR DAMAGE AS A RESULT OF (A) ANY CHANGES WHICH CLEARWIRE MAY MAKE TO THE DEVELOPER SERVICES, OR FOR ANY PERMANENT OR TEMPORARY CESSATION IN THE PROVISION OF THE DEVELOPER SERVICES (OR ANY FEATURES WITHIN THE DEVELOPER SERVICES); (B) THE DELETION OF, CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER COMMUNICATIONS DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE DEVELOPER SERVICES; (C) YOUR FAILURE TO PROVIDE CLEARWIRE WITH ACCURATE ACCOUNT INFORMATION; (D) YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL. THE LIMITATIONS ON CLEARWIRE'S LIABILITY APPLY WHETHER OR NOT CLEARWIRE HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.

15. Copyright and Trademark Policy

15.1 Clearwire responds to notices of alleged copyright infringement that comply with applicable intellectual property law (including the Digital Millennium Copyright Act) and terminates the accounts of repeat infringers. Clearwire operates a trademark complaints procedure in respect of Clearwire's advertising business, details of which can be found at our web site located at http://www.clear.com/company/legal/claims.htm.

16. Other Content

16.1 The Developer API Services may include hyperlinks to other web sites or content or resources. Clearwire may have no control over any web sites or resources which are provided by companies or persons other than Clearwire. You acknowledge and agree that Clearwire is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources. You acknowledge and agree that Clearwire is not liable for any loss or damage which may be incurred by you as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.

17. Changes to the Agreement

17.1 Clearwire may make changes to the Agreement (including the Additional Terms) from time to time. When these changes are made, Clearwire will update the Agreement. If you use the Developer API Services after the date on which the Agreement has changed, Clearwire will treat your use as acceptance of the updated Agreement.

18. Miscellaneous

18.1 The Agreement constitutes the whole legal agreement between you and Clearwire and governs your use of the Developer API Services, and completely replaces any prior agreements between you and Clearwire in relation to the Developer API Services.

18.2 Clearwire may provide you with notices, including those regarding changes to the Agreement, by email, regular mail, or postings on the Developer API Services.

18.3 Failure by Clearwire to exercise or enforce any legal right or remedy which is contained in the Agreement (or which Clearwire has the benefit of under any applicable law), shall not constitute a waiver of Clearwire's rights, and Clearwire specifically reserves all rights or remedies under the Agreement.

18.4 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of the Agreement is invalid, then that provision will be removed from the Agreement without affecting the rest of the Agreement, and the remaining provisions of the Agreement will continue to be valid and enforceable.

18.5 The Agreement, and your relationship with Clearwire under the Agreement, shall be governed by the laws of the State of Washington without regard to its conflict of laws provisions. You and Clearwire agree to submit to the exclusive jurisdiction of the courts located within the county of King, Washington to resolve any legal matter arising from the Agreement. Notwithstanding this, you agree that Clearwire shall still be allowed to apply for injunctive remedies in any jurisdiction.

August, 2009