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The following agreement (this "Agreement" or the "API Terms") describes the terms on which Linden Research, Inc. ("Linden Lab" or "we") offers you use of the application programming interfaces provided by Linden Lab in connection with Second Life (the "APIs").
By using any of the APIs, you agree to these API Terms and also the Terms of Service for Second Life, posted at http://secondlife.com/corporate/tos.php (the "SL Terms of Service"). The SL Terms of Service contain many important terms and conditions for your use of the APIs; you must read, understand, and agree to those provisions as well as the API Terms before you use the APIs. Capitalized terms not otherwise defined in these API Terms have the meaning ascribed to them in the SL Terms of Service. In accepting these API Terms, you represent that you have the authority to bind the party that is using the APIs (and that party is collectively included with you as "you" in this Agreement). Linden Lab may amend these API Terms at any time in its sole discretion, with or without notice, effective upon posting the amended Agreement on any of our Websites, or by communicating these changes through any written contact method we have established with you. If these API Terms or any modification is not acceptable to you, you must stop using the APIs immediately.
1. THE SECOND LIFE API
1.1 General Description of the APIs
The APIs are provided by Linden Lab, subject to the limitations and conditions herein, for transmitting and receiving data and computer instructions to and from the Servers, the Websites, or the Viewer portions of the Second Life service. In order to use the APIs, you must have an Account in Second Life. Technical documentation and other instructions may be provided to describe the use and functions of the APIs; you must comply with such documentation and instructions during your use of the APIs.
1.1.1 The Registration API
The "Registration API" is an API that permits you to create Accounts for Second Life by collecting information on a website that is controlled and operated by you ("Your Website").
2. LIMITATIONS AND CONDITIONS OF USE
2.1 General Applicability of Terms of Service
All of the restrictions, obligations, limitations and conditions applicable to the Service set forth in the SL Terms of Service apply to use of the APIs; the APIs are a component of such Service. These API Terms contain additional terms applicable to use of the APIs. In the event of a conflict concerning the use of APIs between the terms of these API Terms and the SL Terms of Service, the provisions of these API Terms shall prevail.
2.2 Use as Provided and Intended; No Distribution; No Refunds
You may not modify, adapt, reverse engineer (except as otherwise permitted by applicable law), decompile or attempt to discover the source code of the APIs, or create any derivative works of the APIs, or otherwise use the APIs except as expressly provided in this Agreement. You acknowledge that you do not have the right to create, publish, distribute, create derivative works from or use any software programs, utilities, applications, emulators or tools derived from or created for the APIs, except to the extent expressly permitted by this Agreement. You may not use the APIs for any purpose other than the purposes described for the respective APIs in Section 1 of these API Terms, and Linden Lab shall determine whether your use accords with such purpose in its sole discretion. You may not distribute or redistribute the APIs in any form or format. You may not provide, sell or resell access to or use of the APIs to any party. You shall not be entitled to any refunds for any fees paid to Linden Lab in connection with your use of the APIs for any reason.
2.3 API Specific Additional Terms
2.3.1 Registration API Additional Terms
You may not use the Registration API other than as a means of collecting Account registration information from Your Website. Your Website must make clear that your end users are registering for Second Life Accounts and that use of the registration process through the Registration API will transmit registration information to Linden Lab. You must establish binding end-user terms of service or other binding contractual agreement with your end users that require such end users to acknowledge and agree that: their registration information will be provided to Linden Lab for use in registering an Account in Second Life; their use of an Account in Second Life will require their agreement to the SL Terms of Service and will establish a contractual relationship between them and Linden Lab; you are not a Linden Lab employee, joint venturer, partner, or affiliate (other than your agreement to the SL Terms of Service and the API Terms); they release Linden Lab from all claims and liabilities due to any action or inaction by you, or any interaction or transaction they have with you.
3. PROPRIETARY RIGHTS
3.1 Linden Lab Rights
As between you and Linden Lab, you acknowledge that Linden Lab owns all right, title and interest, including without limitation, to the APIs and any and all intellectual property rights, including but not limited to patents, copyrights, semiconductor chip protection, moral rights, trade secrets, trademarks, service marks, publicity rights, privacy rights, and any and all other proprietary rights, and any and all applications, renewals, extensions and restorations thereof, now or hereafter in force and effect worldwide ("Intellectual Property Rights") relating to the APIs, and that you shall not acquire any right, title, or interest in the APIs or associated Intellectual Property Rights. Nothing in this Agreement shall be construed as granting you any other rights or privileges of any kind with respect to the Service or any Intellectual Property Rights owned or licensed by Linden Lab. You acknowledge that your use of the APIs does not make you a Linden Lab employee, joint venturer, partner, or affiliate, and that you do not expect to be, and will not be, compensated by Linden Lab for such use.
Linden Lab hereby grants to you a non-transferable, revocable, non-sublicenseable, non-exclusive license during the Term to use the Second Life API solely in accordance with this Agreement.
3.2 Linden Lab's Trademarks
You agree to review and adhere to the guidelines on using "Second Life," "SL," "Linden," the Eye-in-Hand logo, and Linden Lab's other trademarks, service marks, trade names, logos, domain names, taglines, and trade dress (collectively, the "Linden Lab Marks") at http://secondlife.com/corporate/brand and its subpages, which may be updated from time to time. Except for the licenses expressly granted there or in a separate written agreement signed by you and Linden Lab, Linden Lab reserves all right, title, and interest in the Linden Lab Marks and does not authorize you to display or use any Linden Lab Mark in any manner whatsoever. If you have a written license agreement with Linden Lab to use a Linden Lab Mark, your use shall comply strictly with that agreement's terms and conditions and use guidelines.
Linden Lab has the sole discretion to determine whether your use of SL Marks is in accordance with the above restrictions.
Except as set forth in this Section, nothing in the API Terms or the SL Terms of Service shall grant or shall be deemed to grant to you any right, title or interest in or to the SL Marks. All use by you of the SL Marks (including any goodwill associated therewith) shall inure to the benefit of Linden Lab. At no time during or after the your use of the APIs or the Service shall you challenge or assist others to challenge the SL Marks, nor shall you attempt to register any marks that are confusingly similar in any way, including but not limited to, sound, appearance and spelling, to those of Linden Lab.
4. REPRESENTATIONS AND WARRANTIES
You hereby represent and warrant that you have the right to use the APIs and provide the data and other information that you provide to Linden Lab through your use of the APIs; that your use of the APIs does not violate any contractual or other legal obligations, applicable laws or regulations; and that your use of the APIs does not infringe the rights, including any Intellectual Property Rights, of any third party.
5. TERM AND TERMINATION
The term of these API Terms shall commence on the date upon which you download any of the APIs and shall continue in force thereafter, unless terminated as provided herein ("Term").
Linden Lab may change, suspend or terminate your access and use of all or any aspect of the APIs without any liability to you. In addition, either party may terminate the API Terms at any time, for any reason, or for no reason.
5.3 Effect of Termination
You acknowledge that your breach of service/license restrictions contained herein may cause irreparable harm to Linden Lab, the extent of which would be difficult to ascertain. Accordingly, you agree that, in addition to any other remedies to which Linden Lab may be legally entitled, Linden Lab shall have the right to seek immediate injunctive relief in the event of a breach of such sections by you.
6. GENERAL PROVISIONS
The rights and obligations of the parties under this Agreement shall not be governed by the U.N. Convention on Contracts for the International Sale of Goods; rather such rights and obligations shall be governed by and construed under the laws of the State of California, including its Uniform Commercial Code, without reference to conflict of laws principles. The Service is controlled and operated by Linden Lab from its offices within the State of California, United States of America. Linden Lab makes no representation that any aspect of the Service is appropriate or available for use in jurisdictions outside of the United States. Those who choose to access the Service from other locations are responsible for compliance with applicable local laws. The Linden Software is subject to all applicable export restrictions. You must comply with all export and import laws and restrictions and regulations of any United States or foreign agency or authority relating to the Linden Software and its use.
You and Linden Lab agree to submit to the exclusive jurisdiction and venue of the courts located in the City and County of San Francisco, California. Notwithstanding this, either party shall still be allowed to apply for injunctive or other equitable relief to protect or enforce that party's intellectual property rights in any court of competent jurisdiction where the other party resides or has its principal place of business.
Linden Lab's failure to act with respect to a breach by you or others does not waive Linden Lab's right to act with respect to that breach or subsequent or similar breaches. No consent or waiver by Linden Lab under this Agreement shall be deemed effective unless delivered in a writing signed by a duly appointed officer of Linden Lab. All or any of Linden Lab's rights and obligations under this Agreement may be assigned to a subsequent owner or operator of the Service in a merger, acquisition or sale of all or substantially all of Linden Lab's assets. You may not assign or transfer this Agreement or any or all of your rights hereunder without the prior written consent of Linden Lab, and any attempt to do so is void. Notwithstanding anything else in this Agreement, no default, delay or failure to perform on the part of Linden Lab shall be considered a breach of this Agreement if such default, delay or failure to perform is shown to be due to causes beyond the reasonable control of Linden Lab.
This Agreement sets forth the entire understanding and agreement between you and Linden Lab with respect to the subject matter hereof. The section headings used herein, including descriptive summary sentences at the start of each section, are for convenience only and shall not affect the interpretation of this Agreement. If any provision of this Agreement shall be held by a court of competent jurisdiction to be unlawful, void, or for any reason unenforceable, then in such jurisdiction that provision shall be deemed severable from these terms and shall not affect the validity and enforceability of the remaining provisions.
Linden Lab may give notice to you by means of a general notice on our website at http://secondlife.com, electronic mail to your e-mail address on our records for your Account, or by written communication sent by first class mail, postage prepaid, or overnight courier to your address on record for your Account. All notices given by you or required under this Agreement shall be faxed to: (415) 243-9045 Attn.: Legal Department; mailed to us at Linden Lab, 945 Battery Street, San Francisco, CA 94111, Attn: Legal Department.