Last Revised:29/3/20, 10:22 am
This License Agreement for script-ninja.app (the "Agreement") is made and entered into by and between Little Bird and the business entity agreeing to these terms ("Customer"). This Agreement is effective as of the date Customer clicks the "I Accept" button below (the "Effective Date"). If you are accepting on behalf of Customer, you represent and warrant that: (i) if you have full legal authority to bind Customer to this Agreement; (ii) you have read and understand this Agreement; and (iii) you agree, on behalf of Customer, to this Agreement. If you do not have the legal authority to bind Customer, please do not click the "I Accept" button below. This Agreement governs Customer's access to and use of the Service.
As a condition of Customer's use of the Service, you agree that:
- You are an individual person at least 18 years of age;
- Customer has the right to provide any and all information Customer submits to the Service, the information is only about itself, and all such information is accurate, true, current and complete.
1.1 From Little Bird to Customer. Subject to this Agreement, Little Bird grants to Customer a worldwide, non-sublicensable, non-transferable, non-exclusive, terminable, limited license to (a) use the Service, (b) integrate the Services into any Application and (c) use any Software provided by Little Bird as part of the Service.
1.2 From Customer to Little Bird. By submitting, posting or displaying any Application (including Customer Content) on or through the Service, Customer gives Little Bird a worldwide, non-sublicensable, non-transferable, non-exclusive, terminable, limited license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute any Application (including Customer Content) for the sole purpose of enabling Little Bird to provide Customer with the Service in accordance with the Agreement.
Provision of the Service
2.1 Console. Little Bird will provide the Service to Customer. As part of receiving the Service, Customer will have access to the Admin Console, through which Customer may administer the Service.
2.2 Facilities and Data Transfer. All facilities used to store and process an Application (including Customer Content) will adhere to reasonable security standards no less protective than the security standards at facilities where Little Bird processes and stores its own information of a similar type. Little Bird may process and store an Application and Customer Content in the United States or any other country in which Little Bird or its agents maintain facilities. By using the Service, Customer consents to this processing and storage of the Application and Customer Content.
2.3 Accounts. Customer may have an Account to use the Service, and is responsible for the information Customer provides to create the Account, the security of his/her/its passwords for the Account, and for any use of his/her/its Account. If Customer becomes aware of any unauthorized use of his/her/its password or his/her/its Account, Customer will notify Little Bird as promptly as possible.
2.5 New Applications. Little Bird may make new applications, tools, features or functionality available from time to time through the Service, the use of which may be contingent upon Customer's agreement to additional terms.
Payment will be made through Shopify Inc's App Subscription Services.
4.1 Compliance. If Customer operates an Application, or makes (or allows any third party to make) material available by means of the Service (any such material, "Content"), Customer is entirely responsible for the content of, and any harm resulting from, that Content. That is the case regardless of whether the Content in question constitutes text, graphics, an audio file, or computer software. By making Content available, Customer represents and warrants that:
- the downloading, copying and use of the Content will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark or trade secret rights, of any third party;
- if Customer's employer has rights to intellectual property Customer creates, Customer has either (i) received permission from Customer's employer to post or make available the Content, including but not limited to any software, or (ii) secured from Customer's employer a waiver as to all rights in or to the Content;
- Customer has fully complied with any third-party licenses relating to the Content, and has done all things necessary to successfully pass through to end users any required terms;
- the Content does not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;
- the Content is not spam, is not machine- or randomly-generated, and does not contain unethical or unwanted commercial content designed to drive traffic to third party sites or boost the search engine rankings of third party sites, or to further unlawful acts (such as phishing) or mislead recipients as to the source of the material (such as spoofing);
- the Content is not pornographic, does not contain threats or incite violence towards individuals or entities, and does not violate the privacy or publicity rights of any third party;
- Customer's Application is not getting advertised via unwanted electronic messages such as spam links on newsgroups, email lists, other blogs and websites, and similar unsolicited promotional methods;
- Customer's Application is not named in a manner that misleads people into thinking that Customer is another person or company. For example, Customer's Application's URL or name is not the name of a person other than the Customer's own or company other than Customer's own; and
- Customer has, in the case of Content that includes computer code, accurately categorized and/or described the type, nature, uses and effects of the materials, whether requested to do so by Little Bird or otherwise.
Little Bird claims no ownership interest in the content of Customer's website. By submitting Content to Little Bird for inclusion on Customer's website, Customer grant Little Bird a world-wide, royalty-free, and non-exclusive license to reproduce, modify, adapt and publish the Content solely for the purpose of displaying, distributing and promoting Customer's website. If Customer deletes Content, Little Bird will use reasonable efforts to remove it from the Service, but Customer acknowledges that caching or references to the Content may not be made immediately unavailable.
4.2 Privacy. Customer will protect the privacy and legal rights of his/her/its End Users under all applicable laws and regulations, which includes a legally adequate privacy notice communicated from Customer. Customer may have the ability to access, monitor, use, or disclose Customer Content submitted by End Users through the Service. Customer will obtain and maintain any required consents from End Users to allow Customer's access, monitoring, use or disclosure of Customer Content. Further, Customer will notify his/her/its End Users that any information provided as part of the Application will be made available to Little Bird as part of Little Bird providing the Service.
4.3 Restrictions. Customer will not, and will not allow third parties under his/her/its control to: (a) copy, modify, create a derivative work of, reverse engineer, decompile, translate, disassemble, or otherwise attempt to extract the source code of the Service or any component thereof (subject to Section 4.4 below); (b) use the Service for High Risk Activities; (c) sublicense, resell, or distribute the Service or any component thereof separate from any integrated Customer offering; (d) use the Service to create a substantially similar product or service; (e) create multiple Applications to simulate or act as a single Application or otherwise access the Service in a manner intended to avoid incurring fees; (f) use the Service to operate or enable any telecommunications service or in connection with any Application that allows End Users to place calls to or receive calls from any public switched telephone network; or (g) process or store any Customer Content that is subject to the International Traffic in Arms Regulations maintained by the Department of State. Customer acknowledges that the Service is not HIPAA compliant and Customer is solely responsible for any applicable compliance with HIPAA.
4.4 Third Party Requests. Customer is responsible for responding to Third Party Requests. Little Bird will, to the extent allowed by law and by the terms of the Third Party Request: (a) promptly notify Customer of its receipt of a Third Party Request; (b) comply with Customer's reasonable requests regarding Customer's efforts to oppose a Third Party Request; and (c) if the information is solely held by Little Bird and reasonably accessible by Little Bird, provide Customer with the information required for Customer to respond to the Third Party Request.
4.5 Documentation. Little Bird will provide Documentation for Customer's use of the Service. The Documentation may specify restrictions in how Applications may be built and Customer agrees to any such restrictions specified.
Suspension and Removals
5.2 Emergency Security Issues. Despite the foregoing, if there is an Emergency Security Issue, then Little Bird may automatically suspend the offending End User account, or the Application. Suspension will be to the minimum extent required, and of the minimum duration, to prevent or terminate the Emergency Security Issue. If Little Bird suspends an End User or the Application, for any reason, without prior notice to Customer, at Customer's request, Little Bird will provide Customer the reason for the suspension as soon as is reasonably possible.
Intellectual Property Rights; Brand Features
6.1 Intellectual Property Rights. Except as expressly set forth herein, this Agreement does not grant either party any rights, implied or otherwise, to the other's content or any of the other's intellectual property. As between the parties, Customer owns all Intellectual Property Rights in any Application and Customer Content, and Little Bird owns all Intellectual Property Rights in the Service.
6.2 Brand Features Limitation. If Customer wants to display Little Bird Brand Features in connection with use of the Service, Customer must obtain written permission from Little Bird. For the sole purpose of providing the Service, Customer permits Little Bird to display any Brand Features that may appear in its Application. Any use of a party's Brand Features will inure to the benefit of the party holding Intellectual Property Rights to those Brand Features. A party may revoke the other party's right to use its Brand Features pursuant to this Agreement with written notice to the other and a reasonable period to stop the use.
Technical Support Service
Customer is responsible for technical support of Customers Application.
8.1 Obligations. Each party will: (a) protect the other party's Confidential Information with the same standard of care it uses to protect its own Confidential Information; and (b) not disclose the Confidential Information, except to Affiliates, employees and agents who need to know it and who have agreed in writing to keep it confidential. Each party (and any affiliates, employees and agents to whom it has disclosed Confidential Information) may use Confidential Information only to exercise rights and fulfill obligations under this Agreement, while using reasonable care to protect it. Each party is responsible for any actions of its Affiliates, employees and agents in violation of this Section.
8.2 Exceptions. Confidential Information does not include information that: (a) the recipient already knew; (b) becomes public through no fault of the recipient; (c) was independently developed by the recipient; or (d) was rightfully given to the recipient by another party.
8.3 Required Disclosure. Each party may disclose the other party's Confidential Information when required by law, but only after it, if legally permissible: (a) uses commercially reasonable efforts to notify the other party; and (b) gives the other party the chance to challenge the disclosure.
9.2 Effect of Termination. If the Agreement expires or is terminated, then: (i) the rights granted by one party to the other will cease at the end of the then-current month; (ii) all Fees (including Taxes) owed by Customer to Little Bird will be charged at the end of the then-current month; (iii) Customer will delete the Software and any Application (including any Customer Content); (iv) following a commercially reasonable period of time, Little Bird will delete the Account and (v) upon request, each party will use commercially reasonable efforts to return or destroy all other Confidential Information of the other party.
Each party represents that: (a) it has full power and authority to enter into the Agreement; and (b) it will comply with all laws and regulations applicable to its provision, or use, of the Service, as applicable.
EXCEPT AS EXPRESSLY PROVIDED FOR HEREIN, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Little Bird DOES NOT MAKE ANY OTHER WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE AND NONINFRINGEMENT. Little Bird IS NOT RESPONSIBLE OR LIABLE FOR THE DELETION OF OR FAILURE TO STORE ANY CONTENT AND OTHER COMMUNICATIONS MAINTAINED OR TRANSMITTED THROUGH USE OF THE SERVICE. CUSTOMER IS SOLELY RESPONSIBLE FOR SECURING AND BACKING UP CUSTOMER'S APPLICATION AND CUSTOMER CONTENT. Little Bird DOES NOT WARRANT THAT THE OPERATION OF THE SOFTWARE OR THE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED. NEITHER THE SOFTWARE NOR THE SERVICE ARE DESIGNED, MANUFACTURED, OR INTENDED FOR HIGH-RISK ACTIVITIES.
Limitation of Liability
12.1 Limitation on Indirect Liability. NEITHER PARTY WILL BE LIABLE UNDER THIS AGREEMENT FOR LOST REVENUES OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF DIRECT DAMAGES DO NOT SATISFY A REMEDY.
12.2 Limitation on Amount of Liability. NEITHER PARTY MAY BE HELD LIABLE UNDER THIS AGREEMENT FOR MORE THAN THE AMOUNT PAID BY CUSTOMER TO Little Bird DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
12.3 Exceptions to Limitations. These limitations of liability do not apply to breaches of confidentiality obligations, violations of a party's Intellectual Property Rights by the other party, or indemnification obligations.
The Service was developed solely at private expense and is commercial computer software and related documentation within the meaning of the applicable civilian and military Federal acquisition regulations and any supplements thereto. If the user of the Service is an agency, department, employee, or other entity of the United States Government, under FAR 12.212 and DFARS 227.7202, the use, duplication, reproduction, release, modification, disclosure, or transfer of the Service, including technical data or manuals, is governed by the terms and conditions contained in this Agreement, which is Little Bird's standard commercial license agreement.
"Unlimited" Usage Policies and Definitions
15.1 What "Unlimited" means. Little Bird does not set an arbitrary limit or cap on the amount of resources a single Customer can use. In good faith and subject to these Terms, Little Bird makes every commercially reasonable effort to provide its Customers with all the storage and bandwidth resources needed to power their Applications successfully, as long as the Customer's use of the service complies with these Terms. By not setting limits on key resources, we are able to provide simple, consistent pricing to our Customers as they grow their Applications. As a result, a typical Application may experience periods of great popularity and resulting increased storage without experiencing any associated increase in hosting charges.
15.2 What "Unlimited" DOES NOT mean. Little Bird employs complex mechanisms to protect its Customers and systems from abuse. Little Bird's offering of "unlimited" services is not intended to allow the actions of a single or few Customers to unfairly or adversely impact the experience of other Customers.
Little Bird's service is a shared hosting service, which means that multiple Customer Applications are hosted from the same server and share server resources. Little Bird's service is designed to meet the typical needs of low-utilization testing, developer and hobbyist Application Customers in the United States. It is NOT intended to support the sustained demand of large enterprises, internationally based businesses, or non-typical applications better suited to a dedicated server.
15.3 Unlimited Hosting Space. Little Bird does not set arbitrary limits on the amount of disk space a Customer can use for the Customer's Application, nor does Little Bird charge additional fees based on an increased amount of storage used, provided the Customer's use of storage complies with these Terms. Please note, however, that the Little Bird service is designed to host Applications. Little Bird does NOT provide unlimited space for online storage, backups, or archiving of electronic files, documents, log files, etc., and any such prohibited use of the Services will result in the termination of Customer's account, with or without notice. Accounts using a large quantity of persistent storage (in excess of 1000 key/value pairs) negatively impact the performance of the server. Little Bird may request that the number or size of key/value pairs be reduced to ensure proper performance or may terminate the Customer's account, with or without notice.
15.4 Unlimited File Transfer. Little Bird does not set arbitrary limits on the amount of visitor traffic an Application can receive or on the amount of content a Customer can upload to his/her/its Application in a given month, nor does Little Bird charge additional fees based on increased use of bandwidth, as long as the Customer's use of the Services complies with these Terms. In most cases, a Customer's Application will be able to support as much traffic as the Customer can legitimately acquire. However, Little Bird reserves the right to limit processor time, bandwidth, processes, or memory in cases where it is necessary to prevent negatively impacting other Customers.
16.3 Force Majeure. Neither party will be liable for inadequate performance to the extent caused by a condition (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance) that was beyond the party's reasonable control.
16.4 No Agency. The parties are independent contractors, and this Agreement does not create an agency, partnership or joint venture.
16.5 No Waiver. Failure to enforce any provision of this Agreement will not constitute a waiver.
16.6 Severability. If any provision of this Agreement is found unenforceable, the balance of the Agreement will remain in full force and effect.
16.7 No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement.
16.8 Equitable Relief. Nothing in this Agreement will limit either party's ability to seek equitable relief.
16.9 Dispute Resolution.
16.11 Entire Agreement. This Agreement is the parties' entire agreement relating to its subject and supersedes any prior or contemporaneous agreements on that subject. The terms located at a URL and referenced in this Agreement are hereby incorporated by this reference.
16.12 Interpretation of Conflicting Terms. If there is a conflict between this Agreement and the terms at a URL, this Agreement will control.
16.13 Counterparts. The parties may enter into this Agreement in counterparts, including facsimile, PDF or other electronic copies, which taken together will constitute one instrument.
- "Admin Console" means the online tool provided by Little Bird to Customer for administering the Service.
- "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.
- "Application(s)" means any web application Customer creates using the Service, including any source code written by Customer to be used with the Service.
- "Brand Features" means the trade names, trademarks, service marks, logos, domain names, and other distinctive brand features of each party, respectively, as secured by such party from time to time.
- "Confidential Information" means information disclosed by a party to the other party under this Agreement that is marked as confidential or would normally be considered confidential under the circumstances. Customer Content is considered Customer's Confidential Information.
- "Control" means control of greater than fifty percent of the voting rights or equity interests of a party.
- "Customer Content" means content provided, generated, transmitted or displayed via the Service by Customer, as well as any content provided by End Users through use of an Application.
- "Documentation" means the Little Bird documentation in the form generally made available by Little Bird to its customers for use with the Service, as may be found here: https://script-ninja.app/docs or such other URL as Little Bird may provide.
- "End Users" means the individuals Customer permits to use the Application.
- "Export Control Laws" means all applicable export and re-export control laws and regulations, including the Export Administration Regulations ("EAR") maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control, and the International Traffic in Arms Regulations ("ITAR") maintained by the Department of State.
- "High Risk Activities" means uses such as the operation of nuclear facilities, air traffic control, or life support systems, where the use or failure of the Service could lead to death, personal injury, or environmental damage.
- "HIPAA" means the Health Insurance Portability and Accountability Act of 1996 as it may be amended from time to time, and its implementing regulations, 45 CFR Parts 160 and 164.
- "Intellectual Property Rights" means current and future worldwide rights under patent law, copyright law, trade secret law, trademark law, moral rights law, and other similar rights.
- "Protected Health Information" means the definition on 45 CFR 160.103, limited to the information created or received by a business associate from on or behalf of a covered entity.
- "Software" means any downloadable tools, software development kits or other such proprietary computer software provided by Little Bird in connection with the Service, which may be downloaded by Customer, and any updates Little Bird may make to such Software from time to time.
- "Taxes" means any duties, customs fees, or taxes (other than Little Bird's income tax) associated with the purchase of the Service, including any related penalties or interest.
- "Terms URL" means the follow https://script-ninja.app/terms or such other URL as Little Bird may provide.
- "Third Party Request" means a request from a third party for records relating to an End User's use of the Services. Third Party Requests can be a lawful search warrant, court order, subpoena, other valid legal order, or written consent from the End User permitting the disclosure.
- "Updates" means the periodic software updates provided by Little Bird to Customer from time to time. Updates are designed to improve, enhance and further develop the Service and may take the form of bug fixes, enhanced functions, new software modules and completely new versions.