This AccommodationCalendar End-User License Agreement ("Agreement") is a legal agreement between you (a single entity) and AccommodationCalendar.com ("AccommodationCalendar") for use of any AccommodationCalendar Calendar Widget (as defined below). By copying or otherwise using the AccommodationCalendar Calendar Widgets you agree to be bound by the terms of this Agreement. AccommodationCalendar may modify the terms of the Agreement at any time with or without notice. If you do not agree to the terms of this Agreement, please do not copy or otherwise use this calendar service.
The "AccommodationCalendar Widgets" are graphic and text availability calendar widgets comprised of static elements and dynamic elements. Each AccommodationCalendar Widget is licensed as a single unit and its component parts may not be separated for individual use apart from the AccommodationCalendar Widget.
As a condition of your use of any AccommodationCalendar Widget, you agree as follows:
1.1 The AccommodationCalendar Widget may only be downloaded and displayed on a Qualified Website. A "Qualified Website" means your website must be a travel related website.
1.2 AccommodationCalendar grants you a limited, non-transferable, personal, royalty-free, non-exclusive license solely to download and display the AccommodationCalendar Widgets on your Qualified WebSite. The foregoing license is non-sublicensable, with the limited exception that you may sub-license it to third party website designers, webmasters and other providers of similar services, for the sole purpose of enabling such providers to assist you in downloading and displaying the AccommodationCalendar Widgets on your Qualified WebSite and provided that such providers will be subject to the same obligations as you under this Agreement.
1.3 Except as permitted in Section 1.2, you agree not to sell, assign, rent, lease, lend, distribute, export, act as an intermediary or provider, or otherwise grant rights to third parties with regard to the AccommodationCalendar Widgets or any part thereof, whether by operation of law or otherwise.
1.4 You will not cause, permit or authorize any modification of the AccommodationCalendar Widgets, which includes separation into component parts or creation of derivative works, or prevent the AccommodationCalendar advertisement or "powered by" footer text from being clearly visible on your website.
1.5 All right, title, and interest in and to the AccommodationCalendar Widget, including all intellectual property rights therein, shall remain the exclusive property of AccommodationCalendar and/or its licensors. You acknowledge and agree that the AccommodationCalendar Widgets are licensed, not sold.
2. Use of AccommodationCalendar's Widget
YOU MAY NOT DIRECTLY OR INDIRECTLY ATTEMPT TO RE-SELL, REDISTRIBUTE, SYNDICATE OTHERWISE COMMERCIALIZE THE ACCOMMODATIONCALENDAR WIDGETS OR ACCOMMODATIONCALENDAR CONTENT IN ANY WAY WITHOUT THE EXPRESSED PERMISSION OF ACCOMMODATIONCALENDAR.
3. Representations and Warranties
3.1 You represent and warrant to AccommodationCalendar that: (i) you have full power and authority to enter into this Agreement; and (ii) the execution of this Agreement, and performance of its obligations hereunder, will not constitute a breach or default of or otherwise violate any agreement to which you are a party or violate any rights of any third parties arising therefrom; and (iii) you will comply with all local, state and federal laws, ordinances, regulations and orders with respect to your performance under this Agreement.
3.2 You shall not, and shall not allow or authorize any third party to, use or display a AccommodationCalendar Widget on any website that, in AccommodationCalendar's sole opinion, falls into any one or more of the following categories: sites that incite hatred or discriminate against any specific social group or exploit persons whether based on race, religion, gender, sexuality or any other attribute or belief; sites that promote, encourage or facilitate violence, disruptive behavior, terrorism or illegal activity, including activities that risk national security; sites which are unsuitable for family viewing or are misleading, libelous, pornographic, or defamatory, or which promote or make available otherwise objectionable content; or sites that disparage or in any manner tarnish or diminish the image or reputation of AccommodationCalendar or its affiliates.
3.3 You shall not, and shall not allow or authorize any third party to, remove, deface, obscure, or alter AccommodationCalendar's copyright notice, trademarks or other proprietary rights notices affixed to or provided as a part of the AccommodationCalendar Widget or any other content, materials and documentation provided hereunder.
4.1 You agree to defend and indemnify AccommodationCalendar, its subsidiaries and corporate affiliates and/or their respective suppliers and any of their officers, directors, employees and agents from and against any claims, causes of action, demands, recoveries, losses, damages, fines, penalties or other costs or expenses of any kind or nature including but not limited to reasonable legal and accounting fees, brought by third parties as a result of your: (i) breach of this Agreement or any documents referenced herein, if any; (ii) violation of any law or the rights of a third party; or (iii) use of this website.
5. Disclaimer and Limitation of Liability
5.1 Although the purpose of the AccommodationCalendar Widgets is to provide a 100% reliable and accurate display of your iCal/ICS calendar file, AccommodationCalendar Widgets are made available by AccommodationCalendar on an "as is" and "as available" basis and AccommodationCalendar disclaims all implied warranties, whether express, implied, statutory or otherwise, including but not limited to the implied warranties of merchantability, fitness for a particular use, non-infringement, quality, compatibility, and accuracy regarding any AccommodationCalendar Widget, the AccommodationCalendar website and any content thereon.
5.2 TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL ACCOMMODATIONCALENDAR BE LIABLE TO YOU FOR ANY LOSS OR DAMAGE, INCLUDING WITHOUT LIMITATION, LOST REVENUE, PROFITS OR DATA, OR FOR SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, ARISING OUT OF OR RELATED TO ANY OF THE ACCOMMODATIONCALENDAR WIDGETS, THE ACCOMMODATIONCALENDAR WEBSITE, AND ANY AND ALL CONTENT ON, OWNED, LICENSED, OR DISPLAYED BY ACCOMMODATIONCALENDAR ON THE ACCOMMODATIONCALENDAR WEBSITE, OR ANY VIRUS OR OTHER CONTAMINATION OR ANY USE OR UNAVAILABILITY OF THE ACCOMMODATIONCALENDAR WIDGETS, AACCOMMODATIONCALENDAR WEBSITE OR ANY CONTENT THEREON, EVEN IF ACCOMMODATIONCALENDAR AND/OR ITS AFFILIATES AND /OR LICENSORS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
6.1 You may terminate this Agreement and the license granted herein at any time by removing all copies of the AccommodationCalendar Widget from your Site, all hard drives, networks and other storage media.
6.2 AccommodationCalendar may restrict, suspend or terminate any of the AccommodationCalendar Widgets, the Agreement, the license granted herein or your access to any AccommodationCalendar Widget or AccommodationCalendar website at any time with or without reason. You agree to remove all copies of any AccommodationCalendar Widget in use upon receiving notice of termination from AccommodationCalendar.
6.3 Sections 1.5 and 7 will survive any cancellation or termination of this Agreement.
7.1 In the event you receive any inquiries which relate to AccommodationCalendar or AccommodationCalendar Widget, contact us promptly with such enquiries at: email@example.com.
7.2 This Agreement supersedes all prior agreements, arrangements and understandings between the parties concerning its subject matter. Each of the parties acknowledges that it has not relied on any statement made by the other in the course of entering into this Agreement.
7.3 If either party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys' fees. This Agreement shall be construed and controlled by the laws of the Province of British Columbia, and the parties? further consent to exclusive jurisdiction and venue in the federal courts sitting in Vancouver, BC. Each party waives all defenses of lack of personal jurisdiction and forum non conveniens. Process may be served on either party in the manner authorized by applicable law or court rule. Any failure or delay by AccommodationCalendar in exercising its rights under any provisions of this Agreement shall not be construed as a waiver of those rights at any time now or in the future.