XAMARIN, INC. TERMS OF USE

Last Updated: 1.29.13

Introduction

This Terms of Use agreement (“Agreement”) governs your access to and use of the services, websites, and applications (collectively the “Service”) offered by Xamarin, Inc. (“Xamarin,” “we,” or “us”). Your access to and use of the Service is conditioned on your acceptance of and compliance with this Agreement. By accessing or using the Service, including clicking to agree where these options are presented, you agree to be bound by this Agreement. If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such other entity to the Agreement; (ii) you have read and understand the Agreement, and (iii) you accept the terms and conditions of this Agreement on behalf of the entity that you represent. If you do not have the legal authority to bind the entity on whose behalf you are acting, do not click the "I Accept" button or use the Service. Any use or access to the Service by anyone under 13 is strictly prohibited and in violation of this Agreement.

Use of the Service

Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Service. Xamarin reserves all rights not expressly granted herein in the Service and the Content (as defined below). Xamarin may terminate this license at any time for any reason or no reason.

All right, title, and interest in and to the Service (excluding Content provided by you) are and will remain the exclusive property of Xamarin and its licensors. The Service is protected by copyright, trademark, and other laws of the United States and foreign countries. Nothing in this Agreement gives you a right to use the Xamarin name or any of the Xamarin trademarks, logos, domain names, and other distinctive brand features. Any feedback, comments, or suggestions you may provide regarding Xamarin or the Service are entirely voluntary and we will be free to use such feedback, comments or suggestions as we see fit and without any obligation to you.

You are responsible for safeguarding the password that you use to access the Service and for any activities or actions under your password. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. Xamarin will not be liable for any loss or damage arising from your failure to comply with these requirements. By connecting to Xamarin with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials and other data received from that service. By providing Xamarin your email address you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail.

We may, without prior notice, change the Service; stop providing the Service or features of the Service, to you, or to users generally; or we may create usage limits for the Service.

You must not do any of the following while accessing or using the Service: (i) use the Service for any unlawful purposes or for promotion of illegal activities; (ii) post any Content (as defined below) or use the Service in violation of any applicable law (including intellectual property laws, right of privacy or publicity laws, and any laws of a non-U.S. jurisdiction applicable to you), or any contractual or other legal obligation; (iii) post Content that is hateful, abusive, threatening, profane, or otherwise objectionable; (iv) post Content or use the Service to create an impression that you know is incorrect, misleading, or deceptive, including by impersonating others or otherwise misrepresenting your affiliation with a person or entity; (v) publish or post other people's private or personally identifiable information without their express authorization and permission; (vi) use the Service for the purpose of spamming anyone; (vii) publish or link to malicious content intended to damage or disrupt another user's browser or computer or to compromise a your privacy; (viii) access or tamper with non-public areas of the Service, Xamarin's computer systems, or the technical delivery systems of Xamarin's providers; (ix) probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures; (x) access or search or attempt to access or search the Service by any means (automated or otherwise) other than through the currently available, published interfaces that are provided by Xamarin (and only pursuant to those terms and conditions), unless you have been specifically allowed to do so in a separate agreement with Xamarin (crawling the Service is permissible in accordance with these Terms, but scraping the Service without the prior consent of Xamarin except as permitted by these Terms is expressly prohibited); (xi) forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Service to send altered, deceptive or false source-identifying information; or (xii) interfere with or disrupt (or attempt to do so) the access of any you, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Service, or by scripting the creation of Content in such a manner as to interfere with or create an undue burden on the Service.

Xamarin may investigate and/or suspend your account if you violate any of the above policies. Xamarin reserves the right to immediately terminate your account without further notice in the event that, in its judgment, you violate this Agreement.

Your Content

“Content” means any information, text, graphics, or other materials uploaded, downloaded or appearing on the Service. You retain ownership of all Content you submit, post, display, or otherwise make available on the Service.

By submitting, posting or displaying Content on or through the Service, you grant, and you represent and warrant that you have a right to grant, to Xamarin a worldwide, non-exclusive, perpetual, royalty-free license (with the right to sublicense) to use, reproduce, adapt, modify, publish, transmit, perform, display, distribute, and make derivative works of such Content in any and all media or distribution methods (now known or later developed). You agree that this license includes the right for Xamarin to make your Content available to others for the publication, distribution, syndication, or broadcast of such Content on other media and services.

Your Content will be able to be viewed by other you of the Service and through third party services and websites. You should only provide Content that you are comfortable sharing with others under the terms of this Agreement. All Content, whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such Content. We may not monitor or control the Content posted via the Service. We do not endorse, support, represent or guarantee the completeness, truthfulness, accuracy, or reliability of any Content or communications posted via the Service nor does Xamarin endorse any opinions expressed via the Service. Any use or reliance on any Content or materials posted via the Service or obtained by you through the Service is at your own risk. You understand that by using the Service, you may be exposed to Content that might be offensive, harmful, inaccurate or otherwise inappropriate, or postings that have been mislabeled or are otherwise deceptive. Under no circumstances will Xamarin be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available via the Service or broadcast elsewhere.

You are responsible for your use of the Service, for any Content you provide, and for any consequences thereof, including the use of your Content by other users and third party partners. You understand that your Content will be published on the Service and may be republished, and if you do not have the right to submit Content for such use, it may subject you to liability. Xamarin will not be responsible or liable for any use of your Content by Xamarin in accordance with this Agreement. You represent and warrant that you have all the rights, power and authority necessary to grant the rights granted herein to any Content that you submit and that Xamarin’s use of your Content in accordance with this Agreement will not violate any law or infringe the rights of any third party.

The Service may include advertisements, which may be targeted to the Content or information on the Service, or other information. In consideration for Xamarin granting you access to and use of the Service, you agree that Xamarin and its third party providers and partners may place such advertising on the Service or in connection with the display of Content or information from the Service whether submitted by you or others.

We reserve the right at all times (but will not have an obligation) to remove or refuse to distribute any Content on the Service and to terminate your access. We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to (i) satisfy any applicable law, regulation, legal process or governmental request, (ii) enforce this Agreement, including investigation of potential violations hereof, (iii) detect, prevent, or otherwise address fraud, security or technical issues, (iv) respond to you support requests, or (v) protect the rights, property or safety of Xamarin, its users and the public.

Xamarin Component Store

You may use the Xamarin Component Store to browse, download and purchase subscriptions, products, tools and services (collectively "Products"). Some of these Products may be offered by Xamarin, while others may be made available by third parties. You agree that Xamarin is not responsible for any Product that originates from a source other than Xamarin. You agree that you are solely responsible for, and that Xamarin has no responsibility to you or to any third party for, your use of the Xamarin Component Store and/or any third-party Products, any breach of your obligations under this TOU, and for the consequences, including without limitation, loss or damage of any kind which Xamarin may suffer as a result of such use or breach.

You agree that you are solely responsible for all fees associated with purchases you make through the Xamarin Component Store. Xamarin may make available to you various payment methods to facilitate the purchase of Products from the Xamarin Component Store. You agree to abide by any relevant terms that govern the use of the particular payment processing method. Xamarin reserves the right to add or remove payment methods at its sole discretion.

In order to access certain services in the Xamarin Component Store, You may be required to provide information, such as your name, address, and billing details. You agree that any such information you provide to Xamarin will always be accurate, correct and up to date.

Some components of Products may also be governed by applicable open source software licenses. In the event of a conflict between this TOU and any such licenses, the open source software licenses will prevail with respect to those components. NONE OF THE PRODUCTS ARE INTENDED FOR USE IN THE OPERATION OF NUCLEAR FACILITIES, LIFE SUPPORT SYSTEMS, EMERGENCY COMMUNICATIONS, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, OR ANY OTHER SUCH ACTIVITIES IN WHICH CASE THE FAILURE OF THE PRODUCTS COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.

Xamarin may permanently or temporarily stop providing all or a portion of the Xamarin Component Store, or any Products, to you, or to users generally, at Xamarin’s sole discretion, without prior notice to you. If Xamarin disables access to your account, you may be prevented from accessing the Xamarin Component Store, your account information and Products that are stored with your account.

You agree to use the Xamarin Component Store only for purposes that are permitted by the TOU and any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions. You agree to comply with all applicable export controls. By using the Xamarin Component Store, You represent and warrant that you are not prohibited from receiving exports or services under US or other applicable export laws. You agree to comply with all local laws and regulations regarding the download, installation or use of the Products.

You agree that you will not reproduce, duplicate, copy, sell or distribute the Xamarin Component Store. You agree not to attempt to access or access the Xamarin Component Store by any means other than through the interface that is provided by Xamarin, Inc. You specifically agree not to access, or attempt to access, the Xamarin Component Store through any automated means. You agree that you will not engage in any activity that interferes with or disrupts the Xamarin Component Store or the servers and networks which are connected to the Xamarin Component Store. You agree that you will not use any of the Products in a way that interferes or disrupts any servers, networks, or websites operated by Xamarin or any third party.

You agree that Xamarin or third parties own all right, title and interest in and to the Xamarin Component Store and the Products available through the Xamarin Component Store, including without limitation all applicable Intellectual Property Rights in the Products. "Intellectual Property Rights" means any and all rights existing under patent law, copyright law, trade secret law, trademark law, unfair competition law, and any and all other proprietary rights worldwide.

Copyright Policy

Xamarin respects the intellectual property rights of others and expects users of the Service to do the same. We will respond to notices of alleged copyright infringement that comply with applicable law and are properly provided to us. If you believe that your Content has been copied in a way that constitutes copyright infringement, please provide our copyright agent with the following information in accordance with the Digital Millennium Copyright Act: (i) a physical or electronic signature of the copyright owner or a person authorized to act on their behalf; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (iv) your contact information, including your address, telephone number, and an email address; (v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Our designated copyright agent for notice of alleged copyright infringement appearing on the Service is:

    Xamarin, Inc. 
    Attn: Copyright Agent
    430 Pacific Avenue
    San Francisco, CA 94133
    Email: copyright@xamarin.com

We reserve the right to remove Content alleged to be infringing without prior notice and at our sole discretion. Xamarin will terminate your account if you are determined to be a repeat infringer.

Privacy

Xamarin values your privacy. Please review our Privacy Policy xamarin.com/privacy to learn more about how we collect and use information about you via the Service. By using the Service you consent to the transfer of your information to the United States and/or other countries for storage, processing and use by Xamarin.

Third-Party Links

The Service may contain links to third-party websites or resources. You acknowledge and agree that we are not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by Xamarin of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.

Disclaimers; Indemnification

Your access to and use of the Service, third-party Products or any Content is at your own risk. You understand and agree that the Service is provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, COMPANY AND ITS PARTNERS DISCLAIM ANY WARRANTIES, EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Xamarin makes no warranty and disclaims all responsibility and liability for the completeness, accuracy, availability, timeliness, security or reliability of the Service or any content thereon. Xamarin will not be responsible or liable for any harm to your computer system, loss of data, or other harm that results from your access to or use of the Service, third-party Products and any Content. You also agree that Xamarin has no responsibility or liability for the deletion of, or the failure to store or to transmit, any Content and other communications maintained by the Service. Xamarin makes no warranty that the Service will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from Xamarin or through the Service, will create any warranty not expressly made herein.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY AND ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (i) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE SERVICE, THIRD-PARTY PRODUCTS OR CONTENT; (ii) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON THE SERVICE, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS OR THIRD PARTIES; (iii) ANY CONTENT OBTAINED FROM THE SERVICE; AND (iv) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT COMPANY HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.

You agree to defend, indemnify and hold harmless Xamarin and its licensees and licensors, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Service, including any data or Content transmitted or received by you; (ii) your violation of any provision of this Agreement; or (iii) any other party’s access or use of the Service with your username and password or other appropriate security code.

General Terms

These Terms and any action related thereto will be governed by the laws of the State of California without regard to or application of its conflict of law provisions or your state or country of residence. Unless submitted to arbitration as set forth in the following paragraph, all claims, legal proceedings or litigation arising in connection with the Service will be brought solely in San Francisco County, California, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.

For any claim (excluding claims for injunctive or other equitable relief) under this Agreement where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute through binding non-appearance-based arbitration. The party electing such arbitration shall initiate the arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, as selected by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

This Agreement is the entire and exclusive agreement between Xamarin and you regarding the Service (excluding any services for which you have a separate agreement with Xamarin that is explicitly in addition or in place of this Agreement), and this Agreement supersedes and replaces any prior agreements between Xamarin and you regarding the Service. The failure of Xamarin to enforce any right or provision of this Agreement will not be deemed a waiver of such right or provision. In the event that any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions of this Agreement will remain in full force and effect.

Xamarin may provide notices to you via email, written or hard copy notice, or through posting on the Service, as determined by Xamarin in our sole discretion. Xamarin reserves the right to determine the form and means of providing notice to you, provided that you may opt out of certain means of notice as described in this Agreement.

We may revise this Agreement from time to time. The most current version will always be on this page. If in our sole discretion the revision is material, we will notify you as provided in this Agreement at least seven days before the revisions become effective. By continuing to access or use the Service after those revisions become effective, you agree to be bound by the revised Agreement.

The Service is operated and provided by Xamarin, Inc., 430 Pacific Avenue, San Francisco, CA 94133. If you have questions about this Agreement, please contact us at contact@xamarin.com.