Character API License Agreement

This Agreement is a legal agreement between you (either an individual or an entity) ("User") and Media Semantics, Inc. ("Media Semantics"), of 16192 Coastal Highway, Lewes, DE, 19958, for license of the Character API service (the "Software"). This Agreement becomes effective when accepted by you, the User, by subscribing to the Character API service.

1. License Grant.

Media Semantics grants to User a nonexclusive, non-transferable, non-sublicenseable, limited and revocable license to use the Software to create visual imagery ("Content"), to temporarily store said Content as may be necessary for performance, and to display said Content on web pages owned by User, and/or web pages that are under User's direct control. All other uses of the materials, including, but not limited to, print, video, cinema, and television, are not permitted by this agreement. User further agrees to not use the Character API service (or any part or result thereof) in connection with any unlawful, offensive, obscene, pornographic, harassing, libelous or otherwise inappropriate content, material or purpose.

2. Delivery.

The Software will be made available as SaaS via a RESTful API. Subscription and cancellation for the Software may be triggered by User through AWS marketplace. However contractual relationship will be between User and Media Semantics. AWS marketplace acts as a marketplace between both parties and is (among other things) responsible for billing and payment for the Character API services on behalf of Media Semantics according the terms and conditions applicable to the AWS marketplace between User and Amazon. User agrees to make use of the Character API by using the specific URL endpoints provided in the Documentation. Any other Media Semantics endpoints shall not be used by User.

3. Access Credentials.

Any use of the Character API services through Access Credentials issued to Licensee shall be considered use by User. Licensee agrees to take due care in protecting such Access Credentials against misuse by others and to promptly notify Media Semantics about any misuse and loss of Access Credentials. If User breaches the security measures established by Media Semantics, Media Semantics may suspend User's access to the Software. 

4. Term and Termination.

This agreement shall remain in effect until either (a) any material breach of this agreement by Licensee occurs, (b) User's cancellation of the Character API subscription or c) Media Semantics' termination of User's subscription for convenience, which Media Semantics may do at any time without liability to User. Upon termination of this agreement for any reason, Licensee shall discontinue use of the API, and shall remove any Content created using the API from any web page to which it has been deployed by the User.

5. Ownership. 

Without limitation, Media Semantics Inc. owns, and shall continue to own, all intellectual property rights in and to all portions of the Software. The provisions of this Section 2 shall survive the expiration or termination of this Agreement. 

6. Representations. 

Media Semantics shall make reasonable efforts to safeguard any User information uploaded to, or stored on its servers. Text entered into the software, files uploaded to the server, and logs derived from usage of the materials on the User's site, will be considered User information, and will not be made available to any third party. EXCEPT FOR THE LIMITED OBLIGATION SET FORTH ABOVE, THE CHARACTER API SERVICE IS PROVIDED TO THE USER "AS IS" AND MEDIA SEMANTICS EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. MEDIA SEMANTICS DOES NOT WARRANT THAT THE CHARACTER API SERVICE WILL MEET THE USER'S AVAILABILITY REQUIREMENTS OR THAT OPERATION OF WILL BE ERROR-FREE OR UNINTERRUPTED. MEDIA SEMANTICS SHALL NOT BE LIABLE TO THE USER FOR ANY INOPERABILITY OF OR FOR ANY LOSS OF INFORMATION OR OTHER INJURY, DAMAGE OR DISRUPTION OF ANY KIND. ANY USE BY THE USER IS AT THE USER'S OWN RISK. IN NO EVENT WILL MEDIA SEMANTICS BE LIABLE TO THE USER FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION LOSS OF USE, DATA, BUSINESS OR PROFITS OR COSTS OF COVER) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE OR PERFORMANCE OF THE CHARACTER API SERVICE, WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, AND WHETHER OR NOT MEDIA SEMANTICS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE.

7. Miscellaneous. 

If any provision of this Agreement is held to be void, invalid or inoperative, the remaining provisions of this Agreement shall continue in effect and the invalid portion of any provision shall be deemed modified to the least degree necessary to remedy such invalidity while retaining the original intent of the parties. The failure of either party to partially or fully exercise any rights or the waiver of either party of any breach, shall not prevent a subsequent exercise of such right or be deemed a waiver of any subsequent breach of the same or any other term of this Agreement. The User may not assign any of its rights or obligations under this Agreement to any other party. This Agreement sets forth the entire agreement between the parties on this subject matter and supersedes all prior negotiations, understandings and agreements between the parties concerning this subject matter. Any and all disputes pursuant to this Agreement shall be submitted to binding arbitration in the State of Delaware in accordance with the commercial rules of the American Arbitration Association ("AAA") then in effect. Subject to the foregoing sentence, the validity, interpretation, performance and enforcement of this Agreement shall be governed by the laws of the State of Delaware.