Terms and Conditions
This is the Swarm Software Development Kit License Agreement.


1. Introduction 

1.1 The Swarm Software Development Kit (referred to in this License Agreement as the "SDK" and specifically including the Swarm system files, packaged APIs, packaged libraries, packaged documentation, and Swarm APIs add-ons) is licensed to you subject to the terms of this License Agreement. This License Agreement forms a legally binding contract between you and SwarmConnect in relation to your use of the SDK. 

1.2 "SwarmConnect" means Swarm, LLC, a Florida limited liability company with principal place of business at 1900 N Bayshore Drive, Miami, FL 33132, United States.


2. Accepting this License Agreement 

2.1 In order to use the SDK, you must first agree to this License Agreement. You may not use the SDK if you do not accept this License Agreement. 

2.2 You can accept this License Agreement by: 

(A) clicking to accept or agree to this License Agreement, where this option is made available to you; or 

(B) by actually using the SDK. In this case, you agree that use of the SDK constitutes acceptance of the Licensing Agreement from that point onwards. 

2.3 You may not use the SDK and may not accept the Licensing Agreement if you are a person barred from receiving the SDK under the laws of the United States or other countries including the country in which you are resident or from which you use the SDK. 

2.4 If you are agreeing to be bound by this License Agreement on behalf of your employer or other entity, you represent and warrant that you have full legal authority to bind your employer or such entity to this License Agreement. If you do not have the requisite authority, you may not accept the Licensing Agreement or use the SDK on behalf of your employer or other entity. 



3. SDK License from SwarmConnect 

3.1 Subject to the terms of this License Agreement, SwarmConnect grants you a limited, worldwide, royalty-free, non-assignable and non-exclusive license to use the SDK solely to develop applications to run on the Swarm platform. 

3.2 You agree that SwarmConnect or third parties own all legal right, title and interest in and to the SDK, including any Intellectual Property Rights that subsist in the SDK. "Intellectual Property Rights" means any and all rights under patent law, copyright law, trade secret law, trademark law, and any and all other proprietary rights. SwarmConnect reserves all rights not expressly granted to you. 

3.3 Except to the extent required by applicable third party licenses, you may not copy (except for backup purposes), modify, adapt, redistribute, decompile, reverse engineer, disassemble, or create derivative works of the SDK or any part of the SDK. Except to the extent required by applicable third party licenses, you may not load any part of the SDK onto a mobile handset or any other hardware device except a personal computer, combine any part of the SDK with other software, or distribute any software or device incorporating a part of the SDK. 

3.4 Use, reproduction and distribution of components of the SDK licensed under an open source software license are governed solely by the terms of that open source software license and not this License Agreement. 

3.5 You agree that the form and nature of the SDK that SwarmConnect provides may change without prior notice to you and that future versions of the SDK may be incompatible with applications developed on previous versions of the SDK. You agree that SwarmConnect may stop (permanently or temporarily) providing the SDK (or any features within the SDK) to you or to users generally at SwarmConnect sole discretion, without prior notice to you. 

3.6 Nothing in this License Agreement gives you a right to use any of SwarmConnect's trade names, trademarks, service marks, logos, domain names, or other distinctive brand features. 

3.7 You agree that you will not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the SDK. 



4. Use of the SDK by You 

4.1 SwarmConnect agrees that it obtains no right, title or interest from you (or your licensors) under this License Agreement in or to any software applications that you develop using the SDK, including any intellectual property rights that subsist in those applications. 

4.2 You agree to use the SDK and write applications only for purposes that are permitted by (a) this License Agreement and (b) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries). 

4.3 You agree that if you use the SDK to develop applications for general public users, you will protect the privacy and legal rights of those users. If the users provide you with user names, passwords, or other login information or personal information, you must make the users aware that the information will be available to your application, and you must provide legally adequate privacy notice and protection for those users. If your application stores personal or sensitive information provided by users, it must do so securely. If the user provides your application with Swarm Account information, your application may only use that information to access the user's Swarm Account when, and for the limited purposes for which, the user has given you permission to do so. 

4.4 You agree that you will not engage in any activity with the SDK, including the development or distribution of an application, that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of any third party including, but not limited to, SwarmConnect or any mobile communications carrier. 

4.5 You agree that you are solely responsible for (and that SwarmConnect has no responsibility to you or to any third party for) any data, content, or resources that you create, transmit or display through the Swarm platform and/or applications for the Swarm platform, and for the consequences of your actions (including any loss or damage which SwarmConnect may suffer) by doing so. 

4.6 You agree that you are solely responsible for (and that SwarmConnect has no responsibility to you or to any third party for) any breach of your obligations under this License Agreement, any applicable third party contract or Terms of Service, or any applicable law or regulation, and for the consequences (including any loss or damage which SwarmConnect or any third party may suffer) of any such breach. 



5. Your Developer Credentials 

5.1 You agree that you are responsible for maintaining the confidentiality of any developer credentials that may be issued to you by SwarmConnect or which you may choose yourself and that you will be solely responsible for all applications that are developed under your developer credentials. 



6. Privacy and Information 

6.1 In order to continually innovate and improve the SDK, SwarmConnect may collect certain usage statistics from the software including but not limited to a unique identifier, associated IP address, version number of the software, and information on which tools and/or services in the SDK are being used and how they are being used.

6.2 The data collected is examined in the aggregate to improve the SDK and is maintained in accordance with SwarmConnectÂ’s Privacy Policy. 



7. Third Party Applications for the Swarm Platform 

7.1 If you use the SDK to run applications developed by a third party or that access data, content or resources provided by a third party, you agree that SwarmConnect is not responsible for those applications, data, content, or resources. You understand that all data, content or resources which you may access through such third party applications are the sole responsibility of the person from which they originated and that SwarmConnect is not liable for any loss or damage that you may experience as a result of the use or access of any of those third party applications, data, content, or resources. 

7.2 You should be aware the data, content, and resources presented to you through such a third party application may be protected by intellectual property rights which are owned by the providers (or by other persons or companies on their behalf). You may not modify, rent, lease, loan, sell, distribute or create derivative works based on these data, content, or resources (either in whole or in part) unless you have been specifically given permission to do so by the relevant owners. 

7.3 You acknowledge that your use of such third party applications, data, content, or resources may be subject to separate terms between you and the relevant third party. In that case, this License Agreement does not affect your legal relationship with these third parties. 



8. Using Swarm APIs 

8.1 SwarmConnect Data APIs 

8.1.1 If you use any API to retrieve data from SwarmConnect, you acknowledge that the data may be protected by intellectual property rights which are owned by SwarmConnect or those parties that provide the data (or by other persons or companies on their behalf). Your use of any such API may be subject to additional Terms of Service. You may not modify, rent, lease, loan, sell, distribute or create derivative works based on this data (either in whole or in part) unless allowed by the relevant Terms of Service. 

8.1.2 If you use any API to retrieve a user's data from SwarmConnect, you acknowledge and agree that you shall retrieve data only with the user's explicit consent and only when, and for the limited purposes for which, the user has given you permission to do so. 



9. Swarm Coins 

9.1 The Swarm SDK allows both developers and users to use Swarm Coins.  All Swarm Coins are created by, and the sole property of, SwarmConnect.  Swarm Coins have no (zero) cash value.  Swarm Coins are not transferrable.  Swarm coins are not refundable.  Swarm Coins may not be used to pay for any debts public or private. SwarmConnect makes no guarantee that Swarm Coins will be available in any capacity and SwarmConnect reserves the right to remove Swarm Coins from any developer or any user at any time.



10. Terminating this License Agreement 

10.1 This License Agreement will continue to apply until terminated by either you or SwarmConnect as set out below. 

10.2 If you want to terminate this License Agreement, you may do so by ceasing your use of the SDK and any relevant developer credentials. 

10.3 SwarmConnect may at any time, terminate this License Agreement with you if: 

(A) you have breached any provision of this License Agreement; or 

(B) SwarmConnect is required to do so by law; or 

(C) the partner with whom SwarmConnect offered certain parts of SDK (such as APIs) to you has terminated its relationship with SwarmConnect or ceased to offer certain parts of the SDK to you; or 

(D) SwarmConnect decides to no longer providing the SDK or certain parts of the SDK to users in the country in which you are resident or from which you use the service, or the provision of the SDK or certain SDK services to you by SwarmConnect is, in SwarmConnect's sole discretion, no longer commercially viable. 

10.4 When this License Agreement comes to an end, all of the legal rights, obligations and liabilities that you and SwarmConnect have benefited from, been subject to (or which have accrued over time whilst this License Agreement has been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 14.7 shall continue to apply to such rights, obligations and liabilities indefinitely. 



11. DISCLAIMER OF WARRANTIES 

11.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SDK IS AT YOUR SOLE RISK AND THAT THE SDK IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND FROM SWARMCONNECT. 

11.2 YOUR USE OF THE SDK AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SDK IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE. 

11.3 SWARMCONNECT FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. 



12. LIMITATION OF LIABILITY 

12.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT SWARMCONNECT, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT SWARMCONNECT OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. 



13. Indemnification 

13.1 To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless SwarmConnect, its affiliates and their respective directors, officers, employees and agents from and against any and all claims, actions, suits or proceedings, as well as any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys fees) arising out of or accruing from (a) your use of the SDK, (b) any application you develop on the SDK that infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy, and (c) any non-compliance by you with this License Agreement. 



14. Changes to the License Agreement 

14.1 SwarmConnect may make changes to the License Agreement as it distributes new versions of the SDK. When these changes are made, SwarmConnect will make a new version of the License Agreement available on the website where the SDK is made available. 



15. General Legal Terms 

15.1 This License Agreement constitute the whole legal agreement between you and SwarmConnect and govern your use of the SDK (excluding any services which SwarmConnect may provide to you under a separate written agreement), and completely replace any prior agreements between you and SwarmConnect in relation to the SDK. 

15.2 You agree that if SwarmConnect does not exercise or enforce any legal right or remedy which is contained in this License Agreement (or which SwarmConnect has the benefit of under any applicable law), this will not be taken to be a formal waiver of SwarmConnect's rights and that those rights or remedies will still be available to SwarmConnect. 

15.3 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this License Agreement is invalid, then that provision will be removed from this License Agreement without affecting the rest of this License Agreement. The remaining provisions of this License Agreement will continue to be valid and enforceable. 

15.4 You acknowledge and agree that each member of the group of companies of which SwarmConnect is the parent shall be third party beneficiaries to this License Agreement and that such other companies shall be entitled to directly enforce, and rely upon, any provision of this License Agreement that confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to this License Agreement. 

15.5 EXPORT RESTRICTIONS. THE SDK IS SUBJECT TO UNITED STATES EXPORT LAWS AND REGULATIONS. YOU MUST COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS AND REGULATIONS THAT APPLY TO THE SDK. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS, END USERS AND END USE. 

15.6 The rights granted in this License Agreement may not be assigned or transferred by either you or SwarmConnect without the prior written approval of the other party. Neither you nor SwarmConnect shall be permitted to delegate their responsibilities or obligations under this License Agreement without the prior written approval of the other party. 

15.7 This License Agreement, and your relationship with SwarmConnect under this License Agreement, shall be governed by the laws of the State of California without regard to its conflict of laws provisions. You and SwarmConnect agree to submit to the exclusive jurisdiction of the courts located within the county of Miami-Dade, Miami to resolve any legal matter arising from this License Agreement. Notwithstanding this, you agree that SwarmConnect shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction. 


The Swarm SDK includes Tapjoy, LLC's SDK as a compiled component.  By downloading and using the Swarm SDK, you agree to the Tapjoy SDK Terms of Service below.

TAPJOY SDK DOWNLOAD LICENSE AGREEMENT
BY USING THE SDK, YOU AND THE COMPANY OR ENTITY THAT YOU REPRESENT ("YOU") ARE AGREEING TO BE BOUND BY AND ARE BECOMING A PARTY TO THIS TAPJOY SDK LICENSE AGREEMENT ("AGREEMENT"). IF YOU DO NOT AGREE TO ALL OF THE TERMS OF THIS AGREEMENT, CLICK THE "CANCEL" BUTTON AND THE DOWNLOAD AND INSTALLATION PROCESS WILL NOT CONTINUE. IF THESE TERMS ARE CONSIDERED AN OFFER, ACCEPTANCE IS EXPRESSLY LIMITED TO THESE TERMS.
GRANT. Subject to Your compliance with all of the terms and conditions of this Agreement, Tapjoy, Inc. ("Tapjoy") hereby grants You (i) if you are a publisher, a limited, personal, non-sublicensable, non-transferable, royalty-free, nonexclusive license to copy, install and use the SDK development kit that You are about to download along with any documentation that accompanies it (collectively, the "SDK") solely for the purpose of internally creating end user mobile (including tablet) applications ("Application(s)") that are interoperable with the Tapjoy service (as such service is described at www.Tapjoy.com) (the "Service"), and (ii) if you are an advertiser, a limited, personal, non-sublicensable, non-transferable, royalty-free, nonexclusive license to copy, install and use the SDK solely for the purpose of advertising with the Tapjoy Service. You may exercise the foregoing license only within and for the benefit of Your organization. You shall not distribute the SDK to any third party.
RESTRICTIONS. You shall not, directly or indirectly (or allow any third party to): use the SDK to create (or facilitate the creation of) any product or service that is competitive (in any way) with the Service; use the SDK for any commercial purpose (except to the extent, if you are a publisher, your Application(s) are considered to have a "commercial purpose"); rent or lease the SDK; use the SDK for timesharing or service bureau purposes, or otherwise for the benefit of third parties; use the SDK for performing comparisons or other "benchmarking" activities, either alone or in connection with any software (and You will not publish any such performance information or comparisons); use the SDK except as expressly licensed above; or remove or alter or obscure any proprietary notices from the SDK. Further, if Tapjoy makes available and You use the SDK in compiled form, You shall not decompile, reverse engineer, modify or create derivative works of the SDK (including the runtime components and any other portions thereof).
OWNERSHIP; FEEDBACK. As between the parties, title, ownership rights, and intellectual property rights in and to the SDK, and any copies or portions thereof, shall remain in Tapjoy and its suppliers or licensors. You agree that Tapjoy may collect and use comments, feedback, suggestions and other technical information provided by you, if any, related to the SDK, and that Tapjoy may use this information to improve, develop and otherwise provide applications, services and technologies. You understand that Tapjoy may modify or discontinue offering the SDK at any time. The SDK is protected by the copyright laws of the United States and international copyright treaties. Tapjoy reserves all rights in the SDK not expressly licensed above.
SUPPORT AND UPGRADES. If Tapjoy provides You with any upgrades, patches, enhancements, or fixes for the SDK, then the items that are provided will become part of the SDK and subject to this Agreement. Tapjoy shall have no obligation, however, under this Agreement to provide any upgrades, patches, enhancements, fixes or any other support to You for the SDK. Tapjoy may make such support services available to You under a separate agreement for a fee.
INDEMNITY. You agree that Tapjoy shall have no liability whatsoever for any use You make of the SDK. You hereby agree to indemnify and hold harmless Tapjoy from any and all claims, demands, damages, losses, liabilities, costs, and expenses (including attorney's fees) arising from Your use of the SDK.
WARRANTY AND DISCLAIMER. TAPJOY PROVIDES THE SDK "AS IS" AND WITHOUT WARRANTY OF ANY KIND, AND TAPJOY HEREBY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE, ACCURACY, RELIABILITY, AND NON-INFRINGEMENT. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT.
LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES (AND UNDER NO LEGAL THEORY, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL TAPJOY OR ITS LICENSORS OR SUPPLIERS BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY: (I) DIRECT, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER, EVEN IF FORESEEABLE, INCLUDING, WITHOUT LIMITATION, COST OF SUBSTITUTE TECHNOLOGY, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, LOSS OF DATA, COMPUTER FAILURE OR MALFUNCTION, (II) AMOUNTS IN THE AGGREGATE IN EXCESS OF US$100.00, OR (III) MATTERS BEYOND THEIR REASONABLE CONTROL.
TERMINATION. You may terminate this Agreement and the license granted herein at any time by destroying or removing from all hard drives, networks, and other storage media all copies of the SDK. Tapjoy may terminate this Agreement and the license granted herein immediately if You breach any provision of this Agreement. Upon receiving notice of termination from Tapjoy You agree to destroy or remove from such storage media all copies of the SDK. Sections 2 through 12 shall survive termination of this Agreement.
EXPORT CONTROLS. You shall comply with all export laws and restrictions and regulations of the Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control ("OFAC"), or other United States or foreign agency or authority, and not to export, or allow the export or re-export of the SDK in violation of any such restrictions, laws or regulations. By downloading or using the SDK, You are agreeing to the foregoing and You are representing and warranting that You are not located in, under the control of, or a national or resident of any restricted country or on any such list.
U.S. GOVERNMENT RESTRICTED RIGHTS. Use, duplication or disclosure by the Government is subject to restrictions set forth in subparagraphs (a) through (d) of the Commercial Computer-Restricted Rights clause at FAR 52.227-19 when applicable, or in subparagraph (c) (1) (ii) of the Rights in Technical Data and Computer Software clause in DFARS 252.227-7013, and in similar clauses in the NASA FAR Supplement.
MISCELLANEOUS. You shall not assign or transfer any part of this Agreement to any third party. This Agreement represents the complete agreement concerning this license between the parties and supersedes all prior agreements and representations between them. It may be amended only by a writing executed by both parties. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. This Agreement shall be governed by and construed under California law as such law applies to agreements between California residents entered into and to be performed within California. Any disputes arising from this Agreement shall be subject to the sole and exclusive jurisdiction of, and venue in, the state and Federal Courts located in San Francisco, California (and the You hereby consent and submit to such jurisdiction and venue). The prevailing party in any action or proceeding to enforce this Agreement will be entitled to costs and attorneys' fees.
Tapjoy, Inc. 
111 Sutter Street, 13th Floor 
San Francisco, CA 94104