End-User License Agreement (“Agreement”)
Last updated: January 06, 2022
Please read this End-User License Agreement carefully before clicking the “I Agree” button, downloading or using miniCal, or any extensions.
Interpretation and Definitions
The words of which the initial letter is capitalized have meanings defined under the following conditions. The following definitions shall have the same meaning regardless of whether they appear in singular or in plural.
For the purposes of this End-User License Agreement:
Agreement means this End-User License Agreement that forms the entire agreement between You and the Company regarding the use of the Application.
Application means the software program provided by the Company downloaded by You to a Device, named miniCal
Company (referred to as either “the Company”, “We”, “Us” or “Our” in this Agreement) refers to miniCal Inc, 874 Potrero Ave, San Francisco, CA 94110.
Content refers to content such as text, images, or other information that can be posted, uploaded, linked to or otherwise made available by You, regardless of the form of that content.
Country refers to: California, United States
Device means any device that can access the Application such as a computer, a cellphone or a digital tablet.
Third-Party Services means any services or content (including data, information, applications and other products services) provided by a third-party that may be displayed, included or made available by the Application.
Developer means an entity or person that develops Extensions for users.
Extensions means a product or service that is downloaded through the miniCal Marketplace, whether free or paid, together with any provided documentation. Extensions include, but are not limited to, development modules, add-ons, language packs, design interfaces, and themes.
Marketplace means the Extension Marketplace at the Company site (see: https://marketplace.minical.io/ ).
Free Extensions means Extensions licensed and distributed on Marketplace or by community members for no charge.
Paid Extensions means Extensions licensed and distributed on Marketplace or by community members for a charge or on a subscription basis.
Software means the proprietary software developed by miniCal designed to implement certain features when integrated with or distributed in conjunction with Developer’s Extension pursuant to this agreement, and all derivatives thereof.
You means the individual accessing or using the Application or the company, or other legal entity on behalf of which such individual is accessing or using the Application, as applicable.
By clicking the “I Agree” button, downloading or using the Application, You are agreeing to be bound by the terms and conditions of this Agreement. If You do not agree to the terms of this Agreement, do not click on the “I Agree” button, do not download or do not use the Application.
This Agreement is a legal document between You and the Company and it governs your use of the Application made available to You by the Company.
The Application is licensed, not sold, to You by the Company for use strictly in accordance with the terms of this Agreement.
Scope of License
The Company grants You a revocable, non-exclusive, non-transferable, limited license to download, install and use the Application and Extensions strictly in accordance with the terms of this Agreement. For Extensions
The license that is granted to You by the Company is solely for your personal, non-commercial purposes strictly in accordance with the terms of this Agreement.
You may download an Extension only once solely and exclusively as an element of your own company name and in connection with the business of your company; and after being downloaded, it cannot be replaced.
You agree not to, and You will not permit others to:
- License, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Application or make the Application available to any third party.
- Copy or use the Application for any purpose other than as permitted under the above section ‘License’.
- Modify, make derivative works of, disassemble, decrypt, reverse compile or reverse engineer any part of the Application.
- Remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of the Company or its affiliates, partners, suppliers or the licensors of the Application.
The Application, including without limitation all copyrights, patents, trademarks, trade secrets and other intellectual property rights are, and shall remain, the sole and exclusive property of the Company.
The Company shall not be obligated to indemnify or defend You with respect to any third party claim arising out of or relating to the Application. To the extent the Company is required to provide indemnification by applicable law, the Company shall be solely responsible for the investigation, defense, settlement and discharge of any claim that the Application or your use of it infringes any third party intellectual property rights.
Any feedback, comments, ideas, improvements or suggestions provided by You to the Company with respect to the Application shall remain the sole and exclusive property of the Company.
The Company shall be free to use, copy, modify, publish, or redistribute the Suggestions for any purpose and in any way without any credit or any compensation to You.
- Company’s Right to use Your Content. Company may use Your Content in a number of different ways, including publicly displaying it, reformatting it, incorporating it into advertisements and other works, creating derivative works from it, promoting it, and distributing it. As such, You hereby grant us the following licenses:
(a) a nonexclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty-free license, with the right to sublicense through multiple levels of sublicenses, under your intellectual property rights, to make, use, have made, sell, offer to sell, copy, reproduce, distribute, publicly perform, publicly display, digitally transmit, modify, create derivative works of, import, and otherwise exploit, any suggestions or feedback you provide to us that result in modifications, improvements or enhancements to the Marketplace.
(b) a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the miniCal Marketplace any suggestions, enhancement requests, recommendations or other feedback provided by you relating to the operation of the miniCal Marketplace.
Modifications to the Application
The Company reserves the right to modify, suspend or discontinue, temporarily or permanently, the Application or any service to which it connects, with or without notice and without liability to You.
Updates to the Application
The Company may from time to time provide enhancements or improvements to the features/functionality of the Application, which may include patches, bug fixes, updates, upgrades and other modifications.
Updates may modify or delete certain features and/or functionalities of the Application. You agree that the Company has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Application to You.
You further agree that all updates or any other modifications will be (i) deemed to constitute an integral part of the Application, and (ii) subject to the terms and conditions of this Agreement.
Maintenance and Support
The Company does not provide any maintenance or support for the download and use of the Application. To the extent that any maintenance or support is required by applicable law, the Company shall be obligated to furnish any such maintenance or support.
The Application may display, include or make available third-party content (including data, information, extensions, applications and other products services) or provide links to third-party websites or services.
You acknowledge and agree that the Company shall not be responsible for any Third-party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality or any other aspect thereof. The Company does not assume and shall not have any liability or responsibility to You or any other person or entity for any Third-party Services. Company has no obligation to provide updates or upgrades to any Third-Party products or services.
You must comply with applicable Third parties’ Terms of agreement when using the Application or Marketplace. Third-party Services and links thereto are provided solely as a convenience to You and You access and use them entirely at your own risk and subject to such third parties’ Terms and conditions. If there is a conflict between this Agreement and the terms posted for or applicable to a specific portion of the Marketplace or for any service offered by a Third-Party Service Provider on or through the Marketplace, this Agreement shall control with respect to your use of that portion of the Marketplace or the specific service.
Company’s obligations, if any, with regard to its products and services are governed solely by the agreements pursuant to which they are provided, and nothing on the miniCal Marketplace should be construed to alter such agreements.
Fees and Taxes
You will pay for all Paid Extensions You purchase from or subscribe to through the Marketplace. You authorize Company to charge and store your payment method(s) for any Paid Extensions purchased from or subscribed to through the Marketplace, including for any additional amounts (including any taxes and late fees, as applicable) that may be accrued by or in connection with your account. In addition, you authorize Company to automatically charge your payment method(s) upon renewal until you cancel in accordance with this Agreement. You are responsible for the timely payment of all fees and for providing Company with a valid payment method for payment of all fees, failure to do so may otherwise limit or disable your access to the paid extensions without further notice to you.
Your total price will include the price of the Paid Extension (inclusive of the subscription fee for the Paid Extension, as applicable) plus any applicable tax; such tax is based on the bill-to address and the tax rate in effect at the time you download the Paid Extension.
Company is responsible for handling all refunds and refund requests pertaining to the Developer’s Extensions paid through the Marketplace. You will have twenty (20) days from the date of delivery of the Paid Extension to request a refund. Company has discretion to issue a credit or refund to you in the event that miniCal determines that such credit or refund is appropriate.
Company does not provide price protection or refunds for Paid Extensions in the event of a price reduction or promotional offering. If a Paid Extension becomes unavailable following your payment but prior to download, your sole remedy is a refund. If technical problems prevent or unreasonably delay delivery of your Paid Extension, your exclusive and sole remedy is either replacement or refund of the amount paid for such Paid Extension, as determined by Company.
Term and Termination
This Agreement shall remain in effect until terminated by You or the Company. The Company may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice.
This Agreement will terminate immediately, without prior notice from the Company, in the event that you fail to comply with any provision of this Agreement. You may also terminate this Agreement by deleting the Application and all copies thereof from your Device or from your computer.
Upon termination of this Agreement, You shall cease all use of the Application and delete all copies, modifications and merged portions in any form, including any copy in your computer memory or a hard disk, of the Application and extensions from your Device. You will lose all access to the Application, the Marketplace, any data stored thereon, and your account name and content. Company will not be responsible to you or any third party for any damages that may result or arise out of such termination or suspension of your account and/or access to the Application.
Termination of this Agreement will not limit any of the Company’s rights or remedies at law or in equity in case of breach by You (during the term of this Agreement) of any of your obligations under the present Agreement.
You agree to indemnify and hold the Company and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (if any) harmless from any claim or demand, including reasonable attorneys’ fees, due to or arising out of your: (a) use of the Application; (b) violation of this Agreement or any law or regulation; or (c) violation of any right of a third party.
The Application is provided to You “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Application, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Application will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.
Without limiting the foregoing, neither the Company nor any of the company’s provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Application, or the information, content, and materials or products included thereon; (ii) that the Application will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Application; or (iv) that the Application, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.
Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law. To the extent any warranty exists under law that cannot be disclaimed, the Company shall be solely responsible for such warranty.
Limitation of Liability
Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Agreement and your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You for the Application or through the Application or 100 USD if You haven’t purchased anything through the Application.
To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Application, third-party software and/or third-party hardware used with the Application, or otherwise in connection with any provision of this Agreement), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.
Some states/jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to You.
Severability and Waiver
If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.
Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Agreement shall not effect a party’s ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.
The Company does not make any warranties concerning the Application.
United States Legal Compliance
You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.
Changes to this Agreement
The Company reserves the right, at its sole discretion, to modify or replace this Agreement at any time. If a revision is material we will provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at the sole discretion of the Company.
By continuing to access or use the Application after any revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, You are no longer authorized to use the Application.
The laws of the Country, excluding its conflicts of law rules, shall govern this Agreement and your use of the Application. Your use of the Application may also be subject to other local, state, national, or international laws.
The Agreement constitutes the entire agreement between You and the Company regarding your use of the Application and supersedes all prior and contemporaneous written or oral agreements between You and the Company.
You may be subject to additional terms and conditions that apply when You use or purchase other Company’s services, which the Company will provide to You at the time of such use or purchase.
If you have any questions about this Agreement, You can contact Us:
- By email: [email protected]