ASUS Cloud Corporation. (“ASUS Cloud”) reserves the right to update and change, from time to time, the Terms and all documents incorporated by reference. ASUS Cloud may change the Terms by posting a new version without notice to you. Use of the Creative Cloud APIs after such change constitutes acceptance of such changes.
The Creative Cloud APIs are owned by ASUS Cloud and are licensed to you on a worldwide, non-exclusive, non-sublicenseable basis on the terms and conditions set forth herein. ASUS Cloud grants you a license to use the Creative Cloud APIs solely for the purpose of enabling Users to use your Apps to access their files and folders stored on ASUS WebStorage. No license is granted with respect to any rights to patents, copyrights, trade secrets, trademarks, or any other rights in respect to the Creative Cloud APIs. All rights not expressly granted to you are reserved by ASUS Cloud.
Your use of the Creative Cloud APIs is subject to the following limitations:
- You shall not use the Creative Cloud APIs in any manner or for any purpose that violates any law or regulation, any right of any person, including but not limited to intellectual property rights, rights of privacy, or rights of personality, or in any manner inconsistent with the Terms.
- You shall not use the Creative Cloud APIs to create or enable any App in conjunction with any malware, spyware, adware, other malicious programs or code.
- You shall not use Creative Cloud APIs to operate public facilities, life support, or other mission critical applications where human life or property may be at stake. You understand that the Creative Cloud APIs are not designed for such purposes and that their failure in such cases could lead to death, personal injury, or severe property or environmental damage for which ASUS Cloud is not responsible.
- You shall not sell, lease, rent, redistribute or sublicense the Creative Cloud APIs without ASUS Cloud's prior written permission.
- You shall not use the Creative Cloud APIs to enable a App with features that directly or indirectly competes with or replicate the user experience of products or services offered by ASUS Cloud, as determined by ASUS Cloud in its sole discretion.
- You shall not use the Creative Cloud APIs to enable a App that offer or promote services that may be damaging to, disparaging of or otherwise detrimental to ASUS Cloud or its licensors, licensees, affiliates and partners.
- You shall not publish any WebStorage information including but not limited to statistics of User and User Data without ASUS Cloud's prior written permission.
- You shall not use the Creative Cloud APIs in any advertisements or for purposes of targeting advertisements (whether such advertisement appear in your App or elsewhere).
- You shall not use the Creative Cloud APIs for purposes of monitoring the availability, performance, or functionality of any of ASUS Cloud’s products and services or for any other benchmarking or competitive purposes.
User Data Usage Limitations
You should respect the privacy of User Data, and your use of User Data is subject to the following limitations:
- Your App may not access, store, publish, or share any User Data, unless expressly authorized by the User.
- Your App may not publish, cache, store, or share in any manner the WebStorage ID or password of a User, unless expressly authorized by the User.
- Your App must incorporate proper security measures to protect User Data and must be updated regularly to fix or prevent security breaches.
- Without a separate written agreement from ASUS Cloud, you shall not use the Creative Cloud APIs to aggregate accounts of multiple Users.
- Your App must allow users to easily terminate their subscription to your App, and upon such termination request by a User, your App must stop access Creative Cloud APIs immediately on behalf of the User and remove all User Data made available to you by the User.
You and your App must comply with the following security terms:
- You shall not interfere with or disrupt the access of any user, host or network of WebStorage services.
- You shall not probe, scan, or test the vulnerability of the WebStorage systems or network, or breach any security or authentication measures. Any attempt to bypass, remove, or impair any technological measure implemented by ASUS Cloud or any other third parties (including another user) to protect the WebStorage service is prohibited.
- You shall not decipher, decompile, disassemble or reverse engineer any of the software, service, or keys provided as part of Creative Cloud APIs.
- You shall not use any robot, spider, site search/retrieval tools, or other device to retrieve or index any portion of WebStorage services or collect User Data.
- You must promptly report to ASUS Cloud any security breaches to your App that you discover, and you will work with ASUS Cloud to immediately correct any such breaches. You will make no public statements without prior written permission from ASUS Cloud in such security incidents.
Resource Usage Limiting
- You agree that ASUS Cloud may enforce any resource usage limits for Creative Cloud APIs, including but not limited to the number of API calls, the number of user accounts, the size or type of User Data, and the network bandwidth.
- The type and amount of resource usage limits is solely determined by ASUS Cloud, and may be changed from time to time without prior notification.
- Your App shall comply with that rate limit enforced by Creative Cloud APIs at all times. You shall not intend to subvert rate limiting, which is considered a violation of the Terms.
- You shall not use the Creative Cloud APIs in a manner that exceeds reasonable request volume, constitutes excessive or abusive usage, or otherwise fails to comply or is inconsistent with any part of the Creative Cloud APIs documentation, as determined by ASUS Cloud in its sole discretion.
- If Your App overburdens Creative Cloud platforms, as determined by ASUS Cloud in its sole discretion, ASUS Cloud may terminate or pause your access rights of your App.
- You shall register your App to ASUS Cloud by signing up for an application ID. However, ASUS Cloud reserves the rights to provide application IDs to you.
- You must provide accurate identification, contact, and other information required as part of the application registration process. You represent and warrant that all information you have provided or will provide is true, accurate and complete, and you have the full right, power and authority to enter into and fully perform the Terms and will at all times comply the Terms.
- You shall follow documentation provided by ASUS Cloud to place application identification information into any App you develop that incorporates or makes any use of the Creative Cloud APIs. You may only create a single application ID per App, and such application ID and corresponding credentials must accompany all Creative Cloud APIs requests coming from that App.
- ASUS Cloud may provide self-service web site for you to sign up for application IDs. You shall not create any script or other automated tool that attempts to create multiple application IDs.
- You shall incorporate proper security measures to keep your application IDs and corresponding credentials secret. If your application IDs and corresponding credentials are compromised, ASUS Cloud may invalidate your application IDs.
You agree that ASUS Cloud has the right to monitor the access of Creative Cloud APIs from your App and collect related information. You agree to assist ASUS Cloud in verifying your compliance with the Terms by providing us information about your App, including providing ASUS Cloud access to it and/or other materials related to your use of the Creative Cloud APIs. If, in ASUS Cloud’s sole discretion, you do not demonstrate full compliance with the Terms, ASUS Cloud may restrict or terminate your access to the Creative Cloud APIs. You also agree that ASUS Cloud may cooperate with law enforcement authorities and provide the data, if needed.
ASUS Cloud hereby grants to Creative Cloud developers a non-exclusive, non-transferable license, during the Terms, to use the ASUS WebStorage trademarks (the “Marks”) solely in connection with the creation and promotion of Apps. Your use of the Marks must correctly attribute ownership of such mark to ASUS Cloud and must be in accordance with applicable law and ASUS Cloud's then-current trademark usage guidelines. You agree that ASUS Cloud owns the Marks and that any and all goodwill and other proprietary rights that are created by or that result from your use of the Marks hereunder inure solely to the benefit of ASUS Cloud. You agree to provide ASUS Cloud, upon its request, with copies of your marketing materials and reasonable evidence that the quality of your product or service is consistent with industry standards.
ASUS Cloud can take enforcement actions against parts or all of your App if you or your Apps violates the Terms. Enforcement actions may be automated and manual, and can include disabling your Apps, restricting you and your App's access to Creative Cloud APIs or any other actions deem appropriate. Communication takes place via email sent from ASUS Cloud to the your contact email address registered to the application. You are required to keep your email address is current and that you do not filter out any such messages.
ASUS Cloud may build a public directory of Apps and developers using the Creative Cloud APIs. ASUS Cloud may include you or your Apps in the directory in its sole discretion. You hereby grant ASUS Cloud a worldwide non-exclusive license to display the trade names, trademarks, service marks, logos, copyright notices, domain names and other distinctive brands associated with you and your Apps solely in connection with the promotion of the ASUS Cloud Products and Services or advertising your use of the Creative Cloud API.
ASUS Cloud may elect to provide you with support for the Creative Cloud APIs, in its sole discretion, and may terminate such support at any time without notice to you. ASUS Cloud may release subsequent versions of the Creative Cloud APIs and require that your App use such subsequent versions. Your continued use of the APIs following a subsequent release will be deemed your acceptance of modifications.
ASUS Cloud has no obligation to the feedback provided by you regarding to Creative Cloud APIs or ASUS WebStorage services. However, ASUS Cloud has the exclusive property of all intellectual property related to your feedback. You agree that ASUS Cloud may freely use, reproduce, license, and distribute such feedback.
ASUS Cloud reserves the right to charge fees for future use of or access to the Creative Cloud APIs in ASUS Cloud sole discretion. If ASUS Cloud decides to charge for the Creative Cloud APIs, such charges will be published at ASUS Cloud or ASUS WebStorage web site.
You understand and acknowledge that ASUS Cloud may be independently creating applications, content and other products or services that may be similar to or competitive with your App, and nothing in the Terms will be construed as restricting or preventing ASUS Cloud from creating and fully exploiting such applications, content and other items, without any obligation to you.
You will indemnify, defend, and hold ASUS Cloud, its subsidiaries, affiliates, officers, and employees, harmless from any and all claims, damages, losses, liabilities, actions, judgments, costs, and expenses (including reasonable attorneys' fees) brought by a third party arising out of or in connection with: (a) any act or omission by you, in connection with your use of the Creative Cloud APIs; (b) your use of the Creative Cloud APIs other than as expressly allowed by this agreement; (c) your breach or alleged breach of any of the terms, restrictions, obligations or representations under this agreement. You will assume control of the defense and settlement of any claim subject to indemnification by you. ASUS Cloud may, however, at any time elect to take over control of the defense and settlement of any such claim. In any event, you will not settle any such claim without ASUS Cloud's prior written consent.
THE Creative Cloud APIS, DOCUMENTATIONS, AND ANY OTHER ASUS CLOUD PRODUCTS AND SERVICES PROVIDED HEREUNDER ARE PROVIDED "AS IS" AND ON AN "AS-AVAILABLE" BASIS, WITHOUT WARRANTY OF ANY KIND. ASUS CLOUD DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES OR CONDITIONS ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. ASUS CLOUD DOES NOT WARRANT THAT Creative Cloud APIS, DOCUMENTATIONS, AND ANY OTHER ASUS CLOUD PRODUCTS AND SERVICES PROVIDED HEREUNDER WILL MEET ALL OF YOUR REQUIREMENTS OR THAT USE OF SUCH CREATIVE CLOUD APIS BE ERROR-FREE UNINTERRUPTED, VIRUS-FREE, OR SECURE. YOUR USE OF THE CREATIVE CLOUD APIS IS ENTIRELY AT YOUR OWN RISK.
Limitation of Liability
IN NO EVENT WILL ASUS CLOUD BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR YOUR USE OF THE Creative Cloud APIS, DOCUMENTATIONS, OR OTHER ASUS CLOUD PRODUCTS AND SERVICES WHETHER SUCH LIABILITY ARISES FROM ANY CLAIM BASED UPON CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, AND WHETHER OR NOT YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING LIMITATIONS WILL SURVIVE AND APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THIS AGREEMENT IS FOUND TO HAVE FAILED ITS ESSENTIAL PURPOSE. IN ANY CASE, ASUS CLOUD'S AGGREGATE LIABILITY UNDER THIS AGREEMENT WILL NOT EXCEED THE GREATER OF ONE FIFTY DOLLARS ($50) OR THE AGGREGATE FEES YOU PAID FOR ACCESS TO THE CREATIVE CLOUD API IN THE LAST YEAR.
- Ownership. The Creative Cloud APIs may be protected by copyrights, trademarks, service marks, international treaties, and/or other proprietary rights. ASUS Cloud's rights apply to the Creative Cloud APIs and all output and executables of the Creative Cloud APIs, excluding any software components developed by you which do not themselves incorporate the Creative Cloud APIs or any output or executables of the Creative Cloud APIs.
- Relationship of the Parties. Notwithstanding any provision hereof, for all purposes of the Terms, you and ASUS Cloud shall be and act independently and not as partner, joint venture, agent, employee or employer of the other. You shall not have any authority to assume or create any obligation for or on behalf of ASUS Cloud, express or implied, and you shall not attempt to bind ASUS Cloud to any contract.
- Invalidity of Specific Terms. If any provision of the Terms is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision and the other provisions of such documents remain in full force and effect.
- Assignment. You may not assign or transfer the Terms, by operation of law or otherwise, without ASUS Cloud's prior written consent. Any attempt by you to assign or transfer the Terms, without such consent, will be null and of no effect. ASUS Cloud may assign or transfer the Terms, in its sole discretion, without restriction. Subject to the foregoing, the Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
- Location of Lawsuit and Choice of Law. The governing law of interpretation or application is the laws of Republic of China (Taiwan). Disputes between you and ASUS Cloud of the Terms should be settled by following the principle of good faith. Where litigation should be deemed necessary, you agree the Taipei District Court to be the principle instance court of competent jurisdiction. In addition, invalidating any part of this agreement does not affect the effectiveness of other parts of this agreement.
- No Waiver of Rights by ASUS Cloud. ASUS Cloud's failure to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision.