Wenlin CDL JavaScript API Terms of Service

Thank you for your interest in the Wenlin® CDL™ (Character Description Language) JavaScript API! This API enables you to bring beautiful Chinese character stroke animations, quizzes, and visualizations to your website or web-connected mobile app.

Last Updated: August 23, 2016

1. Your Relationship With Wenlin.

1.1 Use of the Service is Subject to these Terms. Your use of the Wenlin CDL JavaScript API (referred to in this document as the "API" or the "Service") is subject to the terms of this legal agreement (the "Terms") between you and Wenlin Institute, Inc. SPC ("Wenlin"), 6120 Waverly Avenue, La Jolla, California 92037, USA.

1.2 Precedence of the Terms. If there is any contradiction between the Terms and other Wenlin CDL-related documents, then the Terms will take precedence.

1.3 Changes to the Terms. Wenlin reserves the right to make changes to the Terms from time to time. When these changes are made, Wenlin will make a new copy of the Terms available at http://wenlincdl.com/terms (or such other URL as Wenlin may provide). You understand and agree that if you use the Service after the date on which the Terms have changed, Wenlin will treat your use as acceptance of the updated Terms. If a modification is unacceptable to you, you may terminate this agreement by ceasing use of the Service.

2. Accepting the Terms.

2.1 Clicking to Accept or Using the Service. In order to use the Service, you must agree to the Terms by:

  1. clicking to accept the Terms, where this option is made available to you by Wenlin in the Service’s user interface; or
  2. using the Service. You understand and agree that Wenlin will treat your use of the Service as acceptance of the Terms from that point onwards.

2.2 Authority to Accept the Terms. You represent that you have full power, capacity, and authority to accept these Terms. If you are accepting on behalf of your employer or another entity, you represent that you have full legal authority to bind your employer or such entity to these Terms. If you don't have the legal authority to bind, please ensure that an authorized person from your entity consents to and accepts these Terms.

3. Privacy and Personal Information.

3.1 Wenlin's Privacy Policy. For information about Wenlin's data protection practices, please read Wenlin's Privacy Policy. This policy explains how Wenlin treats your personal information and protects your privacy when you use the Service.

3.2 Applicable Privacy Laws. You will comply with all applicable laws relating to the collection of information from visitors to your CDL API Implementation.

4. Provision of the Service By Wenlin.

You understand and agree that Wenlin may limit the number of transactions you may send or receive through the Service; such fixed upper limits may be set by Wenlin at any time, at Wenlin’s discretion, at any time, without notice.

5. Your Wenlin Account.

5.1 Signing Up for a Wenlin Account. In order to access the Service, you must have and maintain a Wenlin account in good standing. You must ensure that any information you give to Wenlin in connection with your Wenlin Account or the Service will always be accurate, correct, and up to date.

5.2 Your Passwords and Account Security. You will be solely responsible to Wenlin for your use of the Service. You must notify Wenlin immediately if you become aware of any unauthorized use of your password; your Wenlin Account; or any unique identifier that Wenlin requires you to use, such as an API Key or client ID (a "Developer Identifier").

6. Wenlin’s Proprietary Rights.

You understand and agree that Wenlin and its licensors and their suppliers (as applicable) own all legal right, title, and interest in and to the Service and Content, including any intellectual property rights in the Service and Content (whether those rights are registered or not, and wherever in the world those rights may exist).

7. Permitted Uses.

You will use the Service only for purposes that:

  1. are permitted by the Terms (including the Licenses in Section 8);
  2. are permitted by any applicable law or third-party contract in the relevant jurisdictions; and
  3. comply with all applicable policies or guidelines made available by Wenlin.

8. Licenses from Wenlin to You.

8.1 Definitions.

  1. "AGPL Source Code" means any Wenlin CDL JavaScript source code file that includes a comment explicitly stating that it is offered under the GNU Affero General Public License v.3 ("AGPL"). AGPL Source Code does not include CDL Descriptions as defined in Subsection 8.1.d, and does not include Content as defined in Subsection 8.1.e.
  2. "Brand Features" means trade names, trademarks, logos, domain names, and other distinctive brand features.
  3. "CDL API Implementation" means a software application, website, or other implementation that uses the Service to obtain and display Content in conjunction with Your Content.
  4. "CDL Descriptions" means descriptions of characters based on Wenlin CDL (Character Description Language), in XML or other formats, that Wenlin may, at its sole discretion, make accessible through the Service.
  5. "Content" means any content provided through the Service including but not limited to CDL Descriptions, component and stroke details, character animations, instructions, documentation, and any and all improvements as they are made. Content does not include the AGPL Source Code as defined in Subsection 8.1.a.
  6. "Your Content" means any content that you provide in your CDL API Implementation, including data, images, video, or software. Your Content does not include the Content as defined in Subsection 8.1.e.

8.2 Service License. Subject to these Terms, during the term of this agreement, Wenlin gives you a non-exclusive, worldwide, personal, non-transferable, non-assignable, non-sub-licensable, royalty-free license to use the Service as provided by Wenlin, in the manner permitted by the Terms.

8.3 Content License.

  1. Subject to these Terms, during the term of this agreement, Wenlin gives you a non-exclusive, worldwide, personal, non-transferable, non-assignable, nonsublicensable, royalty-free license to use the Content in your CDL API Implementation, as the Content is provided in the Service, and in the manner permitted by the Terms.
  2. The AGPL does not apply to CDL Descriptions, nor to the Content, nor to any parts of the Service other than the AGPL Source Code.
  3. In case any provision of the Terms conflicts with any provision of the AGPL as applied to the AGPL Source Code, then, to the extent of the conflict, the Terms shall prevail for use of the Content and/or Service, and the AGPL shall prevail for use of the AGPL Source Code disconnected from the Content and Service.

8.4 Brand Features License.

  1. Grant. Subject to these Terms, during the term of this agreement, Wenlin gives you a non-exclusive, worldwide, personal, nontransferable, non-assignable, non-sublicensable, royalty-free license to display Wenlin’s Brand Features solely for the purposes of (i) promoting or advertising your authorized use of the Service in accordance with this Section and (ii) fulfilling your obligations under the Terms.
  2. Restrictions. In using Wenlin Brand Features, you will not:
    1. display a Wenlin Brand Feature in any manner that implies a relationship or affiliation with, sponsorship, or endorsement by Wenlin (other than your use of the Service), or that can be reasonably interpreted to suggest editorial content has been authored by, or represents the views or opinions of, Wenlin or its personnel;
    2. display a Wenlin Brand Feature in your CDL API Implementation, site, or other propert(ies) if any of them contain or display adult content or promote illegal activities, gambling, or the sale of tobacco or alcohol to all persons under 21 years of age;
    3. have the Wenlin logo as the largest logo in your CDL API Implementation, site, or other propert(ies);
    4. display a Wenlin Brand Feature as the most prominent element in your CDL API Implementation, on any page of your site, or on any of your other propert(ies);
    5. display a Wenlin Brand Feature in a manner that is misleading, defamatory, infringing, libelous, disparaging, obscene, or otherwise objectionable to Wenlin;
    6. use Wenlin Brand Features to disparage Wenlin or the Service;
    7. display a Wenlin Brand Feature in your CDL API Implementation, site, or other propert(ies) that violate any law or regulation; or
    8. remove, distort, or alter any element of a Wenlin Brand Feature (including squeezing, stretching, inverting, or discoloring).
  3. No further license grant; no challenges. Except as stated in this Section, nothing in the Terms grants or will be deemed to grant you any right, title, or interest in Wenlin’s Brand Features. Your use of Wenlin’s Brand Features (including any goodwill associated with them) will inure to Wenlin’s benefit. During and after the Term, and to the maximum extent permitted by applicable law, you will not challenge or assist others to challenge Wenlin’s Brand Features (or their registration by Wenlin), and you will not attempt to register any Brand Features (including domain names) that are confusingly similar to Wenlin’s in any way (including in sound, appearance, or spelling).

8.5 Proprietary Rights Notices. You will not remove, obscure, or alter any proprietary rights notices (including copyright and trademark notices, Terms of Use links, or Brand Features) displayed or provided through the Service. Where such notices are not displayed or provided within the Service, you must display such notices according to the Terms.

8.6 U.S. Government Restricted Rights Notice. This computer software is submitted with restricted rights under these Terms of Service. It may not be used, reproduced, or disclosed by the Government except as provided in this notice or as otherwise expressly stated in the contract. This computer software may be: (a) Used or copied for use with the computer(s) for which it was acquired, including use at any Government installation to which the computer(s) may be transferred; (b) Used or copied for use with a backup computer if any computer for which it was acquired is inoperative; (c) Reproduced for safekeeping (archives) or backup purposes; (d) Modified, adapted, or combined with other computer software, provided that the modified, adapted, or combined portions of the derivative software incorporating any of the delivered, restricted computer software will be subject to the same restricted rights; (e) Disclosed to and reproduced for use by support service Contractors or their subcontractors in accordance with this notice; and (f) Used or copied for use with a replacement computer. Notwithstanding the foregoing, if this computer software is copyrighted computer software, it is licensed to the Government with the minimum rights set forth in this notice. Any other rights or limitations regarding the use, duplication, or disclosure of this computer software are to be expressly stated in, or incorporated in, the contract. This notice will be marked on any reproduction of this computer software, in whole or in part.

8.7 Determination of Compliance. Wenlin reserves the sole right and discretion to determine whether your use of the Service, Content, and Brand Features complies with these Terms.

9. License Requirements.

Wenlin's licenses above are subject to your compliance with the following requirements:

9.1 AGPL Source Code. If you use Wenlin's AGPL Source Code under the terms of AGPL, you must comply with all AGPL requirements, including but not limited to requirements for making modified source code available.

9.2 Reporting. You must implement those reporting mechanisms that Wenlin requires (as updated from time to time in these Terms and in the Service documentation).

9.3 End User Terms and Privacy Policy. If you develop a CDL API Implementation for use by other users, you must:

  1. display to the users of your CDL API Implementation the link to these Terms of Service;
  2. explicitly state in your CDL API Implementation’s terms of use that, by using your CDL API Implementation, your users are agreeing to be bound by Wenlin’s Terms of Service; and
  3. protect the legal rights of those users.

9.4 Attribution

  1. Content provided to you through the Service may contain the Brand Features of Wenlin. When Wenlin provides those Brand Features or other attribution through the Service, you must display such attribution as described by the Terms and must not delete or alter the attribution.
  2. You must conspicuously display the "powered by Wenlin" attribution (and any other attribution(s) required by Wenlin in the Service documentation) on or adjacent to the results of the Service.
  3. You understand and agree that Wenlin has the sole right and discretion to determine whether your attribution(s) are in compliance with the above requirements.

9.5 Preventing Unauthorized Use. You will use all reasonable efforts to prevent unauthorized use of the Service and to terminate any such unauthorized use.

9.6 Responsibility for Breaches. You are solely responsible for (and Wenlin has no responsibility to you or any third party for) any breach of your obligations under the Terms and for the consequences of any such breach (including any loss or damage that Wenlin may suffer).

10. License Restrictions.

Except as expressly permitted under the Terms, or unless you have received prior written authorization from Wenlin (or, as applicable, from the particular Content provider), Wenlin’s licenses above are conditioned on your adherence to all of the restrictions below. In this Section 10, the phrase "you will not" means "when using the Service, you will not, and will not permit a third party to."

10.1 Administrative Restrictions.

  1. No access to Content except through the Service. You will not access the Content except through the Service. For example, you must not access CDL Descriptions through interfaces or channels (including undocumented Wenlin interfaces) other than the Service, unless explicitly authorized in writing to do so by Wenlin.
  2. No access to Service without applicable Developer Identifier(s). For certain versions or features of the Service, Wenlin may require you to use a Developer Identifier to access and administer the Service. If a Developer Identifier is required, you will not access the Service without the Developer Identifier.
  3. No hiding identity. You will not hide from Wenlin the identity of your CDL API Implementation. You must follow the identification conventions as per the Terms.

10.2 General Service Restrictions. The following restrictions apply generally to all Wenlin Services, including the Wenlin application programming interfaces at https://wenlincdl.com or such other URL as Wenlin may provide. You will not:

  1. Perform an action with the intent of introducing to the Service any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature.
  2. Defame, abuse, harass, stalk, or threaten others.
  3. Interfere with or disrupt the Service or the servers or networks providing the Service.
  4. Promote or facilitate unlawful online gambling or disruptive commercial messages or advertisements.
  5. Reverse engineer or attempt to extract the source code from any Wenlin API or any related software, except to the extent that this restriction is expressly prohibited by applicable law.
  6. Use the Service for any activities where the use or failure of the Service could lead to death, personal injury, or environmental damage (such as the operation of nuclear facilities, air traffic control, or life support systems).
  7. Remove, obscure, or alter any Wenlin terms of service, or any links to or notices of those terms.

10.3 Quality Standards Restrictions. You will not mislead your users, trick them into installing software they don't want, violate their privacy, or otherwise violate their rights.

10.4 Restrictions on Unfair Exploitation of the Service and Content.

  1. No use except under these Terms. You will not use the Service or Content except as expressly permitted under these Terms. For example:
    1. No printing 5,000+ copies for direct marketing. You will not print more than 5,000 copies of sales collateral materials containing a screenshot of the Content for purposes of commercial sales lead generation.
    2. No use as a core part of printed matter. You will not incorporate the Content as a core part of printed matter that is redistributed for a fee.
  2. No use beyond transaction limits and usage policies. If your CDL API Implementation generates a high volume of transactions, Wenlin reserves the right to set transaction limits. Wenlin also reserves the right to set other usage policies in the Service documentation from time to time. If you want to engage in use outside these transaction limits or usage policies, you can contact the Wenlin sales team at licenses@wenlin.com for licensing options to address your needs. Wenlin may decline your request, or condition acceptance on your agreement to additional terms and/or charges for that use.
  3. Restrictions on your CDL API Implementations.
    1. No creation of a substitute service. You will not use the Service to create a CDL API Implementation that is a substitute for, or substantially similar service to the Service.
    2. No creation or augmentation of data sets based on Wenlin’s Content or Services. You will not use Wenlin’s Content or Services to create or augment your own Wenlin CDL related dataset or that of a third party, a dataset, database and/or any other derivative.

10.5 Intellectual Property Restrictions.

  1. No distribution or sale except as permitted under the Terms. You will not distribute, sell, or otherwise make any part of the Service available to third parties except as permitted by these Terms.
  2. No derivative works. You will not modify or create a derivative work based on any Content unless expressly permitted to do so under these Terms.
  3. No use of Content outside the Service. You will not use any Content outside of the Service except as expressly permitted to do so in Subsection (d). For example, you will not export or save the Content to a third party’s platform or service.
  4. No caching or storage. You will not pre-fetch, cache, index, or store any Content to be used outside the Service, except that you may store limited amounts of Content solely for the purpose of improving the performance of your CDL API Implementation due to network latency (and not for the purpose of preventing Wenlin from accurately tracking usage), and only if such storage:
    1. is temporary (and in no event more than 30 calendar days);
    2. is secure;
    3. does not manipulate or aggregate any part of the Content or Service; and
    4. does not modify attribution in any way.
  5. No mass downloading. You will not use the Service in a manner that gives you or a third party access to mass downloads or bulk feeds of any Content. For example, you are not permitted to offer a batch Wenlin CDL data-dump service that uses Content contained in the Service.
  6. No removing, obscuring, or altering terms of service, links, or proprietary rights notices. You will not:
    1. remove, obscure, or alter any Wenlin terms of service or any links to or notices of those terms, or any copyright, trademark, or other proprietary rights notices; or
    2. falsify or delete any author attributions, legal notices, or other labels of the origin or source of material.

11. Licenses from You to Wenlin.

11.1 Content License. Wenlin claims no ownership over Your Content, and you retain copyright and any other rights you already hold in Your Content. By submitting or displaying Your Content through the Service, you give Wenlin a perpetual, irrevocable, non-exclusive, worldwide, sub-licensable, royalty-free license to use Your Content solely for the following purposes:

  1. enabling Wenlin to provide you with the Service;
  2. if you opt to do so through your CDL API Implementation’s features, allowing end users to use Your Content in the Service.

11.2 Marketing License. During the term of this agreement, you give Wenlin a nonexclusive, worldwide, sub-licensable, royalty-free license to use Your Brand Features and Your Content to publicize or advertise that you are using the Service (for example, by using your marks in presentations, marketing materials, customer lists, financial reports, and website listings including links to your website, or by creating marketing or advertising materials that show screenshots of the Service in which Your Content is featured.

11.3 Authority to Grant Licenses. You represent and warrant that you have all the rights, power, and authority necessary to grant the above licenses.

12. Wenlin CDL Javascript API Standard Pricing Plan and Payment Terms.

This Section 12 applies if you purchase usage capacity beyond the Service’s transaction limits through the Wenlin CDL JavaScript Standard pricing plan:

12.1 Free Quota. Certain parts of the Service are provided to you without charge up to the transaction limits described in the Wenlin CDL JavaScript Standard pricing plan.

12.2 Online Billing. Wenlin will charge you for all expenses accrued above the transaction limits based on your use of the Service during the previous month, using your preferred payment method. Wenlin’s measurement of your use of the Service is final.

12.3 Taxes. In association with your purchase of the Service usage, you are responsible for all applicable government-imposed taxes and you will pay Wenlin for the Service without any reduction for Taxes. If Wenlin is obligated to collect or pay Taxes, the Taxes will be charged to you, unless you provide Wenlin with a timely and valid tax exemption certificate authorized by the appropriate taxing authority. In some states the sales tax is due on the total purchase price at the time of sale and must be paid at the time of the sale. If you are required by law to withhold any Taxes from your payments to Wenlin, you must provide Wenlin with an official tax receipt or other appropriate documentation to support such withholding.

12.4 Invoice Disputes & Refunds. To the fullest extent permitted by law, you waive all claims relating to fees unless claimed within sixty days after charged (this does not affect any of your rights with your credit card issuer). Refunds (if any) are at Wenlin’s discretion and will only be in the form of credit for the Service. Nothing in these Terms obligates Wenlin to extend credit to any party.

12.5 Delinquent Payments. Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Wenlin reserves the right to suspend your access to the Service as a consequence of for any late payments.

13. Terminating This Agreement.

13.1 The Terms will continue to apply until terminated by either you or Wenlin as described below.

13.2 You may terminate your legal agreement with Wenlin by discontinuing your use of the Service at any time. You do not need to specifically inform Wenlin when you stop using the Service.

13.3 Wenlin reserves the right to terminate these Terms or discontinue the Service, or any portion or feature of the Service, for any reason and at any time without liability or other obligation to you.

13.4 Nothing in this Section 13 will affect Wenlin’s rights under Section 4 (Provision of Service by Wenlin).

13.5 When this legal agreement comes to an end, those Terms that by their nature are intended to continue indefinitely will continue to apply, including Segments 6 (Wenlin’s Proprietary Rights); 11.1 (Content License); 13.4 and 13.5 (Terminating this Agreement); 14 (Exclusion of Warranties); 15 (Limitations of Liability); 16 (Indemnities); and 19 (General Legal Terms).

14. EXCLUSION OF WARRANTIES.

14.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 14 AND 15, WILL EXCLUDE OR LIMIT WENLIN’S WARRANTY OR LIABILITY FOR LOSSES THAT MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR CONDITIONS OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF LOSS OR DAMAGES. ACCORDINGLY, ONLY THE LIMITATIONS THAT ARE LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU, AND WENLIN’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

14.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICE AND THE CONTENT IS AT YOUR SOLE RISK AND THAT THE SERVICE AND THE CONTENT ARE PROVIDED "AS IS" AND "AS AVAILABLE." IN PARTICULAR, WENLIN, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS AND THEIR SUPPLIERS, DO NOT REPRESENT OR WARRANT TO YOU THAT:

  1. THE SERVICE WILL MEET YOUR REQUIREMENTS;
  2. THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;
  3. THE SERVICE WILL BE ACCURATE OR RELIABLE; AND
  4. DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS PART OF THE SERVICE WILL BE CORRECTED.

14.3 ANY CONTENT OBTAINED THROUGH THE WENLIN SERVICES IS AT YOUR OWN DISCRETION AND RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE, LOSS OF DATA, OR ANY OTHER DAMAGE OR INJURY THAT RESULTS FROM DOWNLOADING OR USING ANY SUCH CONTENT.

14.4 NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM WENLIN, OR THROUGH OR FROM THE SERVICE OR CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS.

14.5 WENLIN, ITS LICENSORS, AND THEIR SUPPLIERS FURTHER EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

15. LIMITATIONS OF LIABILITY.

15.1 SUBJECT TO SECTION 14.1, YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WENLIN, ITS SUBSIDIARIES, AND AFFILIATES, AND WENLIN'S LICENSORS AND THEIR SUPPLIERS, WILL NOT BE LIABLE TO YOU FOR:

  1. ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES THAT MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING CONTRACT, TORT, COMMON LAW, OR STATUTORY DAMAGES); ANY LOSS OF REVENUES OR PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY); ANY LOSS OF GOODWILL OR BUSINESS REPUTATION; ANY LOSS OF DATA; ANY COST TO PROCURE SUBSTITUTE GOODS OR SERVICES; OR ANY INTANGIBLE LOSS; OR
  2. ANY LOSS OR DAMAGE AS A RESULT OF:
    1. ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY, OR EXISTENCE OF ANY ADVERTISING, OR AS A RESULT OF ANY RELATIONSHIP OR TRANSACTION BETWEEN YOU AND ANY ADVERTISER OR SPONSOR WHOSE ADVERTISING APPEARS ON WENLIN SERVICES;
    2. ANY CHANGES THAT WENLIN MAY MAKE TO THE SERVICE, OR ANY PERMANENT OR TEMPORARY DISCONTINUATION OF THE SERVICE (OR ANY FEATURES WITHIN THE SERVICE);
    3. THE DELETION OR CORRUPTION OF, OR FAILURE TO STORE, ANY CONTENT AND OTHER DATA MAINTAINED OR TRANSMITTED BY OR THROUGH YOUR USE OF THE SERVICE;
    4. YOUR FAILURE TO PROVIDE WENLIN WITH ACCURATE ACCOUNT INFORMATION; OR
    5. YOUR FAILURE TO KEEP YOUR PASSWORD OR ACCOUNT DETAILS SECURE AND CONFIDENTIAL.

15.2 THE LIMITATIONS ON WENLIN’S LIABILITY IN SECTION 15.1 ABOVE WILL APPLY WHETHER OR NOT WENLIN, ITS SUBSIDIARIES, AFFILIATES, LICENSORS OR THEIR SUPPLIERS HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES OR DAMAGES.

16. Indemnities.

16.1 You will defend and indemnify Wenlin and its affiliates, directors, officers, employees, strategic partners, licensors, and their suppliers (the "Indemnified Parties") against all liabilities, damages, losses, costs, fees (including legal fees), and expenses relating to any allegation or third-party legal proceeding to the extent arising from:

  1. your use of the Service or the Content in breach of the Terms or applicable policies;
  2. your CDL API Implementation, including any claim that your CDL API Implementation infringes a third party’s rights or violates applicable law; or
  3. Your Content.

16.2 You will cooperate as fully as reasonably required in the defense of any allegation or third-party legal proceeding. Wenlin reserves the right, at its own expense, to assume the exclusive control and defense of any indemnified matter under this Section 16.

17. Copyright Policies; Content Removal; Termination Of Repeat Offenders’ Accounts.

It is Wenlin’s policy to respond to notices of alleged copyright infringement that comply with applicable international intellectual property law (including, in the United States, the Digital Millennium Copyright Act) and to terminate the accounts of repeat offenders.

18. Other Content.

18.1 The Service may include hyperlinks to other websites or content or resources. Wenlin has no control over any websites or resources that are provided by companies or persons other than Wenlin. You understand and agree that Wenlin is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products, or other materials on, or available from, such websites or resources.

18.2 You understand and agree that Wenlin is not liable for any loss or damage that you may incur as a result of the availability of those external sites or resources, or as a result of any reliance by you on the completeness, accuracy, or existence of any advertising, products, or other materials on, or available from, such websites or resources.

19. General Legal Terms.

19.1 Notices. Wenlin may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Service.

19.2 Assignment. Wenlin may assign any part of this agreement without written consent.

19.3 No Waiver. Wenlin will not be treated as having waived any rights by not exercising (or delaying the exercise of) any rights under these Terms. A waiver will be effective only if Wenlin expressly states in a writing signed by an authorized representative that Wenlin is waiving a specified Term.

19.4 Third-Party Beneficiaries. Wenlin’s affiliates and the Indemnified Parties are third-party beneficiaries to the Terms and are entitled to directly enforce, and rely on, any Terms that confer a right or benefit to them. There are no other third-party beneficiaries to the Terms.

19.5 Entire Agreement. These Terms set out all terms agreed between the parties and supersede all other agreements between the parties relating to its subject matter.

19.6 Severability. If any term (or part of a term) of these Terms is invalid, illegal or unenforceable, the rest of the Terms will remain in effect.

19.7 Equitable Relief. You understand and agree that damages for improper use of the Service may be irreparable; therefore, Wenlin is entitled to seek equitable relief, including injunctions in any jurisdiction, in addition to all other remedies it may have.

19.8 Conflicting Languages. If these Terms are translated into any other language, and there is a discrepancy between the English text and the translated text, the English text will govern.

19.9 Governing Law. ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR ANY RELATED WENLIN SERVICES WILL BE GOVERNED BY CALIFORNIA LAW, EXCLUDING CALIFORNIA'S CONFLICT OF LAWS RULES, AND WILL BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF SAN DIEGO, CALIFORNIA, USA; THE PARTIES CONSENT TO PERSONAL JURISDICTION IN THOSE COURTS.


The Wenlin CDL JavaScript API Terms of Service is a derivative of the Google Maps/Google Earth APIs Terms of Service by Google, used under the Creative Commons Attribution 3.0 License.