Xamarin Cloud Services Agreement

This Xamarin Cloud Services Agreement was last modified on October 6, 2016.

  1. Agreement

    This agreement governs your access and use of cloud service offerings from Xamarin Inc. (“Xamarin”), including Xamarin Test Cloud, Xamarin Insights, and Xamarin University, and the associated online services, websites, software, test scripts, training, documentation, and other information (“Services”).

    By using the Services, you agree to the terms of this agreement and to the collection, use, and disclosure of data described in the Xamarin Privacy Statements located at http://xamarin.com/privacy (the “Privacy Statements”).

    You must register for a Xamarin account in order to use the Services. If you open a Xamarin account on behalf of a company, organization, or other entity then: (i) references to “you” in this agreement means that entity and its Authorized Users (as defined below), and (ii) you represent and warrant that you are an authorized representative of such entity with the authority to bind the entity to this agreement, and (iii) you agree to this agreement on such entity’s behalf.

  2. Access to Services

    1. Generally.

      Subject to the terms of this agreement (including the product-specific terms in Section 20 below), you may use the functions and features of the Services made available to you under your subscription on a limited, revocable, non-exclusive, non-transferable, and non-sub-licensable basis, solely for your own use for developing, testing or monitoring your own software applications and for your internal training and education purposes (“Applications”). These use rights may be exercised solely: (i) by your employees or Contractors (as defined below) whom you have authorized to use the Services under your account (“Authorized Users”); and (ii) pursuant to the pricing and usage plan (a “Cloud Usage Plan”) in the subscription agreement or order form you entered into for the Services (“Order Form”).

    2. Contractors.

      You may engage third-party contractors (“Contractors”) to use the Services on your behalf, solely for use in conjunction with your Applications or your internal training and education purposes; provided that (i) each such Contractor is obligated by a written agreement to comply with all of your obligations in this agreement as if it were you; and (ii) all acts and omissions by a Contractor will be deemed acts and omissions by you under this agreement, and you will be responsible therefor.

    3. Reservation of Rights.

      Xamarin reserves all rights not expressly granted herein in and to the Services and the Xamarin Content (as defined in Section 4 below). Nothing in this agreement will be construed as granting or transferring any proprietary or other right, title, or interest to you.

  3. Restrictions

    Unless you receive prior written permission from Xamarin, you may not:

    1. Reverse engineer, decompile, or disassemble the Services (or any portion thereof), except and only to the extent permitted under applicable law;
    2. Modify, create derivative works from, display, mirror, publish, distribute, transmit, transfer, license, sublicense, sell, market, or lease any portion of the Services or any content, data, or information made available through or contained within the Services (“Content”);
    3. Use any or all of the Services for commercial time-sharing or service bureau use;
    4. Use the Services for any illegal or unauthorized purpose;
    5. Interrupt operation of the Services in any way;
    6. Remove or obscure any trademark symbols, copyright notices, or other legal notices in the Services or Content;
    7. Use or provide log-in credentials of other users except where expressly authorized;
    8. Provide or transmit to Xamarin or the Services any End User Data (as defined below) that contains any sensitive information (as “sensitive information” is defined in the jurisdiction(s) in which you use the Services);
    9. Interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services or attempt to do so;
    10. Transmit invalid data, viruses, worms, or other agents or malware through the Services; and/or
    11. Bypass the measures used to prevent or restrict access to Services, including features that prevent or restrict use or copying of Content or enforce limitations on use of the Services or Content.

    For clarity, these restrictions also apply to any Services you use or run on your local machine, including local testing, in addition to Services made available online.

  4. Ownership Rights

    Xamarin and its licensors retain all of their respective right, title and interest in and to the Services and Content provided by Xamarin or its licensors in connection with the Services (“Xamarin Content”), including all patent rights, copyright rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights (“Intellectual Property Rights”) in any of the foregoing. Except as expressly provided herein, nothing in this agreement will be deemed to create a license in or under any such Intellectual Property Rights. Use of the Content or other materials obtained through the Services for any purpose not expressly permitted by this agreement is strictly prohibited.

    You retain all your rights, title and interests in and to your Application and Your Content (as defined below), and any Intellectual Property Rights in or to the foregoing. “Your Content” means any data, including the text, sound, video, or image files, and software, that you or your Authorized Users store or transmit in the Services. Your Content includes any data pertaining to end users of your Application that you provide to Xamarin in connection with your use of the Services (“End User Data”).

  5. Your Account

    You may use the Services only in compliance with the terms of this agreement and applicable law. You must keep your account information secure, and you are solely responsible for the activity that occurs on your account. You agree to not solicit another user's password, or otherwise act in a way that interferes with other users' use of the Services. Xamarin cannot guarantee that unauthorized third parties will never be able to defeat Xamarin’s security measures or use Your Content for improper purposes. You must notify Xamarin immediately of any unauthorized use of your account.

  6. Payment Terms

    1. Billing Policies.

      Any use of the Services is subject to the payment of all fees or other charges set forth in the applicable Order Form (“Fees”). You agree to pay all Fees in accordance with the terms in this agreement and the applicable Order Form. All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with Xamarin and/or the Services must be accurate, complete, and current. You will pay each invoice by the due date and in the currency specified in the applicable Order Form. Any amounts not paid when due will bear interest at the rate of 1.5% per month or the maximum rate allowed by law, whichever is less.

    2. Limited Refund.

      If this agreement is terminated for Xamarin’s breach in accordance with Section 12 below, you will be entitled to receive a pro-rata refund of any Fees paid for the portion of the then-current Subscription Term remaining as of the effective date of termination. Partial months will be treated as fully used and will not apply against any proration. You will receive no refund of any Fees for any other termination of this agreement, including for any unused time on a subscription, for any license or subscription fees for any portion of the Services, for any Content associated with your account, or for anything else.

    3. Taxes.

      You will pay all sales, excise, service, use or other taxes now or hereafter imposed upon or required to be collected by Xamarin by any authority in connection with or arising from the Services and/or this agreement, excluding taxes based upon Xamarin’s net income but inclusive of any applicable withholding taxes.

  7. Your Content

    1. You hereby represent and warrant that:
      1. You have all necessary rights to provide Your Content to Xamarin; and
      2. Your Content and your and Xamarin’s use of Your Content as contemplated under this agreement will comply with all laws, and not violate any rights of any third party, including any Intellectual Property Rights.
    2. In connection with any End User Data, you hereby represent and warrant that:
      1. You have obtained all necessary consents and permissions to provide such End User Data to Xamarin; and
      2. Your provision of any End User Data and Xamarin’s use thereof as provided under this agreement and the Privacy Statements does not and will not violate any (a) laws, including without limitation any data protection legislation, (b) any rights of privacy or other third-party rights, or (c) the terms of any privacy policy applicable to your Applications or any Third Party Terms (as defined below).
    3. Xamarin takes no responsibility and assumes no liability for Your Content that you provide, publish, or transmit, directly or indirectly, over the Services. You will be solely responsible for Your Content and the consequences of using, disclosing, or transmitting it through the Services, and you agree that Xamarin is only acting as a passive conduit for Your Content.
    4. You hereby expressly grant, and you represent and warrant that you have all rights necessary to grant, to Xamarin, a royalty-free, transferable, non-exclusive, worldwide license to host, transmit, distribute, modify, reproduce, display, archive, analyze, use, execute, create derivative works of, and otherwise perform all operations on Your Content as part of providing the Services to you.
    5. You acknowledge that Xamarin may monitor Your use of the Services, analyze Your Content, and compile statistical and performance information related to the provision and operation of the Services. Xamarin may use such statistical and performance information and make the same publicly available in an anonymized and aggregated manner, for purposes of (i) developing, maintaining, supporting, and improving the Services; (ii) marketing, promoting, and advertising the Services; and (iii) creating and distributing reports.
  8. Feedback

    You agree that by submitting any comments, suggestions, feedback, or ideas about the Services to Xamarin, including without limitation about how to improve the Services or Xamarin’s products ("Ideas"), your disclosure is gratuitous, unsolicited and without restriction and will not place Xamarin under any fiduciary or other obligation, and that Xamarin is free to use the Idea without any compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise.

  9. Beta/Trials

    Certain Xamarin products and services may be made available to you on a beta or trial basis. Xamarin may change such products or services, and may not release commercial versions.

  10. Third Party Services

    Your Application or Your Content may connect to services on the Internet that are owned or operated by third parties ("External Services"). Xamarin has no control over and is not responsible for External Services or for the operational activities, privacy practices, data collection practices, or content of any External Services, and External Services may be subject to additional or different third party terms and conditions and policies (collectively, “Third Party Terms”). You agree your use of External Services is subject to the applicable Third Party Terms. Access to any External Services by you or Your Content during use of the Services is at your own risk.

  11. Security Breach and Notification.

    1. If Xamarin becomes aware of any unlawful access to any Your Content stored on Xamarin’s equipment or in Xamarin’s facilities, or unauthorized access to such equipment or facilities resulting in loss, disclosure, or alteration of Your Content (each a “Security Incident”), Xamarin will promptly (1) notify you of the Security Incident; (2) investigate the Security Incident and provide you with detailed information about the Security Incident; and (3) take reasonable steps to mitigate the effects and to minimize any damage resulting from the Security Incident.
    2. Notification(s) of Security Incidents will be delivered to one or more of your administrators by any means Xamarin selects, including via email. It is your sole responsibility to ensure your administrators maintain accurate contact information. Xamarin’s obligation to report or respond to a Security Incident under this section is not an acknowledgement by Xamarin of any fault or liability with respect to the Security Incident.
    3. You must notify Xamarin promptly about any possible misuse of its accounts or authentication credentials or any security incident related to the Services.
  12. Term and Termination

    The term for each of the Services to which you subscribe is set forth in the Order Form (each a “Subscription Term”). The term of this agreement will continue until the last to expire of the Subscription Terms. In the event that a party is in breach of its obligations under this agreement and fails to cure that breach within 30 days after receiving written notice thereof, the other party may terminate this agreement immediately upon written notice to the party in breach; provided, however, that Xamarin may immediately terminate for your breach of any of the provisions of Sections 2, 3, 4, or 7. Sections 1, 2.3, 3, 4, 6 – 8, 12 – 18, and 19.3(b) will survive any termination or expiration of this agreement. Upon termination or expiration of this agreement, your account, or Order Form, you will immediately cease all use of the Services, and all amounts due to Xamarin under this agreement for Services provided by Xamarin prior to the effective date of termination will become immediately due and payable.

  13. No Warranty

    THE SERVICES AND XAMARIN CONTENT ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED, AND ALL WARRANTIES OR CONDITIONS OF NONINFRINGEMENT, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE ARE SPECIFICALLY DISCLAIMED. XAMARIN MAKES NO WARRANTY THAT (A) THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS, OR (E) ANY ERRORS IN THE SERVICES WILL BE CORRECTED. XAMARIN DOES NOT MAKE ANY GUARANTEES AS TO THE ACCURACY OR RELIABILITY OF ANY DATA GENERATED BY THE SERVICES FOR ANY PURPOSE, INCLUDING TEST FAILURE OR SUCCESS, ERRORS, SCREENSHOTS, DEVICE DATA, MARKET DATA, MEMORY USAGE OR APPLICATION EXECUTION TIMINGS. XAMARIN MAKES NO REPRESENTATION THAT THE XAMARIN CONTENT OR THE SERVICES ARE APPROPRIATE OR AVAILABLE FOR USE IN LOCATIONS IN ANY SPECIFIC GEOGRAPHY. IF YOU CHOOSE TO ACCESS THE SERVICES, YOU DO SO AT YOUR OWN INITIATIVE AND RISK AND ARE RESPONSIBLE FOR COMPLIANCE WITH ALL APPLICABLE LAWS. YOU MAY NOT USE OR EXPORT THE SERVICES OR XAMARIN CONTENT IN VIOLATION OF U.S. OR FOREIGN EXPORT OR IMPORT LAWS.

  14. Limitation of Liability

    1. LIMITATION.

      THE AGGREGATE LIABILITY OF EACH PARTY FOR ALL CLAIMS UNDER THIS AGREEMENT IS LIMITED TO DIRECT DAMAGES UP TO THE AMOUNT PAID UNDER THIS AGREEMENT FOR THE SERVICES DURING THE 12 MONTHS BEFORE THE CAUSE OF ACTION AROSE; PROVIDED, THAT IN NO EVENT WILL A PARTY'S AGGREGATE LIABILITY FOR ANY SERVICE EXCEED THE AMOUNT PAID FOR THAT SERVICE DURING THE APPLICABLE SUBSCRIPTION TERM. FOR SERVICES OR OTHER SOFTWARE PROVIDED FREE OF CHARGE, XAMARIN’S LIABILITY IS LIMITED TO DIRECT DAMAGES UP TO $5,000.00 USD.

    2. EXCLUDED ITEMS.

      TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, XAMARIN ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF THE SERVICES; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF XAMARIN’S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH THE SERVICES BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT PROVIDED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICES; AND/OR (VII) YOUR CONTENT (INCLUDING YOUR DATA) OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.

    3. EXCLUDED DAMAGES.

      NEITHER PARTY WILL BE LIABLE FOR LOSS OF REVENUE OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, OR DAMAGES FOR LOST PROFITS, REVENUES, BUSINESS INTERRUPTION, OR LOSS OF BUSINESS INFORMATION, EVEN IF THE PARTY KNEW THEY WERE POSSIBLE OR REASONABLY FORESEEABLE.

    4. EXCEPTIONS TO LIMITATIONS.

      THE LIMITS OF LIABILITY IN THIS SECTION WILL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, BUT DO NOT APPLY TO THE PARTIES OBLIGATIONS UNDER SECTION 15 OR A VIOLATION OF THE OTHER’S INTELLECTUAL PROPERTY RIGHTS.

  15. Defense of Claims

    1. Defense.

      1. Xamarin will defend you against any claims made by an unaffiliated third party that the Services infringe a third party’s patent, copyright or trademark, or make unlawful use of its trade secret. Xamarin will reimburse you for any and all costs, expenses, damages, or other liabilities directly attributable to such claims or incurred in defending such claims (including reasonable attorneys’ fees).
      2. You will defend Xamarin against any claims made by an unaffiliated third party that (i) any Application, Your Content, or External Services, or services you provide, directly or indirectly, in using the Services infringe the third party’s patent, copyright, or trademark, or make unlawful use of its trade secret; or (ii) arises from or is related to your breach (or alleged breach) of Sections 2, 3, or 7 of this agreement. You will reimburse Xamarin for any and all costs, expenses, damages, or other liabilities directly attributable to such claims or incurred in defending such claims (including reasonable attorneys’ fees).
    2. Limitations.

      Xamarin’s obligations in 15.1(a) do not apply to a claim or award based on: (a) Your Content, your Application, External Services, modifications you make to the Services, or any services or materials you provide or make available as part of using the Services; (b) your combination of the Services with, or damages based upon the value of, Your Content, Application, External Services, or non-Xamarin data or business process; (c) Your use of a Xamarin trademark without Xamarin’s express written consent, or your use of the Services after Xamarin notifies you to stop due to a third-party claim; (d) your redistribution of the Services to, or use for the benefit of, any unaffiliated third party or (e) Services provided free of charge or trial or beta versions of Xamarin products or services.

    3. Remedies.

      If Xamarin reasonably believes a claim under Section 15.1(a) may bar your use of the Services, Xamarin will seek to (a) obtain the right for you to keep using the Services; or (b) modify or replace the Services with a functional equivalent and notify you to stop use of the prior version of the Services. If these options are not commercially reasonable, Xamarin may terminate your rights to use the Services and then refund any advance payments for any unused portion of the Subscription Term. The above, together with Xamarin’s obligations under Section 15.1(a), constitute your sole remedy for inability to use the Services.

    4. Obligations.

      Each party must notify the other promptly of a claim under this Section 15. The party seeking protection must (a) give the other sole control over the defense and settlement of the claim (except that no party may enter a settlement purporting to bind the other party without their prior written consent); and (b) give reasonable help in defending the claim. The party providing the protection will (i) reimburse the other for reasonable out-of-pocket expenses that it incurs in giving that help and (ii) pay the amount of any resulting adverse final judgment or settlement. The parties’ respective rights to defense and payment of judgments (or settlements the other consents to) under this Section 15 are in lieu of any common law or statutory indemnification rights or analogous rights, and each party waives such common law or statutory rights.

  16. Changes

    Xamarin may, in its sole discretion, change this agreement from time to time, so you should review this page periodically. When Xamarin changes this agreement, Xamarin will update the ‘last modified’ date on this agreement. If Xamarin makes any material changes to this agreement, Xamarin will use commercially reasonable efforts to notify you. Your continued use of the Services after any such change constitutes your acceptance of the new agreement. Xamarin may make changes to the Services from time to time.

  17. Export Compliance

    You must comply with all domestic and international export laws and regulations that apply to the Services, which include restrictions on destinations, end users, and end use. For further information, on export restrictions, visit http://aka.ms/exporting.

  18. Miscellaneous

    1. Choice of Law.

      This agreement is and will be governed by and construed under the laws of the State of Washington, USA, without giving effect to conflicts of laws principles. The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.

    2. Assignment.

      This agreement, and any rights granted hereunder, may not be transferred or assigned by you, but may be assigned by Xamarin without restriction. Any attempted transfer or assignment in violation hereof will be null and void.

    3. Force Majeure.

      Xamarin will not be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, or any other causes that are beyond the reasonable control of Xamarin.

    4. Notifications.

      Xamarin may provide you with information and notices about the Services electronically, including via email, through the portal for the Service, or through a web site that Xamarin identifies. Notice is given as of the date it is made available by Xamarin.

    5. Waiver; Entire Agreement; Interpretation.

      No waiver of any term of this agreement will be deemed a further or continuing waiver of such term or any other term, and Xamarin’s failure to assert any right or provision under this agreement will not constitute a waiver of such right or provision. This agreement, together with the applicable Order Form, the Privacy Statements, and all amendments, and any additional agreements you may enter into with Xamarin in connection with the Services constitutes the entire agreement between you and Xamarin concerning the Services and governs your use of the Services, superseding any prior agreements (including any prior versions of this agreement). In the event that any provision of this agreement will, in whole or in part, be determined to be invalid, unenforceable or void for any reason, such determination will affect only the portion of such provision determined to be invalid, unenforceable or void, and will not affect in any way the remainder of such provision or any other provision of this agreement.

  19.  Additional Product and Service Specific Terms

    1. Xamarin Test Cloud

      This Section contains additional terms applicable to the Xamarin Test Cloud Services currently available at http://testcloud.xamarin.com (“Test Cloud Services”).

      1. Non-Exclusive License. Subject to the terms of this agreement, Xamarin grants you a limited, revocable, non-exclusive, non-transferable, non-sub-licensable license during the Subscription Term to (i) access and use the Test Cloud Services only for testing your Applications, (ii) install the Xamarin Test Cloud testing framework (“Testing Framework”) on one or more? local devices owned or controlled by you, solely for developing automated test scripts for use only with the Test Cloud Services (“Test Scripts”), and (iii) use the Xamarin Scripts (as defined below) only for testing your Applications. Xamarin reserves all rights not expressly granted herein in the Test Cloud Services, including all rights in any Test Scripts provided by or on behalf of Xamarin (“Xamarin Scripts”). Other than as expressly set forth herein, nothing in this agreement will be construed as granting or transferring any proprietary or other right or interest in or to the Test Cloud Services or Xamarin Scripts to you. For clarity, you may not distribute, transfer, or otherwise make available the Testing Framework or any Xamarin Scripts to any third party other than a Contractor in accordance with Section 2.2 above.

    2. Xamarin Insights

      This Section contains additional terms applicable to the Xamarin Insights Services currently available at http://insights.xamarin.com (“Insights Services””).

      1. Non-Exclusive License. Subject to the terms of this agreement, Xamarin grants you a limited, revocable, non-exclusive, non-transferable, non-sub-licensable license during the Subscription Term to (i) add the Xamarin Insights analytics library (“Insights Library”) to your Application, (ii) distribute the Insights Library to end users solely as part of your Application in object code form, and (iii) use the Insights Services only for testing your Application and understanding how it is being used. Xamarin reserves all rights not expressly granted herein in the Insights Services and Insights Library. Other than as expressly set forth herein, nothing in this agreement will be construed as granting or transferring any proprietary or other right or interest in or to the Insights Services or Insights Library to you.

      2. Data Practices.The Insights Services allow you to collect information about how end users interact with your Application. You control the types of information collected through the Insights Services. For example, you might choose to collect some or all (or none) of the following: device type, operating system type and version, crash date, crash log, device information (network connectivity, cellular carrier, charger, Bluetooth etc.). The Insights Services also allow you to upload and associate other data, including End User Data, with the information you collect through the Insights Services. The Insights Services are not intended to collect or process sensitive information (as “sensitive information” is defined in the jurisdiction(s) in which you use the Insights Services) or other information that may present a risk of harm to you, your end users, or Xamarin in the event of unauthorized access or disclosure. You agree not to use the Insights Services to collect, process or maintain any such information, including:

        1. Social Security numbers, driver’s license numbers, passport numbers, taxpayer identification numbers, or other government-issued identification numbers;
        2. Payment card data, including credit or debit card numbers;
        3. Financial account numbers or other financial account information;
        4. Passwords, PINs, or other authentication credentials;
        5. Information collected from end users under the age of 13 or from any application that is directed to children;
        6. Health data, genetic data, or biometric data; or
        7. Real-time geolocation data, unless you have obtained the individual’s affirmative consent.

        The Insights Services include functionality that allows you to send communications to your end users by email or push notification. You are responsible for obtaining any necessary consent from end users and for complying with all applicable laws regarding such communications, including the CAN-SPAM Act and any applicable anti-spam or privacy laws of any other jurisdiction. You will comply with all applicable application platform terms, conditions and policies applicable to the delivery of push notifications, including those of Apple and Google.


        You are solely responsible for complying with all applicable privacy and data protection laws and regulations with respect to your use of the Insights Services. Without limiting the foregoing, you agree to: (i) provide appropriate notice to your end users about your data collection and processing activities, including any tracking activities that you conduct using the Insights Services; and (ii) obtain all necessary consents and permissions to engage in such activities, including as necessary to provide such End User Data to Xamarin. You hereby represent and warrant that your provision of any End User Data to Xamarin and the Insights Services does not and will not violate any (A) laws, including without limitation any data protection legislation, (B) any rights of privacy or other third-party rights, or (C) the terms of any privacy policy applicable to your Application.

      3. Your Insights Content. Xamarin takes no responsibility and assumes no liability for any of Your Content that you provide or transmit, directly or indirectly, over the Insights Services (“Your Insights Content”). Xamarin may share Your Insights Content as set forth in the Privacy Statements.

    3. Xamarin University

      This Section contains additional terms applicable to the Xamarin University Services currently available at http://university.xamarin.com (“Xamarin University Services”).

      1. Non-exclusive license. Subject to the terms and conditions of this agreement, Xamarin grants you a limited, revocable, non-exclusive, non-transferable, non-sub-licensable license during the Subscription Term, to permit Authorized Users to access and use the training materials relating to Xamarin’s products and services ("Xamarin University Materials") solely for the purpose of training such Authorized Users to use Xamarin products and services. Xamarin reserves all rights not expressly granted herein in the Xamarin University Services and the Xamarin University Materials. Other than as expressly set forth herein, nothing in this agreement will be construed as granting or transferring any proprietary or other right or interest in or to the Xamarin University Services or the Xamarin University Materials to you.

      2. Restrictions. You must purchase a subscription to Xamarin University for each Authorized User who: (i) uses or accesses the Xamarin University Services or any Xamarin University Materials; and/or (ii) is assigned a license to the Xamarin University Services through the Xamarin Subscription Management Portal currently located at https://university.xamarin.com (whether or not such Authorized User ever uses the Xamarin University Services) (collectively, “Xamarin University User”). The Xamarin University Services and the Xamarin University Materials are the confidential information of Xamarin, and may be accessed and/or used only by Xamarin University Users for whom you have obtained a subscription under the applicable Order Form. Xamarin University subscriptions may not be shared between Authorized Users but may, with Xamarin’s written consent, be reassigned to new Authorized Users replacing former Authorized Users who no longer require ongoing use of Xamarin University. Reassignment of any single Xamarin University subscription cannot occur more than once every four (4) months.

      3. Xamarin University On-Site Training. Where an Order Form includes Xamarin University On-Site Training (“On-Site Training”), then the following additional terms and conditions apply.

        1. Costs: In addition to the price specified in the Order Form for On-Site Training, you agree to reimburse Xamarin for all reasonable expenses (for example, travel, lodging and meals) actually incurred in connection with provision of On-Site Training.

        2. On-Site Training Must Be Utilized During the Order Form Term: In the event you fail to utilize any portion of On-Site Training during an Order Form term, such unused portions will not roll over to any subsequent term and you will not be entitled to a refund for any unused portions.

        3. Personal information: You consent to the processing of personal information by Xamarin and its agents to facilitate provision of On-Site Training. You will obtain all required consents from third parties (including your contacts, resellers, distributors, administrators, and employees) under applicable privacy and data protection law before providing personal information to Xamarin. Personal information collected as part of the On-Site Training may be transferred, stored and processed in the United States or any other country in which Xamarin or its contractors maintain facilities.

        4. Warranty, Disclaimers, and Limitations on Liability: Xamarin warrants that it will perform On-Site Training with professional care and skill. If Xamarin fails to do so and you notify Xamarin within 90 days of the date On-Site Training was performed, then Xamarin will, at Xamarin’s discretion, either re-perform the On-Site Training or return the price you paid for it. This remedy above is your sole remedy for breach of the warranty set forth above. You waive any breach of warranty claim not made during the warranty period. This warranty does not cover problems caused by accident, abuse or use in a manner inconsistent with this agreement. Xamarin provides no other warranties or conditions regarding On-Site Training and disclaims any other express, implied or statutory warranties, including warranties of quality, title, non-infringement, merchantability, and fitness for a particular purpose. Each party’s maximum, aggregate liability to the other for On-Site Training is limited to direct damages finally awarded in an amount not to exceed the amounts you were required to pay for the On-Site Training during the term of the Order Form, subject to the following: (i) For On-Site Training provided free of charge and code that You are authorized to redistribute to third parties without separate payment to Xamarin, Xamarin’s liability is limited to direct damages finally awarded up to US$5,000, and (ii) In no event will either party be liable for indirect, incidental, special, punitive, or consequential damages, including loss of use, loss of profits, or interruption of business, however caused, on any theory of liability. No limitation or exclusions will apply to liability arising out of either party’s violation of the other party’s Intellectual Property Rights.

        5. Miscellaneous. Each party may develop products or services independently without using the other’s confidential information. Xamarin may use contractors to perform On-Site Training, but will be responsible for their performance. Xamarin needs to ensure that its personnel remain free to work on Xamarin products and services and provide similar services to other customers. As a result, Xamarin need not limit or restrict the assignment of its personnel, and if you provide any of Xamarin’s personnel with access to source code or documentation, you agree Xamarin will be immune from any claims of copyright infringement arising from such exposure, so long as Xamarin personnel do not intentionally and actually copy or distribute any of your code or documentation for any reason unrelated to On-Site Training.

  20. Contact Xamarin

    For any question, concerns, or comments about this agreement, or for more information, please contact Xamarin directly at:

    Xamarin HQ
    1355 Market St.
    San Francisco CA 94103 USA
    +1 (855) 926-2746
    legal@xamarin.com