This Software Development Kit License Agreement (this "Agreement") is a legal agreement between Intellect Motion Pte, Ltd. / Inc. ("IM") and you, either as an individual or a duly authorized representative of a business entity, organization, or agency, (hereafter referred to as "Licensee"), the subject matter of which is IMs Software Development Kit, which includes certain computer software (together with any error corrections, updates or upgrades provided to Licensee by IM) and associated media, documentation and printed materials (collectively referred to herein as "SDK"). By downloading, installing, copying or otherwise using the SDK, Licensee agrees to be bound by the terms and conditions of this Agreement. If you do not agree to the terms and conditions of this Agreement, do not install, copy or use the SDK; if the SDK was downloaded, please remove and delete the original and all copies of the SDK from all computer(s) and media on which it may have been stored or installed.
(a) Development. IM grants to Licensee a personal limited, non-exclusive, non-transferable, non-assignable, revocable license to use the SDK for the development of a software application ("Licensee Application") that incorporates IM's proprietary software contained in the SDK and that is to be used with IM product offerings.
(b) Distribution to End-Users. Licensee may reproduce and distribute Licensee Application to the end-users (the "Users") of Licensee Application, subject to and in accordance with the Minimum User Terms (as set forth in Section 1.2).
The foregoing licenses are granted only for the purposes permitted by this Agreement and any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdictions (including any laws regarding the export of data or software to and from the United States or other relevant countries). In exercising these license rights, Licensee must not remove any proprietary marks or notices contained in the SDK. Third parties may assist Licensee in exercising these license rights provided that such parties are bound by written obligations of confidentiality at least as stringent as those in this Agreement, and provided further, that Licensee is responsible for such third parties compliance with this Agreement.
Licensee's license rights to the SDK do not include any license, right, power or authority to subject the SDK, in whole or in part, to any terms of an Excluded License. Excluded License" means any license that requires as a condition of use (1) that the SDK code be modified and/or distributed pursuant to the Excluded License, or (2) that such SDK code or other source code combined and/or distributed with such SDK code be (a) disclosed or distributed in source code form; (b) licensed for the purposes of making derivative works; or (c) redistributed at no charge.
Licensee may distribute Licensee Application to the Users only as stated in Section 1.1(b) above and only subject to the Users agreeing that:
(a) The Users may not create any derivative work of the SDK; or decompile, reverse engineer, or otherwise attempt to derive source code, underlying ideas, algorithms, structure, or organization of the SDK, except to the extent required by local law to obtain interoperability with independently created computer programs or as required by other compulsory local law; and
(b) Any warranty, indemnification or liability offered to the User comes solely from Licensee, not from IM
(a) Licensee acknowledges that Licensee Application will contain the proprietary materials and information of IM. Accordingly Licensee shall ensure that no Licensee Application makes available to any third party with any access to a Licensee Application (whether an end user, distributor, OEM or otherwise) any application programming interface (API) that provides access to the same or similar functionality as that provided by the SDK or any part thereof.
(b) Licensee may not use the SDK with products or applications developed by a third party.
(c) Licensee may not (i) modify, adapt, reverse engineer, decompile, disassemble, rent, lease, transfer, sublicense, sell, assign or distribute the SDK or any part thereof; ( ii) create derivative works of the SDK or any part of the SDK; or (iii) load any part of the SDK onto a hardware device except for the device for which the SDK is licensed.
(d) Licensee acknowledges that nothing under this Agreement, either express or implied, grants to Licensee any rights in any other IM software or hardware, and any license rights in such products must be obtained under separate agreement.
(e) Licensee acknowledges and agrees understand that code provided by IM may include third party software, which may have their own licenses or terms of use, which may or may not be made available, but which Licensee is subject to should Licensee use the SDK.
(f) IM may but is under no obligation to provide updates, fix bugs or errors nor to address any other issues Licensee may raise with the quality or performance of any component of the SDK. IM may modify the SDK at any time with or without notice to Licensee. Any changes Licensee makes to Licensee Application as a result will be at Licensee's own cost.
(g) IM reserves all rights, title and interests of any kind that are not expressly granted to Licensee in this Agreement.
IM retains title to and all ownership interests in all proprietary rights, including without limitation copyrights, trademark rights and service rights, patent rights, trade secret rights, and all other intellectual and industrial property rights throughout the world (the "IP Rights"), with respect to the SDK and all copies or portions thereof, whether or not incorporated into or used in connection with any other products, including without limitation software or documentation materials. Licensee acknowledges that the SDK is licensed and not sold under this Agreement, that nothing in this Agreement shall constitute or be construed to constitute a sale of the SDK or any portion or copy thereof and that no title to or ownership interest in any rights, including without limitation the IP Rights, with respect to the SDK or any components thereof is transferred to Licensee.
Licensee will ensure that Licensee Application and Licensee's use of SDK complies at all times with the requirements set forth herein, any applicable third-party terms or requirements, any applicable laws and regulations (including, but not limited to, any criminal, civil or statutory laws, privacy laws and consent requirements).
(a) engage in any activity with the SDK, including but not limited to the development or distribution of a Licensee Application, that interferes with, disrupts, damages, or accesses in an unauthorized manner the servers, networks, or other properties or services of any third party;
(b) have Licensee Application or Licensee's use of the SDK: (i) be false, inaccurate or misleading; (ii) infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights; (iii) be offensive, defamatory, trade libelous, threatening or harassing; (iv) contain any viruses or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system or data; or (v) create any liability for IM.
Licensee may receive Personal Information about the Users. All collection and use of Personal Information will be only as authorized by the Users and will comply with Licensee's privacy policy and practices. Licensee's privacy policy and practices will comply with applicable laws. If Licensee uses the SDK to develop Licensee Application for general public users, Licensee will protect the privacy and legal rights of the Users. If Licensee's Users provide Licensee with user names, passwords, or other login information or personal information, Licensee must make Licensee's Users aware that the information will be available to Licensee Application, and Licensee must provide a legally adequate privacy notice and protection for the Users. If Licensee Application stores personal or sensitive information provided by the Users, it must do so securely.
4.1 Licensee may terminate this Agreement at any time by providing written notice to IM. IM has the right to terminate this Agreement without notice if Licensee materially breaches any obligation hereunder. IM has the right to terminate this Agreement, immediately upon notice, if Licensee ceases to conduct business in the normal course, is declared insolvent, makes a general assignment for the benefit of creditors, or a petition for bankruptcy, reorganization, dissolution or liquidation is filed by or against it. IM RESERVES THE RIGHT TO TERMINATE THIS AGREEMENT OR SUSPEND OR DISCONTINUE LICENSEES ACCESS TO THE SDK, OR ANY PORTION OR FEATURE THEREOF, FOR ANY OR NO REASON AND AT ANY TIME WITH OR WITHOUT NOTICE TO LICENSEE AND WITHOUT LIABILITY TO LICENSEE.
4.2 Upon termination of this Agreement, all rights to use the SDK shall cease, and Licensee shall immediately (i) cease all use of the SDK and all parts thereof; (ii) cease distribution of Licensee Application that includes any portion of the SDK; and (iii) return or destroy the SDK and related materials provided to Licensee in Licensee's possession or control.
4.3 The following sections shall survive termination of this Agreement: 3 (Intellectual Property Rights); 4 (Termination); 5 (Disclaimer of Warranty); 6 (Limitations of Liability); 7 (Indemnification); and 8 (General).
THE SDK IS PROVIDED "AS IS". IM MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), WITH RESPECT OR RELATING TO THE SDK OR THIS AGREEMENT AND HEREBY EXPRESSLY DISCLAIMS TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW ALL REPRESENTATIONS AND WARRANTIES, INCLUDING, WITHOUT LIMITATION, ALL WARRANTIES OF ACCURACY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ALL WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE. IF DISCLAIMER OF ANY IMPLIED WARRANTY IS NOT PERMITTED BY LAW, THE DURATION OF SUCH IMPLIED WARRANTY IS LIMITED TO THIRTY (30) DAYS FROM THE DATE THE SDK WAS OBTAINED BY LICENSEE.
TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW, IN NO EVENT SHALL IM, ITS AFFILIATES OR SUPPLIERS BE LIABLE TO LICENSEE, ITS AFFILIATES OR CUSTOMERS, OR ANY THIRD PARTY FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION DAMAGES CLAIMED FOR LOSS OF INCOME, PROFITS OR REVENUE, BUSINESS OPPORTUNITIES OR GOODWILL, LOSS OF DATA, INFORMATION, PRIVACY, SECURITY OR CONFIDENTIALITY, INABILITY TO ACCESS OR UNAUTHORIZED ACCESS TO DATA, INFORMATION, PREMISES OR PROCESSES, OR OTHER PECUNIARY LOSSES ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE SUBJECT MATTER HEREOF, ITS TERMINATION, THE AUTHORIZED OR UNAUTHORIZED USE OF OR INABILITY TO USE THE SDK OR LICENSEE APPLICATIONS INCORPORATING PORTIONS THEREOF, WHETHER LIABILITY IS ASSERTED IN CONTRACT OR TORT (INCLUDING NEGLIGENCE AND STRICT PRODUCT LIABILITY) OR OTHERWISE AND IRRESPECTIVE OF WHETHER IM HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. IN NO EVENT SHALL IMS AGGREGATE LIABILITY UNDER THIS AGREEMENT OR ARISING OUT OF OR RELATED TO THE SUBJECT MATTER HEREOF EXCEED TWENTY FIVE U.S. DOLLARS ($25.00).
LICENSEE AGREES TO FULLY INDEMNIFY AND HOLD HARMLESS IM, ITS DIRECTORS, OFFICERS, AGENTS AND EMPLOYEES, AGAINST ANY AND ALL CLAIMS, INCLUDINGE ATTORNEYS FEES, ARISING OUT OF (I) LICENSEES USE OF THE SDK, (II) ANY APPLICATION LICENSEE DEVELOPS THEREFROM, (III) ANY INTELLECTUAL PROPERTY INFRINGEMENT CLAIM THAT ARISES FROM LICENSEES USE OF THE SDK AND ANY APPLICATION DEVELOPED THEREFROM, AND/OR (IV) LICENSEES BREACH OF THIS AGREEMENT.
8.1 Governing Law and Venue. This Agreement shall be governed by and construed in accordance with the laws of Singapore. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Licensee hereby submits to the sole and exclusive jurisdiction of, and waives any venue objections against, the courts in Singapore in regard to all disputes and litigation arising under or relating to this Agreement.
8.2 Amendments/Modifications. IM shall have the right to unilaterally change or add to the terms of this Agreement at any time upon notice by any means IM determines in its discretion to be reasonable, including sending Licensee an email notification or by simply referencing a posted, newly revised version of the Agreement on its website. It is Licensee's responsibility to review the most updated version thereof. By continuing to use the SDK following such modifications, Licensee agrees to be bound by such modifications.
8.3 No Assignment. Licensee's rights and obligations under this Agreement shall not be assignable, delegable, sub-licensable or otherwise transferable, whether voluntarily, by operation of law or otherwise, without IMs prior written approval. IM may freely assign this Agreement and/or its rights and obligations hereunder.
8.4 Severability. If any provision of this Agreement is held to be unenforceable for any reason, the remaining provisions hereof shall be unaffected and shall remain in full force and effect.
8.5 Notices. Any notices shall be in writing and in the English language and will be deemed to have been given if delivered personally or sent by an internationally recognized overnight courier to the respective addresses of each party.
8.6 Entire Agreement. This Agreement contains the entire understanding of the parties with respect to the subject matter of this Agreement and merges and supersedes all prior and contemporaneous agreements and understandings between the parties, whether oral or written, with respect to the subject matter of this Agreement.
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