RED POINT POSITIONING CORPORATION SOFTWARE DEVELOPMENT KIT LICENSE AGREEMENT
THIS LICENSE AGREEMENT (THIS “AGREEMENT”) IS A LEGAL AGREEMENT BETWEEN YOU AND RED POINT POSITIONING CORPORATION, A DELAWARE CORPORATION (“RED POINT”). BE SURE TO READ CAREFULLY ALL OF THE FOLLOWING TERMS AND CONDITIONS BEFORE USING THE SOFTWARE DEVELOPMENT KIT (THE “SDK”). IF YOU AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS HEREOF, CLICK THE “AGREE” BUTTON. BY CLICKING THE “AGREE” BUTTON, OR BY DOWNLOADING, USING OR COPYING ANY PART OF THE SDK, YOU ARE AGREEING ON YOUR OWN BEHALF AND ON BEHALF OF YOUR COMPANY TO THE TERMS AND CONDITIONS HEREOF. YOU MAY NOT USE THE SDK IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS OF THIS AGREEMENT.
- SDK License.
- Subject to the terms of this Agreement, Red Point grants you a limited, royalty-free, revocable, non-assignable and non-exclusive license to use the SDK solely to develop applications that will interface with the Red Point API, Red Point hardware and related Red Point software (collectively, the “Red Point Platform”), it being agreed that such applications shall be for your internal use only and not for distribution to third parties.
- If you intend to distribute Red Point Platform applications to third parties, you must first execute a Reseller Agreement with Red Point governing such distribution.
- You agree that Red Point or third parties own all legal right, title and interest in and to the SDK, including any intellectual property rights that subsist in the SDK. For purposes of this Agreement, “intellectual property rights” means any and all rights under patent law, copyright law, trade secret law, trademark law, and any and all other proprietary rights. Red Point reserves all rights not expressly granted to you.
- You may not:
- use the SDK, nor accept this Agreement, if you are a person barred from receiving the SDK under the laws of the United States or other countries;
- use the SDK for any purpose not expressly permitted by this Agreement;
- copy, modify, adapt, redistribute, decompile, reverse engineer, disassemble or create derivative works of the SDK or any part thereof; or
- transfer any of the physical components of the SDK, including without limitation any Red Point bridge, anchor, tag or safety vest to any third party, it being understood that such physical components are for your internal use only.
- You agree that the form and nature of the SDK that Red Point provides may change without prior notice to you, and that future versions of the SDK may be incompatible with applications developed on previous versions of the SDK. You agree that Red Point may stop (permanently or temporarily) providing the SDK (or any features therein) to you or to users generally at Red Point’s sole discretion, without prior notice to you.
- Nothing in this License Agreement gives you a right to use any of Red Point’s trade names, trademarks, service marks, logos, domain names or other distinctive brand features.
- You agree that you will not remove, obscure or alter any proprietary rights notices (including copyright and trademark notices) that may be affixed to or contained within the SDK.
2. Use of the SDK by You.
- You agree to use the SDK and write applications only for purposes that are permitted by (i) this Agreement and (ii) any applicable law, regulation or generally accepted practices or guidelines in the relevant jurisdiction (including any laws regarding the export of data or software to and from the United States or other relevant countries).
- You agree that you are solely responsible, and that Red Point has no responsibility to you or to any third party, for any application, data, content or resources that you create, transmit or display on, for or through the Red Point Platform, and for the consequences of your actions (including any loss or damage that Red Point or any third party may suffer) by doing so.
- You agree that you are solely responsible, and that Red Point has no responsibility to you or to any third party, for any breach of your obligations under this Agreement, any applicable third party contract or terms of service, or any applicable law or regulation, and for the consequences (including any loss or damage that Red Point or any third party may suffer) of any such breach.
3. Termination. This License will continue in full force and effect until terminated as follows:
- You may terminate this Agreement by destroying all copies of the SDK in your possession or control.
- Red Point may terminate this Agreement upon notice to you if:
- you have breached any provision of this Agreement;
- Red Point is required to do so by law;
- Red Point decides to discontinue the SDK in your country; or
- Red Point determines that continued provision of the SDK to you is, in Red Point’s sole discretion, no longer commercially reasonable.
- Sections 1(b) through 1(g), 2(b) and 2(c), this 3(c), 4, 5, 6 and 7 shall survive the termination of this Agreement.
4. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY.
THIS SOFTWARE IS DISTRIBUTED “AS IS” AND YOU, ITS USER, ASSUME ALL RISKS WHEN DOWNLOADING OR USING IT. THERE ARE NO WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW OR OTHERWISE. RED POINT DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. RED POINT DOES NOT WARRANT THAT THE SOFTWARE IS NON-INFRINGING, THAT IT WILL MEET YOUR REQUIREMENTS OR THAT ITS OPERATION WILL BE UNINTERRUPTED, ERROR-FREE OR VIRUS FREE. IN NO EVENT SHALL RED POINT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (WHICH SHALL INCLUDE WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS OR PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY LOSS) WHETHER BASED ON CONTRACT, TORT OR OTHER LEGAL THEORY, ARISING OUT OF THE USE OF OR INABILITY TO USE THE SOFTWARE, EVEN IF RED POINT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IT IS UNDERSTOOD THAT YOU ARE A SOPHISTICATED USER, THAT RED POINT IS NOT AN INSURER, AND THAT YOU ARE RESPONSIBLE FOR OBTAINING INSURANCE, IF ANY, TO COVER THE RISK OF YOUR OWN BUSINESS OPERATIONS, INCLUDING ANY RISK TO PROPERTY OR HUMAN BEINGS ON PREMISES WHERE THE SOFTWARE IS BEING OPERATED. YOU AGREE TO LOOK EXCLUSIVELY TO YOUR INSURER TO RECOVER FOR INJURIES OR DAMAGE IN THE EVENT OF ANY LOSS OR INJURY, AND YOU RELEASE AND WAIVE ALL RIGHT OF RECOVERY AGAINST RED POINT ARISING BY WAY OF SUBROGATION. YOU ACKNOWLEDGE THAT EACH USER’S PREMISES, BUSINESS AND USE CASE IS DIFFERENT, AND THAT YOU ARE RESPONSIBLE FOR USING THE SOFTWARE REASONABLY. RED POINT MAKES NO GUARANTY OR WARRANTY, EXPRESS OR IMPLIED, THAT THE SOFTWARE WILL AVERT, DETECT OR PREVENT ANY THEFT, PROPERTY DAMAGE, BODILY INJURY, INCLUDING DEATH, OR ANY OTHER HARM.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE TO DEFEND, INDEMNIFY AND HOLD HARMLESS RED POINT, ITS AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, SUITS OR PROCEEDINGS, AS WELL AS ANY AND ALL LOSSES, LIABILITIES, DAMAGES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS FEES) ARISING OUT OF OR RELATING TO (a) YOUR USE OF THE SDK, (b) ANY APPLICATION YOU DEVELOP THAT INFRINGES ANY COPYRIGHT, TRADEMARK, TRADE SECRET, TRADE DRESS, PATENT OR OTHER INTELLECTUAL PROPERTY RIGHT OF ANY PERSON, AND (c) ANY BREACH OF THIS AGREEMENT THAT YOU COMMIT.
6. Export Restrictions.
You agree to comply fully with all laws and regulations of the United States and other countries (“Export Laws”) to assure that neither the Software, nor any direct products thereof are (1) exported, directly or indirectly, in violation of Export Laws, or (2) are used for any purpose prohibited by Export Laws. None of the Software or underlying information or technology may be downloaded or otherwise exported or re-exported (i) into any country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s List of Specially Designated Nationals or the U.S. Commerce Department’s Table of Denial Orders. By downloading or using the Software, you are agreeing to the foregoing and you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list.
- If any provision of this Agreement is determined to be invalid, illegal or unenforceable, the remaining provisions of this Agreement remain in full force, if the essential terms and conditions of this Agreement for each party remain valid, binding and enforceable.
- No provision of this Agreement may be waived except pursuant to a writing executed by the party against whom the waiver is sought to be enforced.
- This Agreement constitutes the entire agreement between you and Red Point with respect to the SDK (excluding any services that Red Point may provide under a separate written agreement).
- You may not assign or otherwise transfer this Agreement to a third party, directly or indirectly, voluntarily, involuntarily, through operation of law or otherwise, including by way of merger or other business combination, without the prior written consent of Red Point, and any attempted assignment or transfer in violation hereof shall be deemed void ab initio.
- You agree this Agreement shall be governed by the laws of the Commonwealth of Massachusetts, excluding (i) that body of law known as conflicts of law, and (ii) the United Nations Convention on Contracts for the Sale of Goods. Each party hereto submits to the exclusive jurisdiction of the Courts of the Commonwealth of Massachusetts.