SDK LICENSE AGREEMENT
This SDK License Agreement (“Agreement”) is between D-BOX Technologies Inc. (“D-BOX”) and the person or entity accessing, installing or using the licensed software and any associated documentation (“You”). The terms also apply to any documentation for the application programming interfaces (collectively the “APIs”) and any software code provided by D-BOX in conjunction with such documentation. The software code, documentation, APIs, and other materials made available by D-BOX are collectively referred to in this Agreement as the “SDK”. This Agreement defines each party’s rights in the SDK.
BY DOWNLOADING, INSTALLING, ACCESSING OR OTHERWISE USING THE SDK, YOU ACCEPT THE TERMS OF THIS AGREEMENT. IF YOU DO NOT AGREE TO THE TERMS OF THIS LICENSE AGREEMENT, DO NOT INSTALL, ACCESS OR USE THE SDK.
LICENSE: Subject to the following terms and conditions, D-BOX grants You the non-exclusive, revocable, non transferable, worldwide right to use the SDK solely for the purpose of gathering all appropriate telemetry from your software (“Your Software”) that will be used to create haptic effects for use on certain D-BOX haptic products.
You will not:
(i) modify, disassemble, decompile, or reverse engineer any part of the SDK;
(ii) modify, adapt, alter, translate, or incorporate into or with other software or create a derivative work of any part of the SDK, except as expressly permitted herein;
(iii) use the SDK to develop another SDK;
(iv) remove, modify, or otherwise tamper with notices or legends on the SDK or any labeling on any physical media;
(v) distribute the SDK (other than the incorporation of distributable elements of the SDK in Your Software in accordance with the terms of this Agreement);
(vi) publish the SDK for others to copy;
(vii) use D-BOX’s trademarks to market Your Software without written permission of D-BOX;
(viii) use the SDK to create, develop, or use any program, software, or service which (1) takes away the functionality of D-BOX products or other D-BOX software; (2) exposes and/or discloses header file information; (3) contains any viruses, Trojan horses, worms, logic bombs, cancel bots, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or personal information; (4) when used in the manner in which it is intended, violates any applicable law, statute, ordinance, or regulation (including without limitation the laws and regulations governing export control, unfair competition, antidiscrimination, false advertising, or data privacy); or (5) interferes with the operability of other D-BOX or third-party programs or software; or
(ix) modify, distribute, or convey the SDK so that the SDK becomes subject to any license which requires, as a condition of license, use, modification, distribution, or conveyance, that (1) the code be disclosed or distributed in source code form; (2) others have the right to modify or create derivative works of it; and/or (3) it becomes redistributable at no charge.
You will:
(x) only use the SDK in conjunction with hardware (actuators, haptic platforms, haptic seats and other similar haptic products) supplied or approved by D-BOX;
(xi) refrain from making any statements that Your Software is “certified,” or that its performance is guaranteed or endorsed, by D-BOX; and
(xii) remain at all times responsible and liable for the misuse of the SDK by Your employees and consultants.
You have read and agree with D-BOX’s Terms of Service and Privacy Policy.
INTELLECTUAL PROPERTY: You agree that, except to the extent of the Agreement, You have no right, title or interest in or to the SDK. D-BOX reserves all rights not expressly granted to You under this Agreement. All intellectual property rights, title and ownership (including trademarks, domain names, patents, copyrights, etc.) in and to the SDK and D-BOX products remain with D-BOX (or its third party licensors, as applicable). You acknowledge that the SDK, including any source code, contains confidential information that cannot be disclosed to others without D BOX’s written permission. For any technical or other information You provide to D-BOX (whether oral or written) in connection with the SDK (including but not limited to reporting errors, or making suggestions for improvements or changes to the SDK), You agree that D-BOX will own such information and have a perpetual, irrevocable, unrestricted right to use such information for its business purposes, including for product support and development.
DISCLAIMER: YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SDK IS AT YOUR SOLE RISK AND THAT THE SDK IS PROVIDED “AS IS” AND “AS AVAILABLE.” D-BOX HAS NO OBLIGATION TO PROVIDE SUPPORT FOR THE SDK. D-BOX DISCLAIMS ANY AND ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
LIMITATION OF LIABILITY: YOU ASSUME THE ENTIRE RISK OF USING THE SDK. IN NO EVENT SHALL D-BOX BE LIABLE FOR ANY DAMAGES, WHETHER DIRECT, SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL, WHICH MAY RESULT FROM THE USE OF THE SDK OR ANY APPLICATIONS USING THE SDK.
INDEMNIFICATION: To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless D-BOX, 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 attorneys’ fees) relating to (i) your use of the SDK, (ii) any application you develop on the SDK, including a claim that such application infringes or threatens to infringe any intellectual property right of any person, and (iii) any non compliance by you with this Agreement.
TERMINATION: This Agreement is effective until terminated. You may terminate the Agreement at any time by destroying the SDK, together with all copies thereof. The Agreement will also terminate if you fail to comply with any term or condition of this Agreement. D-BOX may terminate the Agreement at any time at its sole discretion. Upon termination of the Agreement, you agree to destroy the SDK, together with all copies thereof.
LAWS: This Agreement is governed by the laws of the Province of Quebec, Canada, without reference to any conflict of laws principles. Any dispute arising out of or relating to this Agreement shall be subject to the exclusive jurisdiction and venue of the courts in Montreal, Quebec, Canada.
