PLEASE SCROLL DOWN AND READ ALL OF THE FOLLOWING TERMS AND CONDITIONS CAREFULLY BEFORE DOWNLOADING OR USING THE SDK.
THIS SDK LICENSE AGREEMENT ("AGREEMENT") IS A LEGAL AGREEMENT BETWEEN YOU ("YOU" OR "YOUR") AND EMTEQ LIMITED, A COMPANY INCORPORATED IN ENGLAND WITH OFFICES LOCATED AT SUSSEX INNOVATION CENTRE, BRIGHTON, UNITED KINGDOM ("EMTEQ").
In order to use the SDK, You must first agree to this Agreement by clicking to accept where this option is made available to You. BY CLICKING YOUR ACCEPTANCE OR BY DOWNLOADING, USING OR COPYING ANY PART OF THE SDK OR USING ANY RELATED EMTEQ SOFTWARE OR SERVICES, YOU ARE (I) AGREEING ON YOUR OWN BEHALF AND/OR ON BEHALF OF YOUR EMPLOYER TO THE TERMS AND CONDITIONS STATED BELOW AND (II) REPRESENTING AND WARRANTING that You are of legal age and otherwise competent to be contractually bound by this Agreement. If You agree to be bound by this Agreement on behalf of Your EMPLOYER, You represent and warrant that You have full legal authority to bind Your employer to this Agreement. IF YOU DO NOT have the requisite legal authority OR CANNOT AGREE TO THE TERMS OF THIS AGREEMENT, DO NOT DOWNLOAD, ACCESS OR USE THE SDK OR ANY RELATED EMTEQ SOFTWARE OR SERVICES.
BACKGROUND AND PURPOSE. This Agreement governs Your access to and use of the SDK(s) and all associated application programming interfaces, media, printed or electronic documentation, updates and related support, including but not limited to, header files, libraries, simulators and software, whether source code or object code (collectively, the "SDK").
SECURITY. You are solely responsible for Your Applications and End User Data You may collect. You will maintain a high level of security and integrity for Your Applications in order to prevent unauthorized use of any End User Data and any of the features and functionality of EMTEQ products and services, including access by viruses, worms, or any device, feature, code, or instruction that damages, deletes, disables, impairs, prevents or interrupts the use of any EMTEQ device or service. You will immediately notify EMTEQ if You know of or suspect any breach of security or potential vulnerability of Your Application or any End User Data that could lead to a breach of this Section and will remedy the breach or potential vulnerability within 24 hours.
RESERVATION OF RIGHTS AND OWNERSHIP. EMTEQ, its affiliates and its suppliers own all title, copyright, and other intellectual property rights in the SDK (and any derivative works and enhancements thereof developed by or on behalf of EMTEQ) and reserve all rights not expressly granted to You in this Agreement. You will not challenge EMTEQ's use, ownership of, or rights to the SDK or any other intellectual property of EMTEQ. The SDK (and any derivative works and enhancements thereof developed by or on behalf of EMTEQ) are protected by copyright and other intellectual property laws and treaties. As between EMTEQ and You and except for the SDK or other intellectual property of EMTEQ or its Affiliates contained in any of Your Applications, You own all title, copyright and other intellectual property rights in Your For the avoidance of doubt, EMTEQ is not the developer of Your Applications.
FEEDBACK. You may (but are not obligated to) provide EMTEQ with comments or other feedback, suggestions, or recommended improvements regarding the SDK or EMTEQ products or services (collectively, "Feedback"). You agree that even if Feedback is designated as confidential, EMTEQ and its designees are free to use, disclose, reproduce, license and otherwise distribute and exploit Feedback as EMTEQ sees fit and without obligation or restriction of any kind on account of intellectual property rights or otherwise.
SDK UPDATES. You acknowledge that EMTEQ may update or modify the SDK (including APIs and other components of the SDK) and EMTEQ products and services at any time in its sole discretion, and that these updates or modifications may impact the ability of Your Applications to operate and to communicate with EMTEQ products or services. If EMTEQ provides You with an updated version of the SDK, within sixty (60) days of notice of such update, (or such other period designated by EMTEQ), You must cease use of the previous version of the SDK and update any of Your Applications that were built with or utilize the prior SDK or any components of the prior If you do not update Your Application within the aforementioned time period, EMTEQ may suspend or terminate your use of the SDK, and, if applicable, remove your non-updated Applications from any EMTEQ services or products. If EMTEQ updates or modifies the SDK, You may need to change or update Your Application in order for Your Application to continue to operate.
SUPPORT. EMTEQ has no obligation to provide or to continue to provide any support for the SDK, Your Applications, or any EMTEQ product or service. You are responsible for providing all support and technical assistance to Your customers and end users regarding use of Your Applications (including any customer or end user issues related to integration of the SDK). EMTEQ is not obligated to provide support or technical assistance to You or any of Your licensees, customers, or end users and You will not represent otherwise. However, if EMTEQ chooses to provide any support services to You, Your use of such services will be governed by then-current EMTEQ policies. With respect to any technical or other information You provide to EMTEQ in connection with the support services, You agree that EMTEQ has an unrestricted right to use such information for its business purposes, including for product support and development.
CONFIDENTIALITY, END USER DATA, AND BIOMETRIC DATA
Confidential Information. "Confidential Information" means all non-public information, technology, materials and know-how that EMTEQ designates either as proprietary or confidential or that, by the nature of the information or the circumstances surrounding its disclosure, ought in good faith to be treated as proprietary or confidential, including the terms and conditions of this Agreement. EMTEQ's Confidential Information includes this Agreement and the SDK and all software specifications, technology, programming, materials, guidelines and documentation relating to the SDK. You will use EMTEQ's Confidential Information only for the purposes set forth in this Agreement and will only disclose EMTEQ's Confidential Information to those employees who have a need to know in order to accomplish those purposes. You will not disclose any of EMTEQ's Confidential Information to any third party without EMTEQ's prior, written consent. You will protect EMTEQ's Confidential Information from unauthorized use, access or disclosure in the same manner that You would use to protect Your own confidential and proprietary information of a similar nature and in any event with no less than a reasonable degree of care. You will not use EMTEQ's name or trademarks in any manner without EMTEQ's prior, written consent. Without limiting the foregoing, You will not describe Yourself or Your Application as being in any way endorsed or approved by EMTEQ.
Biometric Data. If You collect or use End User Data derived from sensor technology provided by EMTEQ hereunder ("Biometric Data"), You represent and warrant that You will comply with the following limitations and restrictions in addition to those above:
TERM AND TERMINATION. The term of this Agreement starts on the date You click to accept it or by downloading, using or copying any part of the SDK or using any related EMTEQ software or services (whichever event occurs first) and shall continue until terminated by either You or EMTEQ as set out below. Either You or EMTEQ may terminate this Agreement with or without cause by giving thirty (30) days prior written notice to the other party. If terminated, (i) all rights and licenses granted hereunder will immediately expire; (ii) You will stop using the SDK and will stop using and distributing Your Applications built with or containing any component of the SDK; (iii) You must immediately destroy all copies of the SDK and EMTEQ Confidential Information in Your possession or control; and (iv) the following Sections of this Agreement will survive: 2.2, 3-6, and 8-17. In addition, EMTEQ may suspend Your license to access and use the SDK or to distribute Your Applications at any time without terminating this Agreement by giving You written notice. Neither party will be liable for any costs, expenses or damages resulting from its suspension or termination of this Agreement as permitted by this Agreement.
REPRESENTATIONS AND WARRANTIES; DISCLAIMER
LIMITATION ON AND EXCLUSION OF REMEDIES AND DAMAGES. IN NO EVENT WILL EMTEQ OR ITS AFFILIATES OR SUPPLIERS BE LIABLE FOR, AND YOU CANNOT RECOVER, ANY SPECIAL, INCIDENTAL, PUNITIVE, DIRECT, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOST PROFITS, LOST DATA, LOSS OF USE, DAMAGES TO YOUR COMPUTER OR OTHER SYSTEMS, OR LOSS OF GOODWILL, BUSINESS, ANTICIPATED SAVINGS, OR USE, CONFIDENTIAL INFORMATION, OR OTHER INFORMATION, BUSINESS INTERRUPTION, PERSONAL INJURY, PROPERTY DAMAGE, LOSS OF PRIVACY, FAILURE TO MEET ANY DUTY OF GOOD FAITH OR REASONABLE CARE, NEGLIGENCE, AND ANY OTHER PECUNIARY OR OTHER LOSS) ARISING OUT OF OR IN ANY WAY RELATED TO THE SDK OR SUPPORT SERVICES (IF ANY), OR THIS AGREEMENT, REGARDLESS OF THE FORM OF THE CAUSE OF ACTION OR THE ALLEGED BASIS OF THE CLAIM AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES, OR REMEDIES FAIL OF THEIR ESSENTIAL PURPOSE.
GOVERNING LAW AND VENUE. THIS AGREEMENT WILL BE GOVERNED BY THE LAWS OF THE ENGLAND & WALES, WITHOUT REFERENCE TO RULES GOVERNING CHOICE OF LAWS OR THE U.N. CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS. YOU HEREBY IRREVOCABLY CONSENT TO AND WAIVE ANY OBJECTION TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE BRITISH COURTS WITH RESPECT TO ANY CLAIMS, SUITS OR PROCEEDINGS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.
MODIFICATIONS TO THE AGREEMENT. EMTEQ may make modifications to this Agreement at any time by posting a notification on the Emteq Labs Web Site. You should regularly check for notice of any modifications. EMTEQ may, but need not, also notify You of such modifications via email. Modifications will become effective, and will be deemed accepted by You on the date specified in the notice, which will be no sooner than thirty (30) days after the modifications are posted (except modifications required by law which will be effective immediately). If You do not agree with the modifications to the Agreement, You must immediately terminate this Agreement and Your use of the SDK, which will be Your sole and exclusive remedy. You agree that Your continued use of the SDK constitutes Your agreement to the modified terms of this Agreement.
CONTACT INFORMATION. Please direct all notices and correspondence to:
EMTEQ Limited Attn: General Counsel Sussex Innovation Centre Brighton BN1 9SB England