-
Notifications
You must be signed in to change notification settings - Fork 0
/
LICENSE
30 lines (16 loc) · 10.7 KB
/
LICENSE
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
Embedded Software Development Kit (SDK)
Copyright Sensely Corporation 2023
Sensely Corporation ("Sensely") has developed an avatar based clinical health care management platform that it makes available as a service (the "Service") to partners that distribute applications designed to operate on the platform. This software development kit together with documentation and any updates provided by Sensely ("SDK") is being provided to you as a distribution partner ("Partner") to develop one or more mobile and/or web applications for use with the Service. Partner and Sensely have entered into a separate written agreement regarding the distribution of Partner applications using the Service including applications that incorporate or are deployed using this SDK (the "Partner Agreement"). All terms and conditions of the Partner Agreement and this SDK License Agreement ("License Agreement") apply. If you do not have an executed Partner Agreement in place, do not install or use the SDK.
This License Agreement specifically governs Partner's use of the SDK. BY DOWNLOADING, INSTALLING, OR OTHERWISE ACCESSING OR USING THE SDK, PARTNER AGREES TO BE BOUND BY THE TERMS OF THIS LICENSE AGREEMENT. IF YOU DO NOT AGREE, YOU MAY NOT USE THE SDK.
1. LICENSE. Subject to the terms and conditions of the Partner Agreement and this License Agreement, including terms applicable to third party software incorporated in the SDK, Sensely grants Partner a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to use, and where applicable as authorized in the Partner Agreement, permit your subcontractor to use, the SDK internally solely in connection with developing applications that interoperate with the Service ("Applications") and to incorporate the SDK into such Applications. Any use by a subcontractor requires compliance with all the terms and conditions of this License Agreement and references to Partner shall be deemed to include references to any such subcontractor. Partner shall be fully liable for all actions or inactions of its subcontractors. Applications may only be distributed to end users in executable form. The scope of Partner's rights to distribute the Applications are set forth in the Partner Agreement along with other terms and conditions including payment obligations. The SDK includes certain open source software and the terms of the embedded open source licenses apply. Before providing access to the Applications, Partner will ensure that end users are bound by all terms that are required to be passed through to end users including terms identified in the Partner Agreement, third party software licenses or as notified by Sensely from time to time. In particular PARTNER ACKNOWLEDGES AND WILL ENSURE THAT ITS USERS ACKNOWLEDGE THAT NOTHING IN THE SDK OR THE SERVICE SHOULD BE CONSIDERED AS A SUBSTITUTE FOR DIRECT MEDICAL ADVICE, DIAGNOSIS OR TREATMENT.
2. RESTRICTIONS. The foregoing license does not include any right to (i) copy, redistribute, sell, lease, license, or modify any portion of the SDK, or (ii) distribute, deploy, or otherwise utilize Applications in connection with any platform other than the Service, or (iii) use the SDK other than in accordance with applicable documentation. Except to the extent that such restrictions are not permitted under applicable law or applicable third party software license terms, Partner may not decompile, reverse engineer, or otherwise access or attempt to access the source code for the SDK not made available in source code form or remove any copyright or other intellectual property notices.
3. RESERVATION OF RIGHTS. The SDK is owned by Sensely and its licensors and it is licensed, not sold. Sensely reserves all rights not expressly granted in this License Agreement or the Partner Agreement. If Partner provides any comments, bug reports, feedback, or suggestions for enhancements or modifications regarding the SDK or the Service ("Feedback"), Sensely will have the right to use such Feedback at its discretion without compensation to Partner, including incorporating such suggestions into the Service or the SDK. For clarification, Partner hereby grants Sensely a perpetual, irrevocable, transferable, sublicensable, nonexclusive license under all rights necessary to use the Feedback for any purpose, including to make and sell Sensely products and services.
4. THIRD PARTY SOFTWARE. The SDK consists of a package of components, including certain third party software that are provided by their authors under separate license terms including open source software (the "Third Party Terms"), as described in more detail in the SDK, and the documentation. Partner may use third party software in a manner consistent with this Agreement. The Third Party Terms may grant broader rights.
5. COMPLIANCE WITH LAWS. Partner will comply with all applicable laws and regulations (including export control laws) in connection the SDK. Partner represents and warrants that the SDK will not be shipped, transferred or exported into any country or used in any manner prohibited by the United States Export Administration Act or any other export laws, restrictions or regulations (collectively the "Export Laws"). In addition, if the SDK is identified as export controlled items under the Export Laws, Partner represents and warrants that it is not a citizen, or otherwise located within, an embargoed nation and it is not otherwise prohibited under the Export Laws from receiving the SDK.
6. TERM AND TERMINATION. This License Agreement will remain in effect until terminated, or until expiration or termination of the Partner Agreement. This License Agreement will terminate immediately upon breach of this License Agreement by Partner. Partner may terminate this License Agreement by giving thirty (30) days written notice and uninstalling and ceasing all use of the SDK, in which case Sensely shall have a right to terminate the Partner Agreement. Sensely may terminate this Agreement at any time for any reason. Following any termination of this Agreement, Partner must immediately uninstall and cease use of the SDK, and destroy all copies. Sections 2 through 11 will survive any termination of this Agreement.
7. WARRANTY DISCLAIMER. THE SDK IS PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SENSELY DISCLAIMS ALL WARRANTIES AND CONDITIONS, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OR CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, SATISFACTORY QUALITY AND NON-INFRINGEMENT. SENSELY EXPRESSLY DISCLAIMS ANY WARRANTIES OF ANY KIND WITH RESPECT TO THE ACCURACY OR FUNCTIONALITY OF THE SDK AND THE SERVICE WITH RESPECT TO THE ACCURACY, VALIDITY, OR COMPLETENESS OF ANY INFORMATION OR DATA AVAILABLE OR THE QUALITY OR CONSISTENCY OF RESULTS OBTAINED THROUGH USE OF THE SDK OR THE SERVICE. UNDER NO CIRCUMSTANCES MAY PARTNER OR ITS USERS RELY ON INFORMATION, DATA, INSTRUCTIONS, CLINICAL NAVIGATION OR ADVICE PROVIDED THROUGH THE SERVICE FOR THE TREATMENT OR DIAGNOSIS OF A MEDICAL CONDITION, INJURY OR DISEASE WITHOUT FIRST CONSULTING WITH HIS, HER OR THEIR OWN MEDICAL DOCTOR.
8. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES WILL SENSELY OR ITS LICENSORS BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES ARISING OUT OF THIS LICENSE AGREEMENT OR RELATING TO THE SDK, EVEN IF SENSELYHAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SENSELY'S AGGREGATE TOTAL LIABILITY FOR ALL DAMAGES ARISING OUT OF THIS AGREEMENT OR THE SDK FOR ANY CAUSES OF ACTION SHALL NOT EXCEED THE LESSER OF AMOUNTS PAID BY PARTNER FOR THE SDK, IF ANY, OR FIVE HUNDRED ($500.00) USD. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT FULLY APPLY AND IN SUCH CASES THE ABOVE LIMITATIONS AND EXCLUSIONS WILL BE ENFORCED TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW.
9. INDEMNITY. Partner will indemnify, defend and hold Sensely and its affiliates, officers, directors, suppliers, licensors, and other customers harmless from and against any and all liability and costs, including reasonable attorneys' fees incurred by such parties, in connection with or arising out of Partner Applications, Partner's use or misuse of the SDK, any violation of this Agreement, or violation any applicable law or regulation.
10. GOVERNING LAW; VENUE. This License Agreement is governed by the laws of California, without regard to conflict of laws provisions. Disputes arising under this shall be resolved in, and subject to the sole and exclusive jurisdiction of the state and federal courts located in the Northern District of California and Partner accepts such jurisdiction and venue.
11. MISCELLANEOUS. This License Agreement and the Partner Agreement are the entire agreement between Sensely and Partner regarding the SDK and Partner Applications and supersedes all prior agreements, negotiations, or other communications between the parties, whether oral or written, with respect to this subject matter. This License Agreement my not be modified except in writing signed by both parties. If any provision of this Agreement is held to be invalid or unenforceable, then: (a) such provision will be reformed to the extent strictly necessary to render it valid and enforceable, or if not capable of such reformation will be severed from this Agreement; and (b) the validity and enforceability of all of the other provisions will not be affected or impaired. Partner may not assign or transfer this Agreement without Sensely's prior written consent including in connection with a merger or change of control, and any such attempted assignment shall be void and of no effect. This Agreement shall be binding on the parties and their respective successors and permitted assigns. Sensely's obligation to perform shall be excused to the extent caused by any event beyond the reasonable control of Sensely. The failure to enforce any right or remedy shall not constitute a waiver of that right, power or remedy and a waiver of one obligation does not waive any subsequent rights to enforce such obligation. The English language version of this Agreement shall be the official and controlling version. This SDK is "Commercial Computer Software" and "Commercial Computer Software Documentation" as defined in the Code of Federal Regulation and if provided to any United States government entity or an entity licensing the SDK for or on behalf of a United States government entity, the SDK is licensed (a) only as a Commercial Item and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions of this agreement.
APPENDIX: Third Party Software