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LICENSE
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Terms and Conditions
This is the Swivl Software Development Kit License Agreement.
Last updated on February 26th, 2014.
1. Introduction
1.1 The Swivl Software Development Kit (referred to in this License Agreement as the “SDK” and specifically including the Swivl interface library, documentation, reference app) is licensed to you subject to the terms of this License Agreement. This License Agreement forms a legally binding contract between you and Satarii in relation to your use of the SDK.
1.2 “Swivl” means Satarii Inc., a California corporation with principal place of business at 1354 El Camino Real, San Carlos, CA 94070, United States.
2. Accepting this License Agreement
2.1 In order to use the SDK, you must first agree to this License Agreement. You may not use the SDK if you do not accept this License Agreement.
2.2 By clicking to accept, you hereby agree to the terms of this License Agreement.
2.3 If you are agreeing to be bound by this License Agreement on behalf of your employer or other entity, you represent and warrant that you have full legal authority to bind your employer or such entity to this License Agreement. If you do not have the requisite authority, you may not accept the License Agreement or use the SDK on behalf of your employer or other entity.
3. SDK License from Satarii
3.1 Subject to the terms of this License Agreement, Satarii grants you and your authorized users a limited, royalty-free, revocable, non-assignable, non-transferable and non-exclusive license to use the SDK solely to develop use, offer to sell and sell applications to work with Swivl robotic platform.
3.2 You agree that Satarii owns all legal right, title and interest in and to the SDK, including any Intellectual Property Rights that subsist in the SDK. “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. Satarii reserves all rights not expressly granted to you.
3.3 You may not use the SDK for any purpose not expressly permitted by this License Agreement. Except to the extent required by applicable third party licenses, you may not: (a) copy (except for backup purposes), modify, adapt, redistribute, decompile, reverse engineer, disassemble, or create derivative works of the SDK or any part of the SDK.
3.4 You agree that the form and nature of the SDK that Satarii 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 Satarii may stop (permanently or temporarily) providing the SDK (or any features within the SDK) to you or to users generally at Satarii’s sole discretion, without prior notice to you.
3.5 Unless otherwise provided in an agreement between you and Satarii, nothing in this License Agreement gives you a right to use any of Satarii’s trade names, trademarks, service marks, logos, domain names, or other distinctive brand features. However, you may indicate that your Application is "for Swivl robotic platform" or "Swivl robot-enabled".
3.6 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.
3.7 You agree to submit your unreleased application including SDK to Satarii for review and written approval before submitting your application to your intended application marketplace.
3.8 You agree that Satarii reserves the right to reject the inclusion, support, or approval of any software or app based on the SDK.
4. Use of the SDK by You
4.1 Satarii agrees that it obtains no right, title or interest from you (or your licensors) under this License Agreement in or to any software applications that you develop using the SDK, including any intellectual property rights that subsist in those applications.
4.2 You agree to use the SDK and write applications only for purposes that are permitted by (a) this License Agreement and (b) 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).
4.3 You agree that you are solely responsible for (and that Satarii has no responsibility to you or to any third party for) any breach of your obligations under this License 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 which Satarii or any third party may suffer) of any such breach.
5. Terminating this License Agreement
5.1 This License Agreement will continue to apply until terminated by either you or Satarii as set out below.
5.2 If you want to terminate this License Agreement, you may do so by ceasing your use of the SDK and any relevant developer credentials.
5.3 Satarii may at any time, terminate this License Agreement with you if:
(i) you have breached any provision of this License Agreement; or
(ii) Satarii is required to do so by law; or
(iii) the partner with whom Satarii offered certain parts of SDK (such as APIs) to you has terminated its relationship with Satarii or ceased to offer certain parts of the SDK to you; or
(iv) Satarii decides to no longer provide the SDK or certain parts of the SDK to users in the country in which you are resident or from which you use the service, or the provision of the SDK or certain SDK services to you by Satarii is, in Satarii’s sole discretion, no longer commercially viable.
5.4 When this License Agreement comes to an end, all of the legal rights, obligations and liabilities that you and Satarii have benefited from, been subject to (or which have accrued over time whilst this License Agreement has been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of paragraph 10.7 shall continue to apply to such rights, obligations and liabilities indefinitely.
6. DISCLAIMER OF WARRANTIES
6.1 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” WITHOUT WARRANTY OF ANY KIND FROM SATARII INCLUDING BUT NOT LIMITED TO FUTURE RELEASES OF DEVICES OR MOBILE OPERATING SYSTEMS THAT RENDER SOME OR ALL FUNCTIONS OF THE SDK INOPERABLE.
6.2 YOUR USE OF THE SDK AND ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SDK IS AT YOUR OWN DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM SUCH USE.
6.3 SATARII FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS 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.
7. LIMITATION OF LIABILITY
7.1 YOU EXPRESSLY UNDERSTAND AND AGREE THAT SATARII, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT SATARII OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
8. Indemnification
8.1 To the maximum extent permitted by law, you agree to defend, indemnify and hold harmless Satarii, 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 accruing from (a) your use of the SDK, (b) any application you develop on the SDK that infringes any copyright, trademark, trade secret, trade dress, patent or other intellectual property right of any person or defames any person or violates their rights of publicity or privacy, and (c) any non-compliance by you with this License Agreement.
9. Changes to the License Agreement
9.1 Satarii may make changes to the License Agreement as it distributes new versions of the SDK. When these changes are made, Satarii will make a new version of the License Agreement available on the website where the SDK is made available.
10. General Legal Terms
10.1 This License Agreement constitutes the whole legal agreement between you and Satarii and governs your use of the SDK (excluding any services which Satarii may provide to you under a separate written agreement), and completely replaces any prior agreements between you and Satarii in relation to the SDK.
10.2 You agree that if Satarii does not exercise or enforce any legal right or remedy which is contained in this License Agreement (or which Satarii has the benefit of under any applicable law), this will not be taken to be a formal waiver of Satarii’s rights and that those rights or remedies will still be available to Satarii.
10.3 If any court of law, having the jurisdiction to decide on this matter, rules that any provision of this License Agreement is invalid, then that provision will be removed from this License Agreement without affecting the rest of this License Agreement. The remaining provisions of this License Agreement will continue to be valid and enforceable.
10.4 You acknowledge and agree that each member of the group of companies of which Satarii is the parent shall be third party beneficiaries to this License Agreement and that such other companies shall be entitled to directly enforce, and rely upon, any provision of this License Agreement that confers a benefit on (or rights in favor of) them. Other than this, no other person or company shall be third party beneficiaries to this License Agreement.
10.5 EXPORT RESTRICTIONS. THE SDK IS SUBJECT TO UNITED STATES EXPORT LAWS AND REGULATIONS. YOU MUST COMPLY WITH ALL DOMESTIC AND INTERNATIONAL EXPORT LAWS AND REGULATIONS THAT APPLY TO THE SDK. THESE LAWS INCLUDE RESTRICTIONS ON DESTINATIONS, END USERS AND END USE.
10.6 The rights granted in this License Agreement may not be assigned or transferred by either you or Satarii without the prior written approval of the other party. Neither you nor Satarii shall be permitted to delegate their responsibilities or obligations under this License Agreement without the prior written approval of the other party.
10.7 This License Agreement, and your relationship with Satarii under this License Agreement, shall be governed by the laws of the State of California without regard to its conflict of laws provisions. You and Satarii agree to submit to the exclusive jurisdiction of the courts located within the county of San Mateo, California to resolve any legal matter arising from this License Agreement. Notwithstanding this, you agree that Satarii shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.