1. Notification.
License Grant
2. Mitigation.
3. Publicity.
Subject to and conditioned on compliance with all terms and conditions set forth in this License Agreement and under its Intellectual Property Rights, Platform Science grants Developer a limited, revocable, worldwide, royalty-free, non-assignable, non-exclusive, and non-sublicensable license to use the Platform Science SDK solely for your internal business purposes to develop a Developer Application that will communicate and interoperate with the Platform Science API.
4. Cooperation.
Use Restrictions.
Except as expressly authorized under this License Agreement, Developer may not:
copy, modify, or create derivative works of the SDK, in whole or in part;
rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the SDK;
reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the SDK, in whole or in part;
remove any proprietary notices from the SDK;
use the SDK in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Rights or other rights of any person, or that violates any applicable law;
use the SDK in any manner that would cause the SDK to become subject to an Open Source License (defined below);
combine or integrate the SDK with any software, technology, services, or materials not authorized by Platform Science;
design or permit Developer Application to disable, override, or otherwise interfere with any Platform Science-implemented communications to end users, consent screens, user settings, alerts, warning, or the like;
use the SDK in any Developer Application to replicate or attempt to replace the user experience of the SDK;
disclose the results of any benchmarking or other competitive analysis relating to the SDK;
use any of Platform Science's trade names, trademarks, service marks, logos, domain names, or other distinctive brand features;
leverage or otherwise utilize Platform Science branded search terms for Developer’s own purposes; or
attempt to cloak or conceal your identity or the identity of the Developer Application when requesting authorization to use the SDK.
Developer acknowledges and agrees that Platform Science and its licensors own all legal right, title and interest in and to the Platform Science SDK, including any Intellectual Property Rights that subsist in the Platform Science SDK, whether the Platform Science SDK is separate from or combined with any other products or materials. Developer shall not knowingly engage in any act or omission that would impair Platform Science’s and/or its licensors’ Intellectual Property Rights in the Platform Science SDK or any other materials, information, processes or subject matter proprietary to Platform Science. As used herein, the term “Open Source License” includes, without limitation, a software license that requires as a condition of use, modification, and/or distribution of such software that the SDK be (a) disclosed or distributed in source code form; (b) be licensed for the purpose of making derivative works; or (c) be redistributable at no charge.
The SDK is protected by United States and foreign copyright and other intellectual property laws. The structure, format and source code of the SDK constitute valuable trade secrets and Confidential Information of Platform Science. Developer may not provide access to the Platform Science SDK to anyone other than its employees, contractors, and agents (collectively, “Personnel”), provided such Personnel may only use the Platform Science SDK consistent and compliant with this License Agreement. Developer is solely responsible for ensuring compliance with this License Agreement by its Personnel and is solely liability for all acts and omissions of the same.
Developer may not use the Platform Science SDK for any purpose not expressly permitted by the License Agreement. Developer’s license to use the Platform Science SDK is limited to the purposes expressly provided for herein and no other licenses are granted whether by implication, estoppel or otherwise.
Use, reproduction and distribution of components of the Platform Science SDK licensed under an Open Source license are governed solely by the terms of that open source software license and not this License Agreement. Developer agrees to remain a licensee in good standing in regard to such Open Source licenses under all the rights granted and to refrain from any actions that may terminate, suspend, or breach such rights. Developer’s use, reproduction and distribution of components of the Platform Science SDK, or data accessed therefrom, provided to Developer hereunder may be subject to third party licenses, and in such case are governed solely by the terms of that third party license and not this License Agreement. Developer agrees to remain a license in good standing in regard to such third party license under all the rights granted and to refrain from any actions that may terminate, suspend, or breach such rights.
Updates. Developer agrees that the form and nature of the Platform Science SDK may change without prior notice to Developer and that future versions of the Platform Science SDK may be incompatible with previous versions of the Platform Science SDK. Developer understands that it is Developer’s sole and exclusive obligation to ensure compatibility of the Developer Applications with the then-current SDK made available by Platform Science. Developer agrees that Platform Science may stop (permanently or temporarily) providing the Platform Science SDK (or any features within the Platform Science SDK) to Developer or to users generally at Platform Science's sole discretion, without prior notice to Developer.
No Support. Platform Science is under no obligation to provide support for the Platform Science SDK or to provide any error corrections or updates to the Platform Science SDK under this License Agreement.
Platform Science agrees that nothing in the License Agreement gives Platform Science any right, title, or interest from Developer (or Developer’s licensors) under the License Agreement in or to any Developer Application that Developer develops using the Platform Science SDK, including any Intellectual Property Rights that subsist in those applications.
Use of the Platform Science SDK by Developer
Each party will not use the other party’s Confidential Information, except as permitted in the License Agreement, and will not disclose such Confidential Information to any third party, except to such party's Personnel according to the terms and conditions provided herein. Each party will use all reasonable efforts to maintain the confidentiality of all of the other party’s Confidential Information in its possession or control, but in no event less than the efforts that it ordinarily uses with respect to its own Confidential Information of similar nature and importance. The foregoing obligations will not restrict either party from disclosing the other party’s Confidential Information or the terms and conditions of this License Agreement as required under applicable securities regulations or pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure (i) gives reasonable notice to the other party (unless such notice is prohibited) to enable it to contest such order or requirement prior to its disclosure (whether through protective orders or otherwise), (ii) uses reasonable effort to obtain confidential treatment or similar protection to the fullest extent possible to avoid public disclosure, and (iii) discloses only the minimum amount of information necessary to comply with such requirements.
Under this License Agreement, Developer may allow its Personnel, to access and use the Platform Science SDK provided that Developer is responsible for the compliance with the terms and conditions of this License Agreement by such Personnel. Any act or omission that if committed by Developer would constitute a breach of this License Agreement, shall be deemed to constitute a breach of this License Agreement if committed by Developer’s Personnel.
Developer agrees that it will protect the privacy and legal rights of users, including, but not limited to, providing a legally adequate privacy notice and protection for those users. If the Developer Application stores personal or sensitive information provided by users, it must do so securely, and any information provided may only be used for the limited purposes for which each user has given Developer permission to do so. Developer acknowledges that communications and log files relating to requests for support services may contain personal, sensitive, or confidential, information. Developer is solely responsible for taking the necessary steps to protect such data.
Developer agrees that Developer is solely responsible for, and that Platform Science has no responsibility to Developer or to any third party for, (a) any data, content, or resources that Developer creates, transmits or utilizes, and for the consequences of Developer’s actions (including any loss or damage which Platform Science may suffer) by doing so; (b)any breach of Developer’s obligations under (i) this License Agreement, (ii) any applicable third party contract or terms of service, or (iii) any applicable law or regulation, and for the consequences (including any loss or damage which Platform Science or any third party may suffer) of any such breach.
If Developer or it’s Personnel provide Feedback (defined below) to Platform Science, Developer hereby agrees that such Feedback shall belong exclusively to Platform Science, and Platform Science shall be free, without any obligation whatsoever to Developer, including without limitation the payment of any royalty or other amount or attribution, to develop, cite, adopt, take action to protect related intellectual property rights in, commercialize, and market any products, services, hardware, software or other technology or interoperability that incorporates any such Feedback. Platform Science has no obligation to respond to Feedback or to incorporate Feedback into the Platform Science SDK. As used herein, “Feedback” means any and all suggestions, feature requests, comments, ideas, improvements or other feedback relating to the Platform Science SDK and other Platform Science products or services or technologies, including possible enhancements or modifications thereto, provided by Developer and/or Developer’s Personnel.
Developer understands and agrees that this License Agreement only provides rights to use the Platform Science SDK for development purposes. In the event that Developer seeks to obtain the right to sell, exploit or otherwise distribute any software that has integrated the Platform Science SDK, the Parties will endeavor to enter into a Platform Science Marketplace Agreement.
Developer acknowledges that Platform Science is currently developing or may develop technologies and products in the future that have or may have design and/or functionality similar to products that Developer may develop based on Developer’s license herein. Nothing in this License Agreement will impair Platform Science’s right to develop, maintain, acquire, license, market, promote or distribute products, software or technologies that perform the same or similar functions as, or otherwise compete with, any Developer Application, or other products, software or technologies that Developer may develop, produce, market, or distribute.
Developer Credentials
Subject to Developer’s compliance with the terms and conditions of this Agreement, Platform Science may issue appropriate credentials that may include digital certificates or keys for access to the SDK (the “Credentials”), Developer may not transfer such Credentials to any third party (except as permitted herein), and is responsible for anything developed with the Credentials. Platform Science reserves the rights to revoke the Credentials if it reasonably believes Developer has violated any provisions of this License Agreement, without limiting any of Platform Science’s rights and remedies.
Privacy and Information
Developer agrees that Platform Science may periodically collect, process, and store Technical Data. As used herein, “Technical Data” means technical data, usage statistics, and related information about the Developer Application and Developer’s device, system, peripherals, account, and use of the SDK, including but not limited to a unique identifier, associated IP address, application software, hardware identification, operating system, peripheral hardware, crash reports, and information on which tools and/or services in the Platform Science SDK are being used and how they are being used. Platform Science will use the Technical Data for internal statistical and analytical review in order to provide support, improve the Platform Science SDK, and continually develop Platform Science products and services.
Third Party Applications
If Developer uses the Platform Science SDK to run applications developed by a third party or that access data, content or resources provided by a third party, Developer agrees that Platform Science is not responsible for those applications, data, content, or resources. Developer understands that all data, content or resources which Developer may access through such third party applications are the sole responsibility of the third party from which they originated, and that Platform Science is not liable for any loss or damage that Developer may experience as a result of the use or access of any of those third party applications, data, content, or resources.
Developer acknowledges that Developer’s use of such third party applications, data, content, or resources may be subject to separate terms between Developer and the relevant third party.
Using Platform Science APIs
Developer acknowledges and agrees that Platform Science may limit the number of API calls Developer is permitted to make during any given period. Platform Science will determine call limits based on various factors, including actual, and/or anticipated volume of usage.
Terminating the License Agreement
We may immediately terminate or suspend this License Agreement, any rights granted herein, and/or your licenses under this License Agreement, in our sole discretion at any time and for any reason, by providing notice to you or revoking access to the SDK. In addition, this License Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this License Agreement.
You may terminate this License Agreement at any time by ceasing your access to and use of the SDK.
Upon termination of this License Agreement for any reason all licenses and rights granted to you under this License Agreement will also terminate and you must cease using, destroy, and permanently erase from all devices and systems you directly or indirectly control all copies of the SDK and ensure your Personnel have done the same. Upon written request, Developer will certify in writing that Developer has complied with Developer’s obligations under this section.
Any terms that by their nature are intended to continue beyond the termination or expiration of this License Agreement will survive termination. Termination will not limit any of Platform Science’s rights or remedies at law or in equity.
DISCLAIMERS
DEVELOPER EXPRESSLY UNDERSTANDS AND AGREES THAT THAT THE SDK IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT A WARRANTY OF ANY KIND.
DEVELOPER IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO DEVELOPER’S COMPUTER SYSTEM OR OTHER DEVICE OR LOSS OF DATA THAT RESULTS FROM USE OF THE SDK. WITHOUT LIMITING THE FOREGOING, DEVELOPER UNDERSTANDS THAT THE SDK MAY CONTAIN ERRORS, DEFECTS, AND SECURITY VULNERABILITIES THAT CAN RESULT IN SIGNIFICANT DAMAGE, INCLUDING THE COMPLETE, IRRECOVERABLE LOSS OF USE OF DEVELOPER’S COMPUTER SYSTEM OR OTHER DEVICE.
PLATFORM SCIENCE FURTHER EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF OPERABILITY, CONDITION, VALUE, ACCURACY OF DATA, OR QUALITY, AS WELL AS ANY WARRANTIES OF MERCHANTABILITY, SYSTEM INTEGRATION, WORKMANSHIP, SUITABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, OR THE ABSENCE OF ANY DEFECTS THEREIN, WHETHER LATENT OR PATENT. NO WARRANTY IS MADE BY PLATFORM SCIENCE ON THE BASIS OF TRADE USAGE, COURSE OF DEALING OR COURSE OF TRADE. PLATFORM SCIENCE DOES NOT WARRANT THAT THE LICENSED SOFTWARE WILL MEET DEVELOPER’S REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ALL ERRORS WILL BE CORRECTED. DEVELOPER ACKNOWLEDGES THAT PLATFORM SCIENCE’S OBLIGATIONS UNDER THIS LICENSE AGREEMENT ARE FOR THE BENEFIT OF DEVELOPER ONLY. NOTHING IN THIS WARRANTY SECTION AFFECTS ANY STATUTORY RIGHTS OF CONSUMERS OR OTHER PURCHASERS TO THE EXTENT THAT THEY CANNOT BE WAIVED OR LIMITED BY CONTRACT.
LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL PLATFORM SCIENCE BE LIABLE TO DEVELOPER OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER LEGAL OR EQUITABLE THEORY FOR (A) ANY LOST PROFITS, LOST OR CORRUPTED DATA, COMPUTER FAILURE OR MALFUNCTION, INTERRUPTION OF BUSINESS, OR OTHER SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF THE USE OR INABILITY TO USE THE DOCUMENTATION; OR (B) ANY DAMAGES, IN THE AGGREGATE, IN EXCESS OF FIFTY DOLLARS EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE OR PLATFORM SCIENCE WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Indemnification
Developer agrees to indemnify, defend, and hold harmless Platform Science and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees, arising from or relating to (a) use or misuse of the SDK, (b) breach of this Agreement, and (c) Developer Application, including any end user's use thereof. In the event Platform Science seeks indemnification or defense from Developer under this provision, Platform Science will promptly notify Developer in writing of the claim(s) brought against it for which indemnification or defense is sought. Platform Science reserves the right, at its option and in its sole discretion, to assume full control of the defense of claims with legal counsel of its choice. Developer may not enter into any third-party agreement that would, in any manner whatsoever, constitute an admission of fault by Platform Science or bind Platform Science in any manner, without prior written consent. In the event Platform Science assumes control of the defense of such claim, Platform Science will not settle any such claim requiring payment from Developer without prior written approval.
Changes to the License Agreement
Platform Science may, in its sole discretion, modify this License Agreement from time to time. Developer will be notified of such modifications through direct email communication from Platform Science. Developer’s continued use of the SDK following notice of such modifications means that Developer accepts and agrees to the modified License Agreement.
General Legal Terms
The License Agreement constitutes the whole legal agreement between Developer and Platform Science and governs Developer’s use of the Platform Science SDK (excluding any services which Platform Science may provide to Developer under a separate written agreement), and completely replaces any prior agreements between Developer and Platform Science in relation to the Platform Science SDK. Any amendment or waiver under this License Agreement must be in writing and signed by authorized representatives of both parties.
Developer agrees that the failure of either party to require performance by the other party of any provision of this License Agreement will not affect its right to require such performance at any time thereafter; nor will the waiver by either party of a breach of any provisions of this License Agreement be taken or deemed to be a waiver of the provision itself.
If any provision of this License Agreement is unenforceable or invalid under any applicable law or is so held by applicable court decision, such unenforceability or invalidity will not render this License Agreement unenforceable or invalid as a whole, and such provision will be changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid provision within the limits of applicable law or applicable court decisions.
Platform Science’s licensors are intended third party beneficiaries with the right to enforce provisions of this License Agreement with respect to their Confidential Information and/or Intellectual Property Rights.
EXPORT RESTRICTIONS. THE PLATFORM SCIENCE SDK IS SUBJECT TO U.S. EXPORT CONTROL LAWS AND MAY BE SUBJECT TO THE EXPORT OR IMPORT REGULATIONS IN OTHER COUNTRIES. DEVELOPER AGREES TO COMPLY WITH ALL SUCH LAWS AND REGULATIONS APPLICABLE TO IT AND ACKNOWLEDGE THAT DEVELOPER HAS THE RESPONSIBILITY TO OBTAIN ANY LICENSES FOR EXPORT, RE-EXPORT OR IMPORT AS MAY BE REQUIRED. DEVELOPER MAY NOT DIRECTLY OR INDIRECTLY EXPORT OR TRANSFER THE PLATFORM SCIENCE SDK TO ANY COUNTRY IN WHICH THE TRANSMISSION IS PROHIBITED BY ANY APPLICABLE STATUTE OR REGULATION OR TO ANY INDIVIDUAL ON THE UNITED STATES DEPARTMENT OF TREASURY’S OFFICE OF FOREIGN ASSET CONTROL LIST OF SPECIALLY DESIGNATED NATIONALS OR ANY COUNTRY SUBJECT TO A UNITED STATES TRADE EMBARGO. DEVELOPER’S FAILURE TO COMPLY WITH THIS PROVISION SHALL BE CONSIDERED A MATERIAL BREACH OF THE TERMS OF THIS LICENSE AGREEMENT.
The License Agreement may not be assigned or transferred by Developer without the prior written approval of Platform Science, and any attempted assignment without such approval will be void. Developer shall not delegate Developer’s responsibilities or obligations under the License Agreement without the prior written approval of Platform Science.
The parties are entering into this License Agreement as independent contracting parties. Neither party will have, or hold itself out as having, any right or authority to incur any obligation on behalf of the other party without the other's prior written consent. This License Agreement will not be construed to create an association, joint venture, or partnership between the parties or to impose any partnership liability upon any party.
This License Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions. Any legal action or proceeding arising under this License Agreement will be brought exclusively in the federal or state courts located in San Diego, California and the parties hereby consent to personal jurisdiction and venue therein. Notwithstanding this, to the extent that either party has breached or has indicated its intention to breach this License Agreement in any manner that violates or which may violate the other party’s intellectual property rights, or which may cause continuing or irreparable harm to the other party (the “Non-Breaching Party”), the Non-Breaching Party may immediately seek injunctive relief in a court of competent jurisdiction without the posting of a bond, proof of damages, or other similar requirement.
