Last updated: January 2, 2018
This Software End User License Agreement (the “Agreement”) is a legal agreement between you (either an individual or an entity) and Laboratoire de Recherche sur l’Intelligence Artificielle (AIRLAB) Inc. (“Airlab” or “Company”) regarding the use of Company’s software development kit, which may include user documentation provided in online or electronic form, object code, interface declarations, assemblies, and sample source code (the “X-Mediate™ SDK”).
BY INTERACTING IN ANY WAY WITH THE X-MEDIATE™ SDK YOU OR THE ENTITY OR COMPANY THAT YOU REPRESENT (“YOU”) UNCONDITIONALLY CONSENT AND AGREE TO BE BOUND BY AND A PARTY TO THIS AGREEMENT.
GRANT OF LICENSE
Subject to this Agreement, you are granted, a nonexclusive, nontransferable, worldwide, royalty-free right and license to use, copy and distribute the X-Mediate™ SDK in conjunction with the distribution of your own products (the “Products”) and a nonexclusive, nontransferable, worldwide, royalty-free right and license to use the relevant and necessary components of the X-Mediate™ SDK solely to incorporate the X-Mediate™ SDK into the Products
CHILDREN UNDER 13 – The X-Mediate™ SDK and Network is not developed for, nor directed at, children under the age of 13. We do not knowingly collect, solicit or use personally identifiable information from children under the age of 13 to the extent prohibited by the Children’s Online Privacy Protection Act. We do not knowingly create profile segments or behaviorally target ads to children under the age of 13. Unique identifiers are the only “personally identifiable information” under the Children’s Online Privacy Protection Act that Airlab collects from end users, and they are used only to support internal operations.
INTELLECTUAL PROPERTY RIGHTS – You understand and agree that Airlab and its suppliers retain all legal rights, title and interest (to include but not limited to patent, copyright, trademark, trade secret and moral rights) globally to any intellectual property included in the X-Mediate™ SDK, including, without limitation, all copyrights and other intellectual property rights therein. You may not use, copy, or distribute the X-Mediate™ SDK without authorization. All rights are reserved.
You are expressly prohibited from: (a) modifying, creating derivative works of, reverse engineering, reverse compiling, or disassembling the X-Mediate™ SDK; (b) distributing, selling, leasing, renting, lending, or sublicensing any part of the X-Mediate™ SDK to any third party except as expressly provided herein and as necessary to distribute any Products; (c) using the X-Mediate™ SDK to develop software to upload or otherwise transmit any material containing software viruses or other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any software or hardware;
In addition, you may not represent that the Products are certified or otherwise endorsed by Company, and you may not use the Company name or any other trademarks or service marks of Company in connection with the Products.
YOUR DATA. Subject to the terms and conditions set forth in the Airlab Advertiser’s Agreement, any information You submit, upload, post, create, or add to the Airlab Services through your use of the X-Mediate™ SDK or Airlab Materials (including, without limitation, the use by users of your application and/or website) shall be deemed a user submission. Airlab shall have the right to use, reproduce, transfer, sublicense and otherwise exploit perpetually any data or other information that You submit, upload, post, create or add to the Airlab Services through your use of the X-Mediate™ SDK or Airlab Materials (including, without limitation, the use by users of your application and/or website). You represent and warrant that you have own or otherwise have the right to distribute or otherwise disseminate your user submissions and further agree to indemnify Airlab for any claims related to submitting, uploading, posting, creating, or otherwise adding Your user submissions to the Airlab Services.
CONFIDENTIALITY. Each party agrees not to disclose Confidential Information provided by the other party without their prior written consent. “Confidential Information” includes, without limitation: (a) all intellectual property, including, without limitation, all software, technology, programming, technical specifications, materials, guidelines and documentation relating to the X-Mediate™ SDK, Airlab Services, and/or Airlab Materials; (b) financial information (including pricing), business information, including, without limitation, operations, planning, marketing interests, products and any other reporting information (including revenue, if any, paid to You by Airlab; and (c) any other information designated in writing as “Confidential” or an equivalent designation or that would otherwise be reasonably considered confidential or proprietary given its nature or the circumstances under which it was disclosed. Confidential Information does not include information that has become publicly known through no breach by You or Airlab of these confidentiality obligations or information that has been: (a) independently developed without access to Confidential Information, as evidenced in writing; (b) rightfully received from a third party without a breach of confidentiality by such third party; or (c) required to be disclosed by law or by a governmental authority. Additionally, each Party shall have the right to disclose any and all of the Confidential Information (i) to its respective legal, and financial advisors who are subject to a fiduciary duty of confidentiality and (ii) subject to confidentiality obligations consistent with the terms of this Section 6, to banks, members of the Airlab Services, proposed investors, and financing sources and their advisors; to other persons as necessary in connection with the enforcement of this Agreement or rights under this Agreement; or in connection with a merger or acquisition or proposed merger or acquisition, or the like
WARRANTY DISCLAIMER – THE X-MEDIATE™ SDK IS PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND. EXCEPT TO THE EXTENT REQUIRED BY APPLICABLE LAW, AIRLAB AND ITS VENDORS EACH DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE X-MEDIATE™ SDK, INCLUDING WITHOUT LIMITATION ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, ACCURACY, RESULTS OF USE, RELIABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, INTERFERENCE WITH QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. FURTHER, AIRLAB DISCLAIMS ANY WARRANTY THAT YOUR USE OF THE X-MEDIATE™ SDK WILL BE UNINTERRUPTED OR ERROR FREE.
LIABILITY LIMITATION – REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, AND EXCEPT FOR BODILY INJURY, IN NO EVENT WILL AIRLAB OR ITS VENDORS BE LIABLE TO YOU OR TO ANY THIRD PARTY UNDER ANY TORT, CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR 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 X-MEDIATE™ SDK, EVEN IF AIRLAB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES AND WHETHER OR NOT SUCH LOSS OR DAMAGES ARE FORESEEABLE. ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT MUST BE BROUGHT WITHIN ONE (1) YEAR AFTER THE OCCURRENCE OF THE EVENT GIVING RISE TO SUCH CLAIM. IN ADDITION, AIRLAB DISCLAIMS ALL LIABILITY OF ANY KIND OF AIRLAB’S VENDORS, CONTRACTORS, OTHER USERS OF THE X-MEDIATE™ SDK, AND/OR USERS OF THE AIRLAB SERVICES OR AIRLAB APPLICATION.
INDEMNIFICATION. YOU AGREE TO FULLY INDEMNIFY AND HOLD HARMLESS AIRLAB, ITS DIRECTORS, OFFICERS AND EMPLOYEES, AGAINST ANY AND ALL CLAIMS, TO INCLUDE ATTORNEYS’ FEES, MADE REGARDING (I) YOUR USE OF THE X-MEDIATE™ SDK, (II) ANY APPLICATION YOU DEVELOP THEREFROM, (III) ANY INTELLECTUAL PROPERTY INFRINGEMENT CLAIM THAT ARISES FROM YOUR USE OF THE X-MEDIATE™ SDK AND ANY APPLICATION DEVELOPED THEREFROM, AND/OR (IV) YOUR BREACH OF THIS AGREEMENT.
TERM AND TERMINATION. This Agreement shall continue as long as you are in compliance with the terms specified herein or until otherwise terminated. You and/or Airlab may terminate this Agreement for any reason at any time. You agree, upon termination, to destroy all copies of the X-Mediate™ SDK within your possession or control. The Confidentiality, Indemnification, Warranty Disclaimer, Liability Limitation, and Miscellaneous sections set out in this Agreement shall survive any termination of this Agreement;.
MISCELLANEOUS. Unless the parties have entered into a written amendment to this agreement that is signed by both parties regarding the X-Mediate™ SDK, this Agreement and the Airlab TOS constitute the entire agreement between You and Airlab pertaining to the subject matter hereof, and supersedes any and all written or oral agreements with respect to such subject matter. This Agreement, and any disputes arising from or relating to the interpretation thereof, shall be governed by and construed under the law of England. Except to the extent otherwise determined by Airlab, any action or proceeding arising from or relating to this Agreement must be brought in a court in London, United Kingdom, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. The prevailing party in any action arising out of this Agreement shall be entitled to an award of its costs and attorneys’ fees. This Agreement may be amended only by a writing executed by Airlab. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make it enforceable. The failure of Airlab to act with respect to a breach of this Agreement by You or others does not constitute a waiver and shall not limit Airlab’s rights with respect to such breach or any subsequent breaches. This Agreement is personal to You and may not be assigned or transferred for any reason whatsoever (including, without limitation, by operation of law, merger, reorganization, or as a result of an acquisition or change of control involving You) without Airlab’s prior written consent and any action or conduct in violation of the foregoing shall be void and without effect. Airlab expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder.