SDK (Software Development Kit) License Agreement to communicate with A&D healthcare and medical devices
IMPORTANT: PLEASE READ THIS SDK LICENSE AGREEMENT (“License “) CAREFULLY. It describes the exclusive terms upon which You may use the communication specifications, sample source code and related technical information (“SDK Materials”) to communicate with A&D’s healthcare and medical devices. This License is a legal agreement between You as licensee and A&D Engineering, Inc. (“A&D”). By clicking the “I Agree” button or by using the SDK Materials in any way, You agree to be bound by all terms and conditions of this License. If You do NOT agree, do NOT click the “I Agree” button and do NOT use the SDK Materials in any way. You agree that if you do not click the “I Agree” button you will not be able to download the SDK Materials. If You are acting on behalf of an entity as the intended licensee of the SDK Materials, You represent and warrant to A&D that You have the authority to bind that entity by Your actions. If You do not have such authority, You shall be personally liable to A&D for any damages resulting from the breach of this License. If you do have the authority, then the term “You” herein shall refer to such entity licensee unless the context otherwise requires.
Article 1 – License.
A&D hereby grants to You a non-exclusive, royalty free, personal, non-transferable license, without the right to sublicense, to use the SDK Materials for the sole purpose of developing, supporting and maintaining applications that communicate with A&D healthcare and medical devices that have communication functions (“A&D Devices”) (each an “Application”), to copy the SDK Materials only as necessary for such permitted purpose and to distribute each resulting Application in executable object code form only. Except for the sample source code included in the SDK Materials, You are not permitted to alter (by modification or addition) or create a derivative work of any communication protocol or other technical information contained in the SDK, except that you may implement the communication protocol and other technical information, without alteration, into an Application. The sample source code may be altered and included in an Application. All rights not expressly granted herein are retained by A&D. A&D has no obligation to provide technical support for any SDK Materials.
Article 2 – Confidentiality.
The communication specifications, sample source code and related technical information contained in the SDK Materials constitute valuable confidential information, know-how and trade secrets of A&D (“Confidential Information”). You agree that You will not disclose the Confidential Information to any third party or publish any Confidential Information on the Internet or otherwise make it publicly available. If You are an entity, You may make the Confidential Information available only to those of your employees who need to know the same for the purpose expressly permitted in Article 1 and who are bound by confidentiality obligations and use restrictions no less protective of the Confidential Information as the provisions of this License.
Article 3 – Rights.
The SDK Materials are owned by A&D, including, without limitation, all intellectual property rights therein and thereto and are protected by copyright law, including, without limitation, Japan, US and Canada copyright law and international treaties, as well as laws relating to other intellectual property rights.
Article 4 – No Warranty.
The SDK Materials are provided to You “AS IS” with all faults and WITHOUT WARRANTY OF ANY KIND. The entire risk as to the quality and performance of the SDK Materials is with You. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, A&D EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE, ANY WARRANTY OF NON-INFRINGEMENT, AND ANY WARRANTY THAT MAY ARISE BY REASON OF USAGE OF TRADE, CUSTOM, COURSE OF DEALING OR COURSE OF PERFORMANCE.
Article 5 – Limitation of Liability.
A&D shall not be liable for costs of substitutes or loss of profits, interruption of business, or any special, exemplary, indirect, incidental or consequential damages, of any kind or nature whatsoever arising out of or relating to this License or the SDK Materials, however caused, whether based on breach of warranty, contract, tort (including negligence), strict liability or otherwise. A&D’s cumulative aggregate liability arising out of or related to this License or the SDK Materials on whatever basis shall be limited to and not exceed the amount of $50 . The above limitations shall apply notwithstanding any failure of essential purpose of an exclusive or limited remedy, and whether or not A&D has been advised of the possibility of such damages or such damages could have been reasonably foreseen.
Article 6 – Term and Termination.
This License is effective until terminated. This License shall terminate (i) upon final completion of Your Application(s), or (ii) immediately if You fail to comply with any term or condition of this License. Upon such termination, You shall promptly destroy the SDK Materials and all copies thereof, except those portions thereof contained in Applications, within two (2) weeks following such termination. You may also terminate this License at any time by destroying the SDK Materials and all copies thereof, except for those portions thereof contained in Applications. Your right to distribute and support the Applications then in effect shall survive the termination of this License. Also, Sections 2, 3, 4, 5, 6 and 8 shall survive the termination of this License for whatever reason.
Article 7 – No Assignment.
This License is personal to You and may not be assigned or transferred by You in any way. Any attempted assignment or transfer by You shall be void and of no effect and shall immediately terminate this License.
Article 8 – Other Items.
This License shall be governed by the laws of United States as such laws are applied to agreements entered into and performed entirely within such country. This License shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded. In the event of a dispute between the English and any non-English versions, the English version of this License shall govern, to the extent not prohibited applicable law. If any dispute occurs relating to this License You shall first contact A&D, and You and A&D shall cooperate in good faith and discuss the issues in order to achieve a mutually acceptable resolution. Any dispute which is not so resolved shall be resolved by the State of Michigan as the agreed upon exclusive jurisdiction. Venue in such courts shall be proper. You agree that You will not export the SDK Materials from United States or Canada or any other country without complying in full with all applicable export and import laws, regulations and directives. The SDK Materials are “Commercial Items”, as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein. Unpublished-rights reserved under the copyright laws of the United States, Canada and Japan. This License is the final, complete and exclusive statement of the agreement between You and A&D relating to the subject matter hereof and supersedes all prior oral and written negotiations, commitments and understandings of the parties relating to such subject matter. This License may not be changed or amended except by a writing, stating that it is an amendment to this License, executed by both parties hereto. This License shall be fairly interpreted in accordance with its terms and ambiguities shall not be interpreted against A&D.